<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, 1996
-------------------------------------------------
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9200 Oakdale Avenue, Chatsworth, California 91311
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(Address of principal executive offices) (Zip Code)
(818) 775-3411
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(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 = 14
Exhibit index is at page 10<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, 1996, 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 5
1988-1 6
1988-2 3
1988-3 3
1988-4 4
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, 1996 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 $118,825,000 58.1
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 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. 24,000,000 24.0
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.
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 Supplemental Report of Independent Accountants on
Agreed Upon Procedures Relating to Requirements
of Certain Pooling and Servicing Agreements for
Mortgage Pass-Through Certificates
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 31, 1997
- ----------------------------- --------------
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 31, 1997, by the following persons on
behalf of the registrant and in the capacities indicated.
/s/ John F. Maher
- ----------------------------------------------------
John F. Maher, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Carl F. Geuther
- ------------------------------------------------------------------
Carl F. Geuther, Vice Chairman and Chief Financial Officer
(Principal Financial Officer)
/s/ Barry R. Barkley
- ----------------------------------------------------
Barry R. Barkley, Senior Vice President and 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 11
Series 1987-1 through 1989-1
28.2 Supplemental Report of Independent Accountants on 13
Agreed Upon Procedures Relating to Requirements
of Certain Pooling and Servicing Agreements for
Mortgage Pass-Through Certificates
</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, 1996 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 31st day of March 1997.
/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 21, 1997
To the Board of Directors and Management of
Great Western Bank, a Federal Savings Bank
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, 1996, in connection with the
Bank's role as Master Servicer for 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>
The procedures enumerated below have been performed solely to assist the
users in evaluating management's assertion about the Bank's compliance with
the requirements of the Pooling and Servicing Agreements as outlined above
(the Agreements), included in its representation letter dated March 21,
1997. The Agreements are between the Bank (the Seller and Servicer) and
Bankers Trust Company of California (the successor Trustee to Bank of
America).
This agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of these procedures is solely the
responsibility of the specified users of the report. Consequently, we make
no representation regarding the sufficiency of the procedures described
below either for the purpose for which this report has been requested or
for any other purpose.
<PAGE>
The procedures that 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, 1996.
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 February 27, 1995 Master Agreement with
Federal Home Loan Mortgage Corporation (Freddie Mac) as renewed on
February 27, 1996. We determined that the coverage was sufficient for
the Bank to continue operating as a Freddie Mac Seller/Servicer as
required by the Agreements.
3. We read the title for each demand deposit account (DDA) used for the
seven Certificates as outlined above and determined that it was
adequately titled to identify the purpose of the account. We further
verified that each of the DDA was held at the Bank which is 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 Bank's Monthly Accounting Report (CPI report #62-C) as of
September 30, 1996 for each of the seven Certificate Series to the
balance reported on the Statements to Certificate holders of Great
Western Bank dated October 25, 1996, and determined that the balances
agreed.
We were not engaged to, and did not, perform an examination, the objective
of which would be the expression of an opinion on management's compliance
with the requirements of the Agreements. Accordingly, we do not express
such an opinion. Had we performed additional procedures, other matters
might have come to our attention that would have been reported to you.
This report is intended solely for the use of the Board of Directors,
management and the Trustee and should not be used by those who have not
agreed to the procedures and taken responsibility for the sufficiency of the
procedures for their purpose. However, the report may be included in
documents pertaining to reporting requirements of the Securities Exchange
Act of 1934.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
Los Angeles, California
March 21, 1997
