<PAGE>
THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
GREAT WESTERN BANK, A FEDERAL SAVINGS BANK
(as Seller and Servicer under certain Pooling and
Servicing Agreements providing for the issuance of Mortgage
Pass-Through Certificates, issuable in series)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 2-89769
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GREAT WESTERN BANK, A FEDERAL SAVINGS BANK
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(Exact name of registrant as specified in its charter)
Federal Charter 95-0526940
- - ------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9200 Oakdale Avenue, Chatsworth, California 91311
- - -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(818) 775-3411
- - -------------------------------------------------------------------
(Bank's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
NOTE: Registrant is filing this Annual Report on Form 10-K with reduced
disclosure format pursuant to exemptive orders obtained from the Securities and
Exchange Commission on September 4, 1987 and January 12, 1989.
Total number of pages including exhibits = 12
Exhibit index is at page 8<PAGE>
<PAGE>
PART I
ITEM 1. BUSINESS. Great Western Bank, A Federal Savings Bank (the
"Registrant") is filing this Annual Report on Form 10-K (the "Annual Report")
in its capacity as servicer of certain adjustable rate, 1-4 unit residential
loans under Pooling and Servicing Agreements (collectively, the "Agreements")
between the Registrant and Banker's Trust Co. of California, as trustee (the
"Trustee"), each of which established a separate mortgage loan pool (each,
a "Mortgage Pool"). Mortgage Pass-Through Certificates, Class A, Series
1987-1, Series 1988-1, Series 1988-2, Series 1988-3, Series 1988-4, Series
1988-5 and Series 1989-1 (each, a "Certificate Series," and collectively, the
"Class A Certificates"), have been issued pursuant to the Agreements, with
each such series evidencing an undivided beneficial interest in the Mortgage
Pool established by the related Agreement.
In filing this Annual Report, the Registrant is using a reduced
disclosure format pursuant to exemptive orders obtained from the Securities
and Exchange Commission on September 4, 1987 and January 12, 1989 (the
"Orders").
ITEM 2. PROPERTIES. Pursuant to the terms of the Orders, reference
is hereby made to the annual statement as to compliance delivered to the
Trustee with respect to the Mortgage Pools (the "Annual Statement as to
Compliance"), filed as Exhibit 28.1 to this Annual Report.
ITEM 3. LEGAL PROCEEDINGS. There are no material pending legal
proceedings involving any Mortgage Pool, the Trustee or the Registrant
relating to any Certificate Series.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No vote
or consent of holders of any Certificate Series was solicited for any purpose
during the calendar year covered by this Annual Report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS. To the best knowledge of the Registrant, the Class A Certificates
are traded in the secondary market.
As of December 31, 1995, based on information provided to the
Registrant by the Trustee, the Class A Certificates were held of record by
the number of holders specified in the following table:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Certificate Number of
Series Holders
- - ----------- ---------
<S> <C>
1987-1 7
1988-1 6
1988-2 3
1988-3 3
1988-4 5
1988-5 5
1989-1 5
</TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Pursuant to the
terms of the Orders, reference is hereby made to the annual independent
public accountants' servicing report delivered to the Trustee with respect
to the Mortgage Pools (the "Annual Independent Accountants' Servicing
Report"), filed as Exhibit 28.2 to this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE. Not Applicable.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The
Registrant does not maintain records regarding persons known to it to be the
record owners of more than 5% of each Certificate Series. Pursuant to the
Orders, the record owners of more than 5% of each Certificate Series as of
December 31, 1995 are set forth below. Such information has been provided
to the Registrant by the Trustee.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Percent of
Certificate
Certificate Name and Address Amount Held Series
Series of Record Holder of Record Held of Record
- - ----------- ---------------- ------------ --------------
<S> <C> <C> <C>
1987-1 Cede & Co $115,325,000 56.4
c/o Depository Trust Co.
Dividend Announcements
7 Hanover Square, 22nd Fl
New York, NY 10004
1987-1 Guaranty Federal 75,150,000 36.8
Savings Bank
8333 Douglas Avenue
Dallas, TX 75225
1988-1 Cede & Co 156,375,000 80.8
c/o Depository Trust Co.
Dividend Announcements
7 Hanover Square, 22nd Fl
New York, NY 10004
1988-1 Guaranty Federal 31,750,000 16.4
Savings Bank
8333 Douglas Avenue
Dallas, TX 75225
1988-2 Cede & Co. 81,000,000 40.8
c/o Depository Trust Co.
Dividend Announcements
7 Hanover Square, 22nd Fl
New York, NY 10004
1988-2 Bankcan & Co. 117,450,000 59.2
Bankers Trust Company
Attn. FHLB Unit
16 Wall Street
New York, NY 10015
1988-3 Cede & Co. 44,300,000 44.3
c/o Depository Trust Co.
Dividend Announcements
7 Hanover Square, 22nd Fl
New York, NY 10004
<PAGE>
<PAGE>
1988-3 Guaranty Federal 55,750,000 55.7
Savings Bank
8333 Douglas Avenue
Dallas, TX 75225
1988-4 Home Savings Ban 01 5,000,000 5.0
Home Savings Bank of Florida
P.O. Box 2168
Hollywood, FL 33022
1988-4 Guaranty Federal 57,000,000 57.0
Savings Bank
8333 Douglas Avenue
Dallas, TX 75225
1988-4 Bost & Co. 19,000,000 19.0
c/o Mellon Bank
P.O. Box 3195
Pittsburgh, PA 15230-3195
1988-4 Cede & Co. 19,000,000 19.0
c/o Depository Trust Co.
Dividend Announcements
7 Hanover Square, 22nd Fl
New York, NY 10004
1988-5 Cede & Co. 66,000,000 66.0
c/o Depository Trust Co.
Dividend Announcements
7 Hanover Square, 22nd Fl
New York, NY 10004
1988-5 Guaranty Federal 33,050,000 33.0
Savings Bank
8333 Douglas Avenue
Dallas, TX 75225
1989-1 Cede & Co. 68,000,000 68.0
c/o Depository Trust Co.
Dividend Announcements
7 Hanover Square, 22nd Fl
New York, NY 10004
1989-1 Anchor Savings Bank, FSB 16,000,000 16.0
c/o Dime Savings Bank of
New York
European American Bank Plaza
East Tower - 13th Floor
Uniondale, NY 11556-0123
Attn: Investment Acctg.
<PAGE>
<PAGE>
1989-1 Guaranty Federal 15,000,000 15.0
Savings Bank
8333 Douglas Avenue
Dallas, TX 75225
/TABLE
<PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.
(a) and (c) Exhibits. Pursuant to the Orders, the Registrant includes
as exhibits to this Annual Report the Annual Statement as to Compliance and
the Annual Independent Accountants' Servicing Report.
<TABLE>
<CAPTION>
Exhibit
No.
- - -------
<S> <C>
28.1 Annual Statement as to Compliance for Certificate
Series 1987-1 through 1989-1
28.2 Annual Independent Accountants' Servicing Report for
Certificate Series 1987-1 through 1989-1.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH
HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934.
No annual report or proxy material with respect to the period covered
by this Annual Report on Form 10-K has been sent to the holders of the Class
A Certificates.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GREAT WESTERN BANK, A FEDERAL SAVINGS BANK
/s/John F. Maher March 26, 1996
- - ----------------------------- --------------
John F. Maher, President Date
and Chief Executive
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes John F. Maher,
Carl F. Geuther and Barry R. Barkley, and each of them or any of them, as
attorney-in-fact to sign on his or her behalf as an individual and in every
capacity stated below, and to file all amendments to the registrant's Form
10-K, and the registrant hereby confers like authority to sign and file in
its behalf.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 26, 1996, by the following persons on
behalf of the registrant and in the capacities indicated.
/s/ John F. Maher
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John F. Maher, President and Chief Executive
(Principal Executive Officer)
/s/ Carl F. Geuther
- - ------------------------------------------------------------------
Carl F. Geuther, Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
/s/ Barry R. Barkley
- - ----------------------------------------------------
Barry R. Barkley, Senior Vice President, Controller
(Principal Accounting Officer)
/s/ James F. Montgomery
- - -------------------------------------------------------
James F. Montgomery, Director and Chairman of the Board
/s/ Dr. David Alexander /s/ Enrique Hernandez, Jr.
- - --------------------------------- ---------------------------------
Dr. David Alexander, Director Enrique Hernandez, Jr., Director
/s/ H. Frederick Christie /s/ Charles D. Miller
- - --------------------------------- ---------------------------------
H. Frederick Christie, Director Charles D. Miller, Director
/s/ Stephen E. Frank /s/ Dr. Alberta E. Siegel
- - --------------------------------- ---------------------------------
Stephen E. Frank, Director Dr. Alberta E. Siegel, Director
/s/ John V. Giovenco /s/ Willis B. Wood, Jr.
- - --------------------------------- ---------------------------------
John V. Giovenco, Director Willis B. Wood, Jr., Director
/s/ Firmin A. Gryp
- - -------------------------------
Firmin A. Gryp, Director
<PAGE>
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. DESCRIPTION Page
- - ------- ------------------------------------------------- ------------
28.1 Annual Statement as to Compliance for Certificate 9
Series 1987-1 through 1989-1
28.2 Supplemental Report of Independent Accountants on 10
Agreed Upon Procedures Relating to Requirements
of Certain Pooling and Servicing Agreements
</TABLE>
EXHIBIT 28.1
ANNUAL STATEMENT AS TO COMPLIANCE
Bruce F. Antenberg, Senior Vice President and Treasurer
and E. S. Lyons, Senior Vice President, both of Great Western
Bank, A Federal Savings Bank (the "Bank"), pursuant to Section
3.10 of certain Pooling and Servicing Agreements between the
Bank, as seller and servicer, and Banker's Trust Co. of
California, as trustee, dated as of the respective dates set
forth below (the "Pooling and Servicing Agreements") pursuant to
which Mortgage Pass-Through Certificates of the indicated Series
were issued:
<TABLE>
<CAPTION>
Date of Pooling and Mortgage Pass-Through
Servicing Agreement Certificates, Series
------------------- ---------------------
<S> <C>
July 1, 1987 1987-1
March 1, 1988 1988-1
April 1, 1988 1988-2
June 1, 1988 1988-3
August 1, 1988 1988-4
December 1, 1988 1988-5
January 1, 1989 1989-1
</TABLE>
do hereby certify that:
(i) a review of the activities of the Bank for the year
ended December 31, 1995 and of performance under the Pooling and
Servicing Agreements has been made under our supervision, and
(ii) to the best of our knowledge, based on such review, the
Bank has fulfilled all of its obligations under each Pooling and
Servicing Agreement throughout such year.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, we have hereunto signed our names as of
this 29th day of March 1996.
/s/ Bruce F. Antenberg
- - ------------------------------
Bruce F. Antenberg
Senior Vice President
and Treasurer
/s/ E. S. Lyons
- - ------------------------------
E. S. Lyons
Senior Vice President
<PAGE>
EXHIBIT 28.2
SUPPLEMENTAL REPORT OF INDEPENDENT ACCOUNTANTS
ON AGREED UPON PROCEDURES RELATING TO REQUIREMENTS
OF CERTAIN POOLING AND SERVICING AGREEMENTS
FOR MORTGAGE PASS-THROUGH CERTIFICATES
March 29, 1996
To the Board of Directors
Great Western Bank, a Federal Savings Bank
At your request, we have performed the procedures enumerated below with
respect to the mortgage operations of Great Western Bank, a Federal
Savings Bank (a wholly-owned subsidiary of Great Western Financial
Corporation) and its subsidiaries (the Bank) as of December 31, 1995, in
connection with the following Adjustable Rate Mortgage Pass-Through
Certificates (collectively, the Certificates):
<TABLE>
<CAPTION>
Date of Pooling and Mortgage Pass-Through
Servicing Agreement: Certificates, Series:
- - -------------------- ---------------------
<S> <C>
July 1, 1987 1987-1
March 1, 1988 1988-1
April 1, 1988 1988-2
June 1, 1988 1988-3
August 1, 1988 1988-4
December 1, 1988 1988-5
January 1, 1989 1989-1
</TABLE>
<PAGE>
<PAGE>
Our review was made solely to assist you in evaluating whether the
mortgage operations relating to the Certificates of the Bank are in
compliance with the related requirements of the Pooling and Servicing
Agreements (the Agreements), and our report is not to be used for any
other purpose. It is understood that this report is solely for your
information and that of the trustees and holders of the Certificates and
is not to be referred to or distributed for any purpose to anyone who is
not a member of management of the Bank or those parties mentioned above,
except that it may be included in documents pertaining to reporting
requirements of the Securities Exchange Act of 1934. The procedures we
performed are summarized as follows:
1. We obtained representation from the management of the Bank that it
has not received any unfavorable findings or been suspended by any
investor, regulatory agency, or the Department of Housing and Urban
Development at any time during the twelve month period ended December 31,
1995.
2. We compared the fidelity and mortgagee's errors and omissions
insurance policies maintained by the Bank with the coverage requirements
set forth in the "Compliance Reporting Guide" (March 1993), as amended by
specific waivers contained in the February 14, 1995 Master Agreement with
Freddie Mac which reduced coverage requirements and deductible amounts.
We determined that the coverage was sufficient for the Bank to continue
operating as a Freddie Mac Seller/Servicer as required by the Pooling and
Servicing Agreements.
3. We read the title of the general ledger accounts used for certificate
funds and noted that custodial funds for each Certificate Series are
segregated into separate general ledger accounts which are adequately
titled to identify the purpose of the account. Management has represented
to us that the balances included in the Certificate general ledger
accounts are insured by the Savings Association Insurance Fund of the
Federal Deposit Insurance Corporation.
4. We compared the aggregate principal balance of the mortgage loans on
the individual monthly Certificates' mortgage trial balances of the Bank
as of June 15, 1995 for Certificate Series 1988-2 and as of June 30, 1995
for Certificate Series 1987-1, 1988-1, 1988-3, 1988-4, 1988-5 and 1989-1
to the amounts reported on the Bank's Statements to Certificateholders
dated July 10, 1995 and July 25, 1995, respectively, and determined that
they agreed.
<PAGE>
<PAGE>
Because the above procedures do not constitute an audit conducted in
accordance with generally accepted auditing standards, we do not express
and opinion on any of the accounts or items referred to above. In
connection with the procedures referred to above, no matters came to our
attention that caused us to believe that the specified accounts or items
should be adjusted. Had we performed additional procedures with respect
to the mortgage operations of the Bank in connection with the
Certificates, matters might have come to our attention that would have
been reported to you. This report relates only to the accounts and items
specified above and does not extend to any financial statements of the
Bank, taken as a whole.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
