ARISTAR INC
10-Q, 1998-08-14
PERSONAL CREDIT INSTITUTIONS
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                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 JUNE 30, 1998
                              --------------------
                                       OR
     o 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, 1998, 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>







                         ARISTAR, INC. AND SUBSIDIARIES

                                    FORM 10-Q


                                      INDEX


Part I.    Financial Information:

     Item 1.  Financial Statements

       Consolidated Statements of Financial Condition -
         June 30, 1998, December 31, 1997, and
         June 30, 1997.......................................................3

       Consolidated Statements of Operations, Comprehensive Income
          and Retained Earnings -
         Three Months and Six Months Ended June 30, 1998 and 1997............4

       Consolidated Statements of Cash Flows -
         Three Months and Six Months Ended June 30, 1998 and 1997............5

       Notes to Consolidated Financial Statements........................6 - 8

     Item 2.  Management's Analysis of the
       Results of Operations for the Six Months
       Ended June 30, 1998.................................................. 9

Part II.   Other Information:

     Item 5.      Other Information.........................................10

     Item 6.      Exhibits and Reports on Form 8-K.....................11 - 12


     SIGNATURE..............................................................13

                                           2

<PAGE>



Item 1.    Financial Statements
<TABLE>

ARISTAR, INC. and Subsidiaries
Consolidated Statements of Financial Condition
                                                               June 30,       December 31,             June 30,
(Dollars in thousands)                                               1998             1997                 1997
                                                           --------------   --------------       --------------
                                                            (Unaudited)                             (Unaudited)
ASSETS
<S>                                                       <C>                <C>                  <C>          
Consumer finance receivables, net                         $   2,242,928      $   2,254,389        $   2,109,670
Investment securities                                           174,338            154,475              147,052
Cash and cash equivalents                                        11,403             26,446               22,062
Property and equipment, less accumulated
  depreciation and amortization: 1998,
  $23,182; 1997, $22,310 and $21,917                             10,723              9,687                9,847
Excess of cost over equity of
  companies acquired, less
  accumulated amortization: 1998,
  $61,587; 1997, $59,702 and $56,171                             47,706             49,591               53,123
Other assets                                                     38,934             39,440               36,845
                                                           ------------       ------------         ------------
   TOTAL ASSETS                                           $   2,526,032      $   2,534,028        $   2,378,599
                                                           ============          =========            =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Short-term debt                                           $     314,798      $     357,532        $     452,683
Long-term debt                                                1,477,182          1,472,872            1,276,332
                                                              ---------          ---------            ---------
     Total debt                                               1,791,980          1,830,404            1,729,015
Customer deposits                                               173,066            163,185              143,397
Accounts payable and other liabilities                           47,724             47,209               51,247
Federal and state income taxes                                   14,730             24,628               11,507
Insurance claims and benefits reserves                            8,851              7,824                7,489
Unearned insurance premiums and
  commissions                                                    65,001             62,594               56,939
                                                           ------------       ------------         ------------
     Total liabilities                                        2,101,352          2,135,844            1,999,594
                                                           ------------       ------------         ------------

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                                                  48,959             44,894               44,894
Retained earnings                                               374,834            352,756              334,476
Accumulated other comprehensive income:
  Net unrealized holding gain (loss) on investment
   securities                                                       886                533                (366)
                                                           ------------       ------------         -----------
     Total stockholder's equity                                 424,680            398,184              379,005
                                                           ------------       ------------         ------------

   TOTAL LIABILITIES AND
    STOCKHOLDER'S EQUITY                                  $   2,526,032      $   2,534,028        $   2,378,599
                                                           ============          =========         ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                                         3

<PAGE>


<TABLE>

ARISTAR, INC. and Subsidiaries
Consolidated Statements of Operations, Comprehensive Income and Retained Earnings
(Unaudited)
                                                            For the Three                     For the Six
                                                    Months Ended June 30,                 Months Ended June 30,

(Dollars in thousands)                                     1998             1997            1998              1997
                                                    -----------      -----------     -----------       -----------

<S>                                                 <C>              <C>             <C>               <C>        
Loan interest and fee income                        $    97,683      $    90,440     $   194,895       $   180,748
Investment securities income                              2,967            2,530           5,822             4,983
                                                    -----------      -----------     -----------       -----------
   Total interest income                                100,650           92,970         200,717           185,731

Interest and debt expense                                32,693           31,586          65,853            63,415
                                                    -----------      -----------     -----------       -----------

   Net interest income                                   67,957           61,384         134,864           122,316

Provision for credit losses                              18,300           15,600          36,300            31,000

Net insurance operations                                  4,638            5,377          10,377            10,555
Other income                                              1,139            1,612           1,889             2,500
                                                    -----------      -----------     -----------       -----------
   Total other income                                     5,777            6,989          12,266            13,055

Other expenses
   Personnel costs                                       18,985           16,727          38,044            34,980
   Occupancy expenses                                     2,569            2,436           5,122             4,933
   Advertising expenses                                   1,430            1,253           2,875             2,305
   Amortization of excess cost over
     equity of companies acquired                           866            1,766           1,885             3,532
   Other operating expenses                               9,042            9,009          18,926            19,014
                                                    -----------      -----------     -----------       -----------
     Total other expense                                 32,892           31,191          66,852            64,764
                                                    -----------      -----------     -----------       -----------

Income before income taxes                               22,542           21,582          43,978            39,607

Provision for federal and state income
  taxes                                                   8,900            8,500          17,400            15,600
                                                    -----------      -----------     -----------       -----------

Net income                                               13,642           13,082          26,578            24,007

Other comprehensive income, before tax:
  Net unrealized holding gains (losses) on securities
    arising during period                                    61            (159)             506             (1,335)

  Income tax expense (benefit) related to
    items of other comprehensive income                       6             (74)             153               (593)
                                                    -----------      ----------      -----------       ------------

Other comprehensive income (loss), net of tax                55             (85)             353               (742)
                                                    -----------      ----------      -----------       ------------
Comprehensive income                                $    13,697      $    12,997     $    26,931       $      23,265
                                                    ===========      ===========     ===========       =============

Retained earnings
   Beginning of period                              $   361,192      $   327,894     $   352,756       $    323,969
   Net income                                            13,642           13,082          26,578             24,007
   Dividends paid                                                        (6,500)         (4,500)           (13,500)

   End of period                                    $   374,834      $   334,476     $   374,834       $    334,476
                                                    ===========      ===========     ===========       ============

</TABLE>

See Notes to Consolidated Financial Statements.


                                                         4

<PAGE>


<TABLE>

ARISTAR, INC. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)                                                    For the Three                      For the Six
                                                             Months Ended June               Months Ended June 30,

(Dollars in thousands)                                     1998             1997            1998               1997
                                                    -----------      -----------     -----------       ------------

Cash flows from operating activities
<S>                                                 <C>              <C>             <C>               <C>         
Net income                                          $    13,642      $    13,082     $    26,578       $     24,007
Adjustments to reconcile net income to net cash
   provided by operating activities
    Provision for credit losses                          18,300           15,600          36,300             31,000
    Depreciation and amortization                         2,211            2,880           4,590              5,733
    Deferred income taxes                                  (39)               74           (185)                593
    Increase (decrease) in
     Accounts payable and other liabilities               1,444           11,439             515              4,881
     Unearned insurance premiums and commissions
       and insurance claims and benefits reserves         1,408                7           3,434            (1,074)
     Currently payable income taxes                    (18,296)          (3,630)         (9,898)            (2,329)
   Other assets                                           4,655          (1,878)             506              5,185
                                                    -----------       ---------      -----------       ------------

 Net cash provided by operating activities               23,325           37,574          61,840             67,996
                                                    -----------      -----------     -----------       ------------

Cash flows from investing activities
 Investment securities purchased                       (36,533)         (27,614)        (49,838)           (39,834)
 Investment securities matured                           18,557           12,074          30,539             28,501
 Consumer finance receivables originated
   or purchased                                       (408,156)        (370,917)       (741,389)          (698,803)
 Consumer finance receivables repaid                    361,575          335,534         714,954            680,153
 Net change in property and equipment                   (1,582)            (185)         (1,861)             ( 347)
                                                      ---------      -----------     -----------         ----------

 Net cash used in investing activities                 (66,139)         (51,108)        (47,595)           (30,330)
                                                    ----------       ----------      -----------       ------------

Cash flows from financing activities
 Net change in short-term debt                           19,396         (12,128)        (42,734)             54,677
 Proceeds from issuance of long-term debt                                 21,500          10,000             27,500
 Repayments of long-term debt                           (6,000)                          (6,000)          (104,200)
 Net change in customer deposits                          7,369          (1,151)           9,881            (2,741)
 Dividends paid                                                          (6,500)         (4,500)           (13,500)
 Proceeds from affiliate transfer                         4,065                            4,065
                                                    -----------      -----------     -----------

 Net cash provided by (used in) financing
  activities                                             24,830            1,721        (29,288)           (38,264)
                                                    -----------      -----------     ----------        -----------

Net decrease in cash
  and cash equivalents                                 (17,984)         (11,813)        (15,043)              (598)

Cash and cash equivalents
 Beginning of period                                     29,387           33,875          26,446             22,660
                                                    -----------      -----------     -----------       ------------

 End of period                                      $    11,403      $    22,062     $    11,403       $     22,062
                                                    ===========      ===========     ===========       ============

Supplemental disclosures of cash flow information
 Interest paid                                      $    34,033      $    30,205     $    64,573       $     68,154
 Net intercompany payment in lieu of federal
   and state income taxes                           $    27,197      $    12,133     $    27,300       $     17,934
</TABLE>

See Notes to Consolidated Financial Statements.

                                                         5

<PAGE>





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, 1997.

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 Washington Mutual, Inc.


                                                         6

<PAGE>



ARISTAR, INC. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
<TABLE>

Note 3        Finance Receivables

Consumer finance receivables consisted of the following:
                                                                  June 30,          December 31,          June 30,
(Dollars in thousands)                                                1998                  1997              1997
                                                             -------------      ----------------    --------------
Consumer finance receivables
<S>                                                          <C>                   <C>              <C>           
  Real estate secured loans                                  $   1,163,924         $   1,094,061    $    1,054,338
  Other installment loans                                        1,169,784             1,197,788         1,062,407
  Retail installment contracts                                     309,645               362,373           367,698
                                                             -------------         -------------    --------------
  Gross consumer finance receivables                             2,643,353             2,654,222         2,484,443

Less:   Unearned finance charges and
          deferred loan fees                                     (324,326)             (325,510)         (303,920)
                                                             ------------          ------------     -------------
Consumer finance receivables net of unearned
  finance charges and deferred loan fees                         2,319,027             2,328,712         2,180,523

Less: Allowance for credit losses                                 (76,099)              (74,323)          (70,853)
                                                             ------------          ------------     -------------

Net consumer finance receivables                             $   2,242,928         $   2,254,389    $    2,109,670
                                                             =============         =============    ==============
</TABLE>

Activity in the Company's allowance for credit losses is as follows:
<TABLE>

                                                             Three Months Ended        Six Months Ended
                                                                June 30,                               June 30,

(Dollars in thousands)                               1998              1997              1998                  1997
                                                     ----              ----              ----                  ----

<S>                                         <C>                  <C>                 <C>               <C>         
Balance, beginning of period                $     74,491         $     70,346        $   74,323        $     70,045
Provision for credit losses                       18,300               15,600            36,300              31,000
Amounts charged-off
   Real estate secured loans                       (264)                (288)             (714)               (524)
   Other installment loans                      (17,674)             (15,792)          (35,617)            (31,631)
   Retail installment contracts                  (3,650)              (3,334)           (7,328)             (6,498)
                                            -----------          -----------         ---------         -----------
                                                (21,588)             (19,414)          (43,659)            (38,653)
Recoveries
   Real estate secured loans                         143                   53               320                148
   Other installment loans                         3,568                3,064             6,691              6,116
   Retail installment contracts                      779                  672             1,521              1,359
                                            ------------          -----------        ----------        -----------
                                                   4,490                3,789             8,532              7,623
                                            ------------          -----------        ----------        -----------
Net charge-offs                                 (17,098)             (15,625)          (35,127)           (31,030)

Allowances on notes purchased                        406                  532               603                838
                                            ------------          -----------        ----------        -----------
Balance, end of period                      $     76,099         $     70,853        $   76,099        $    70,853
                                            ============         ============        ==========        ===========

Allowance as a percentage of:
 Consumer finance receivables net
  of unearned finance charges and
  deferred loan fees at period end                  3.3%                 3.2%              3.3%               3.2%

 Current period annualized net charge-offs        111.3%               113.4%            108.3%             114.2%
</TABLE>

                                                         7

<PAGE>



ARISTAR, INC. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
<TABLE>

The following  table sets forth the ratio of receivables  delinquent for 60 days
or more, on a contractual basis, to gross receivables outstanding:
                                                June 30,                December 31,              June 30,
                                                    1998                        1997                  1997
                                            ------------              --------------         -------------
<S>                                                 <C>                         <C>                   <C> 
Real estate secured loans                           0.8%                        0.8%                  0.7%
Other installment loans                              4.6                         4.3                   4.2
Retail installment contracts                         3.4                         3.2                   3.0
                                            ------------              --------------         -------------
                                                    2.7%                        2.7%                  2.6%
                                            ===========               =============          ============
</TABLE>

The table below sets forth certain  percentages  relative to the spread  between
interest income received on the loan portfolio and interest expense:
<TABLE>

                                                             Three Months Ended          Six Months Ended
                                                                June 30                       June 30
                                              ---------------------------------        --------------------
                                                     1998              1997              1998                  1997
                                                     ----              ----              ----                  ----

Ratio to Average Net Receivables:
<S>                                                  <C>              <C>                   <C>            <C>  
         Interest and Fee Income                     17.5%            17.1%                 16.9%          16.6%
         Interest and Debt Expense                     5.7              5.8                   5.7            5.8
                                               -----------       ----------           -----------      ---------

Net Interest Spread                                  11.8%            11.3%                 11.2%          10.8%
                                               ==========        =========            ==========       ========
</TABLE>

Note 4   Long-term Debt

Long-term debt consisted of the following:
<TABLE>

(Dollars in thousands)                                         June 30,           December 31,            June 30,
                                                                   1998                   1997                1997
                                                        ---------------           ------------       -------------

<S>                                                     <C>                      <C>                <C>           
Senior Notes and Debentures                             $     1,248,430          $   1,248,205      $    1,049,147
Senior Subordinated Notes
  and Debentures                                                199,852                199,767             199,685
Federal Home Loan Bank Notes                                     28,900                 24,900              27,500
                                                        ---------------          -------------      --------------
                                                        $     1,477,182          $   1,472,872      $    1,276,332
                                                        ===============          =============      ==============
</TABLE>

Note 5       Customer Deposits

Customer deposits consisted of the following:
<TABLE>

(Dollars in thousands)                                         June 30,          December 31,             June 30,
                                                                   1998                   1997               1997
                                                        ---------------          -------------          ---------

<S>                                                     <C>                      <C>                <C>           
Money market accounts                                   $        14,651          $      15,883      $       15,041
Savings accounts                                                  1,033                  1,493               1,811
Certificates of deposit
  under $100,000                                                142,370                133,041             116,024
Certificates of deposit
  $100,000 and over                                              15,012                 12,768              10,521
                                                        ---------------          -------------      --------------
                                                        $       173,066          $     163,185      $      143,397
                                                        ===============          =============      ==============
</TABLE>

                                                          8

<PAGE>



Item 2.        MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998

Net income for the six months  ended June 30,  1998 of $26.6  million  increased
10.7% from $24.0 million for the same period of 1997. The  improvement  reflects
an increase in net interest  income  resulting from higher  receivables  and net
interest spread, partially offset by higher credit and operating costs.

The Company's net interest income before  provision for credit losses  increased
$12.5  million,  or 10.3%,  to $134.9  million for the six months ended June 30,
1998,  compared  to the  same  period  of 1997.  Average  net  consumer  finance
receivables  outstanding of $2.3 billion were $124.8 million,  or 5.8%,  greater
for the six months ended June 30, 1998,  as compared to the same period of 1997.
The increase in receivables reflects originations, excluding renewals, of $741.4
million which was up 6.1% compared to the same period during 1997. The increased
lending volume is due to home equity originations.  A substantial portion of the
increase in home equity  originations  is in the state of Texas as a result of a
change in legislation  that expanded the availability of that product as well as
increased  lending in the Company's other markets.  The overall  portfolio yield
increased  30 basis points to 17.0% from 16.7% for the six months ended June 30,
1998 as compared to the same 1997  period.  As a result,  loan  interest and fee
income increased $14.1 million, or 7.8%, for the six months ended June 30, 1998,
as  compared  to the six months  ended June 30,  1997.  Income  from  investment
securities increased $839 thousand,  or 16.8%, for the six months ended June 30,
1998, as compared to the same 1997 period.  As a result,  total interest  income
increased by $15.0 million,  or 8.1%, for the six months ended June 30, 1998, as
compared to the six months ended June 30, 1997. Average debt outstanding of $2.0
billion  increased $82 million,  or 4.4%, and the weighted average interest rate
on such debt  decreased by 3 basis points,  resulting in an increase in interest
and debt  expense of $2.4  million,  or 3.8%,  for the six months ended June 30,
1998, as compared to the same 1997 period.

The provision for credit losses for the six months ended June 30, 1998 was 3.17%
as an annualized percentage of average net consumer finance receivables for that
period, as compared to 2.86% for the first half of 1997. Net credit  charge-offs
for the six months ended June 30, 1998 were 3.06% on an annualized percentage of
average net finance receivables,  as compared to 2.86% for the same 1997 period.
The increase is due  primarily to the national  rise in  bankruptcies  which has
resulted  in  higher  credit  losses  for the  industry.  At June  30,  1998 the
allowance for credit losses as a percentage of consumer finance  receivables net
of unearned finance charges and deferred loan fees at period end equated to 3.3%
as compared to 3.2% at June 30, 1997.

Personnel costs were $3.1 million, or 8.8%, higher for the six months ended June
30, 1998,  as compared to the same 1997 period.  This is primarily due to normal
compensation increases and increased lending volumes.

Productivity,  defined as the ratio of  operating  and  administrative  expenses
(before  deferral  of  direct  loan  costs)  to  average   outstanding   finance
receivables,  improved to 6.1% in the six months ended June 30, 1998 as compared
to 6.3% in the first half of 1997.

The Company has initiated a program to prepare the Company's computer system and
applications  for years after 1999.  Many  computer  programs  use two digits to
identify the year in a date field. When  computations  involve years after 1999,
such programs could create  erroneous  results or fail. The Company is assessing
all internal  programs and systems as well as  contacting  software  vendors and
others with which it conducts  business to ensure that  potential  problems  are
identified  and resolved.  The Company  expects to incur internal staff costs as
well as consulting and other  expenses  related to  infrastructure  enhancements
necessary  to  prepare  the  systems  for the years  after  1999 and to  perform
appropriate  testing.  The Company does not believe that such process will 
result in a material cost to the Company.

                                                          9

<PAGE>



PART II.       OTHER INFORMATION

Item 5.        Other Information
<TABLE>

The  calculation  of the Company's  ratio of earnings to fixed charges as of the
dates indicated is shown below:
                                                       Six Months                     Year               Six Months
                                                            Ended                    Ended                    Ended
                                                         June 30,               December 31,               June 30,
                                                             1998                     1997                     1997
                                                     ------------             ------------             ------------

<S>                                                  <C>                      <C>                      <C>         
     Income before income taxes                      $     43,978             $     76,031             $     39,607
                                                     ------------             ------------             ------------

     Fixed charges:
     Interest and debt expense on
       all indebtedness                                    65,853                  128,887                   63,415

     Appropriate portion of
       rentals (33%)                                        1,303                    3,565                    1,746
                                                     ------------             ------------             ------------

     Total fixed charges                                   67,156                  132,452                   65,161
                                                     ------------             ------------             ------------

     Earnings available for
       fixed charges                                 $    111,134             $    208,483             $    104,768
                                                     ============             ============             ============

     Ratio of earnings
       to fixed charges                                      1.65                     1.57                     1.61
                                                     ============             ============             ============
</TABLE>



                                                         10

<PAGE>



Item 6.       Exhibits and Reports on Form 8-K

(a)    Exhibits

        (3)   (a)  Certificate of Incorporation of Aristar, Inc. as presently in
                   effect. (1)
              (b)  By Laws of Aristar, Inc. as presently in effect. (1)

       (4)    (a)  Indenture dated as of May 1, 1991 between Aristar, Inc. and
                   Security Pacific National Bank, as trustee. (2)
              (b)  Indenture dated as of May 1, 1991 between Aristar, Inc. and
                   The First National Bank of Boston, as trustee. (2)
              (c)  Indenture dated as of July 1, 1992 between Aristar,  Inc. and
                   The Chase Manhattan Bank, N.A., as trustee. (3)
              (d)  Indenture dated as of July 1, 1992 between Aristar,  Inc. and
                   Citibank, N.A., as trustee. (3)
              (e)  Indenture dated as of July 1, 1995 between Aristar,  Inc. and
                   The Bank of New York, as trustee. (4)
              (f)  Indenture dated as of October 1, 1997 between  Aristar,  Inc.
                   and First Union National Bank, as trustee, (5)
              (g)  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.

        (27)       Financial Data Schedule


                                                         11

<PAGE>



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

       (1)         Incorporated  by reference to  Registrant's  Annual Report on
                   Form 10-K for the year ended  December 31,  1987,  Commission
                   file number 1-3521.
       (2)         Incorporated by reference to  Registrant's  Current Report on
                   Form 8-K dated May 29, 1991, Commission file number 1-3521.
       (3)         Incorporated by reference to  Registrant's  Current Report on
                   Form 8-K dated June 24, 1992, Commission file number 1-3521.
       (4)         Incorporated by reference to Registrant's Quarterly Report on
                   Form 10-Q for the  quarter  ended June 30,  1995,  Commission
                   file number 1-3521.
       (5)         Incorporated by reference to  Registrant's  Current Report on
                   Form 8-K  dated  October  6,  1997,  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.


                                                        12

<PAGE>
















                                    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 14, 1998               By:   /s/ Douglas G. Wisdorf
     --------------------------------        ----------------------------
                                             Douglas G. Wisdorf
                                             Senior Vice President and
                                             Chief Financial Officer
                                             (Principal 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
six months  ended June 30, 1998 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK>                         0000007214
<NAME>                           Aristar


       
<S>                             <C>
<PERIOD-TYPE>                   6-mos
<FISCAL-YEAR-END>                          Dec-31-1998

<PERIOD-END>                               Jun-30-1998
<CASH>                                          11,403
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    174,338
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                      2,319,027
<ALLOWANCE>                                   (76,099)
<TOTAL-ASSETS>                               2,526,032
<DEPOSITS>                                     173,066
<SHORT-TERM>                                   314,798
<LIABILITIES-OTHER>                             47,724
<LONG-TERM>                                  1,477,182
                                0
                                          0
<COMMON>                                             1
<OTHER-SE>                                     424,679
<TOTAL-LIABILITIES-AND-EQUITY>               2,526,032
<INTEREST-LOAN>                                194,895
<INTEREST-INVEST>                                5,822
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                               200,717
<INTEREST-DEPOSIT>                               4,863
<INTEREST-EXPENSE>                              65,853
<INTEREST-INCOME-NET>                          134,864
<LOAN-LOSSES>                                   36,300
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                 66,852
<INCOME-PRETAX>                                 43,978
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    25,578
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                    7.94
<LOANS-NON>                                     51,060
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                74,323
<CHARGE-OFFS>                                 (43,659)
<RECOVERIES>                                     8,532
<ALLOWANCE-CLOSE>                               76,099
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                         76,099
        

<FN>
     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, 1998 using the Article
9 format.
</FN>



</TABLE>


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