<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1997
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number: 1-8972
INDYMAC/INMC MORTGAGE HOLDINGS, INC. 401(k) PLAN
155 North Lake Avenue, Pasadena, California 91101-1857
(Full title and address of plan)
------------------------
INDYMAC MORTGAGE HOLDINGS, INC.
(formerly INMC Mortgage Holdings, INC.)
(Exact name of registrant as specified in its charter)
155 North Lake Avenue, Pasadena, California 91101-1857
(Address of principal executive offices) (Zip Code)
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan (the "Plan") became
effective as of July 1, 1997. Filed as a part of this report on Form 11-K are
the audited financial statements of the Plan as of and for the six month period
ended December, 31, 1997.
(b) Exhibit
(1) Consent of Independent Auditors
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
------------------------------------------------
(Name of Plan)
Date June 29, 1998 By: /s/ JAMES P. GROSS
-------------------------------------
Name: James P. Gross
Executive Vice President, CFO
<PAGE>
IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
Financial Statements and Supplemental Schedules
Six Month Period Ended December 31, 1997
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Report of Independent Certified Public Accountants........................... 1
Statement of Net Assets Available for Benefits............................... 2
Statement of Changes in Net Assets Available for Benefits.................... 3
Notes to Financial Statements................................................ 5
Supplemental Schedules
Schedule of Assets Held for Investment Purposes.............................. 8
Schedule of Reportable Transactions.......................................... 9
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors
IndyMac, Inc.
We have audited the accompanying statement of net assets available for benefits
of IndyMac/NMC Mortgage Holdings, Inc. 401(k) Plan as of December 31, 1997, and
the related statement of changes in net assets available for benefits for the
six-month period then ended. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997, and the changes in net assets available for benefits for the
six-month period then ended, in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1997, and reportable transactions for
the six-month period then ended, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
GRANT THORNTON LLP
Los Angeles, CA
June 26, 1998
1
<PAGE>
IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
Statement of Net Assets Available for Benefits
As of December 31, 1997
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Investments, at fair value:
Shares of registered investment companies:
Scudder Income Fund $ 126,308
Scudder Growth and Income Fund 673,628
Scudder Cash Investment Trust 26
Scudder International Fund 235,606
IDS Mutual Fund 185,266
IDS New Dimensions Fund 383,094
Countrywide Utility Fund 7,564
Countrywide Adjustable Rate U.S. Government Securities Fund 26,386
Countrywide Institutional Government Income Fund 236,168
Countrywide Equity Fund 1,334
Countrywide Intermediate Term Government Income Fund 877
Scudder Stock Index Common Collective Trust 499,832
Countrywide Credit Industries, Inc. Common Stock 2,092,506
IndyMac Mortgage Holdings, Inc. Common Stock 118,710
Participant notes receivable 77,299
-----------
Total Investments 4,664,604
Receivables:
Employer's contributions 134,545
Participants' contributions 120,323
-----------
Total receivables 254,868
NET ASSETS AVAILABLE FOR BENEFITS $4,919,472
==========
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE>
IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
with Fund Information
Six Month Period Ended December 31, 1997
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Scudder Scudder IDS
Scudder Growth & Scudder Cash International IDS Dimensions
Income Fund Income Fund Investment Trust Fund Mutual Fund Fund
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net appreciation(depreciation)
in fair value of investments $ (458) $(21,936) $ - $(39,207) $(16,954) $(23,548)
Interest 6,444 51,347 802 25,670 22,908 28,703
Dividends - - - - - -
-------- -------- --------- -------- -------- --------
5,986 29,411 802 (13,537) 5,954 5,155
Contributions:
Employer's - - - - - -
Participants' 24,053 145,197 3,081 46,310 54,314 92,032
Rollovers 15,202 80,509 - 7,543 30,780 28,968
-------- -------- --------- -------- -------- --------
39,255 225,706 3,081 53,853 85,094 121,000
-------- -------- --------- -------- -------- --------
Total Additions 45,241 255,117 3,883 40,316 91,048 126,155
Deductions from net assets
attributed to:
Distributions paid to participants 4,011 9,319 - 3,035 3,299 12,508
Administrative expenses 175 13 - - - -
-------- -------- --------- -------- -------- --------
Total Deductions 4,186 9,332 - 3,035 3,299 12,508
Net increase(decrease) prior to
interfund transfers 41,055 245,785 3,883 37,281 87,749 113,647
Interfund transfers (net) (52,143) 5,396 (200,261) 53,571 1,099 1,608
-------- -------- --------- -------- -------- --------
Net increase(decrease) (11,088) 251,181 (196,378) 90,852 88,848 115,255
Net Assets Available for Benefits:
July 1, 1997 137,396 422,447 196,404 144,754 96,418 267,839
-------- -------- --------- -------- -------- --------
December 31, 1997 $126,308 $673,628 $ 26 $235,606 $185,266 $383,094
======== ======== ========= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE>
IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
with Fund Information
Six Month Period Ended December 31, 1997
(continued)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------
Countrywide Countrywide Countrywide Scudder
Adjustable Rate Institutional Intermediate Stock Index
Countrywide U.S. Government Government Countrywide Term Governmental Common
Utility Fund Securities Fund Income Fund Equity Fund Income Fund Collective Trust
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net appreciation(depreciation)
in fair value of investments $ 668 $ (7) $ -- $ 21 $ 4 $ 18,501
Interest 136 441 3,941 1 6 470
Dividends -- -- -- -- -- --
------ ------- -------- ------ ---- --------
804 434 3,941 22 10 18,971
Contributions:
Employer's -- -- -- -- -- --
Participants' 6,724 6,452 34,088 1,304 867 158,501
Rollovers -- 19,029 3,892 -- -- 60,952
------ ------- -------- ------ ---- --------
6,724 25,481 37,980 1,304 867 219,453
------ ------- -------- ------ ---- --------
Total Additions 7,528 25,915 41,921 1,326 877 238,424
Deductions from net assets
attributed to:
Distributions paid to participants -- -- 4,017 -- -- 3,832
Administrative expenses -- -- 44 -- -- 56
------ ------- -------- ------ ---- --------
Total Deductions -- -- 4,061 -- -- 3,888
Net increase(decrease) prior to
interfund transfers 7,628 25,915 37,860 1,326 877 234,536
Interfund transfers (net) 36 72 198,135 8 -- 102
------ ------- -------- ------ ---- --------
Net increase(decrease) 7,564 25,987 235,995 1,334 877 234,638
Net Assets Available for Benefits:
July 1, 1997 -- 399 173 -- -- 265,194
------ ------- -------- ------ ---- --------
December 31, 1997 $7,564 $26,386 $236,168 $1,334 $877 $499,832
====== ======= ======== ====== ==== ========
</TABLE>
<TABLE>
<CAPTION>
Non-Participant Direct
------------------------------------
Countrywide
Participant Credit Industries IndyMac Mortgage
Notes Inc. Holdings, Inc.
Receivable Common Stock Common Stock Other Total
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment Income:
Net appreciation(depreciation)
in fair value of investments $ -- $ 495,473 $ 5,930 $ -- $ 418,487
Interest -- -- -- -- 140,869
Dividends -- 7,638 -- -- 7,638
------- ---------- -------- -------- ----------
-- 503,111 5,930 -- 566,994
Contributions:
Employer's -- -- 113,114 134,545 247,659
Participants' 16,236 -- (111) 120,323 709,371
Rollovers -- -- -- -- 246,876
------- ---------- -------- -------- ----------
16,236 -- 113,003 254,868 1,203,905
------- ---------- -------- -------- ----------
Total Additions 16,236 503,111 118,933 254,868 1,770,899
Deductions from net assets
attributed to:
Distributions paid to participants -- 14,963 223 -- 55,207
Administrative expenses -- -- -- -- 288
------- ---------- -------- -------- ----------
Total Deductions -- 14,963 223 -- 55,495
Net increase(decrease) prior to
interfund transfers 16,236 488,148 118,710 254,868 1,715,404
Interfund transfers (net) -- 72,641 -- (80,264) --
------- ---------- -------- -------- ----------
Net increase(decrease) 16,236 560,789 118,710 174,604 1,715,404
Net Assets Available for Benefits:
July 1, 1997 61,063 1,531,717 -- 80,264 3,204,068
------- ---------- -------- -------- ----------
December 31, 1997 $77,299 $2,092,506 $118,710 $254,868 $4,919,472
======= ========== ======== ======== ==========
</TABLE>
4
<PAGE>
INDYMAC/INMC MORTGAGE HOLDINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE 1--DESCRIPTION OF PLAN
Effective July 1, 1997, IndyMac Mortgage Holdings, Inc. and IndyMac Inc. (the
"Companies") established and adopted the IndyMac/INMC Mortgage Holdings, Inc.
401(k) Plan (the "Plan") for the benefit of their eligible employees. The Plan
was established to provide continuation of the benefits provided pursuant to
the Countrywide Credit Industries, Inc. 401(k) Plan for participants who
transferred employment from Countrywide Credit Industries, Inc. to IndyMac
Mortgage Holdings, Inc. or IndyMac, Inc. and to provide retirement savings
benefits to new employees of the Companies. The trustee of the Plan is Scudder
Trust Company.
Employee balances in the Countrywide Credit Industries, Inc. 401(k) Plan were
transferred to the Plan effective July 1, 1997. The market value of the assets
attributable to those participant accounts transferred on July 1, 1997 was
$3,204,068.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all employees of
the Companies and provides for retirement, disability, death and termination
benefits. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute up to 16% to a maximum of $9,500 of pre-
tax annual compensation, as defined in the Plan. Participants may also
contribute amounts representing distributions from other qualified plans
("rollover contributions"). The Companies may determine at their sole
discretion employer matching contribution to be made. Currently, the Companies
contribute 75% of the first 3% of the participant's annual compensation that a
participant contributes to the Plan and 25% of the second 3% of the
participant's annual compensation that a participant contributes.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of the Companies' contributions and Plan earnings. Allocations are
based upon the number of units of the Plan in each participant's account.
Forfeited balances of terminated participants' nonvested accounts are applied as
employer contributions made in advance, and reduce the Companies' future
contributions. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Companies' contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant
vests at the rate of 20% per year until becoming fully vested after 5 years of
service.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee contributions in
any of fourteen investment options. Participants can then change their
investment options at any time. Employer contributions are invested in the
common stock of IndyMac Mortgage Holdings, Inc. until the participant is fully
vested, then the participant may choose from the fourteen investment options.
Current investment options are described below.
SCUDDER STOCK INDEX COMMON COLLECTIVE TRUST - Monies are invested in common
stocks that seek to match the total return of the Standard & Poors's 500 Stock
Index.
SCUDDER GROWTH AND INCOME FUND - Monies are invested primarily in income-
producing common and preferred stocks of growing established companies.
5
<PAGE>
SCUDDER INTERNATIONAL FUND - Monies are invested in a diversified portfolio of
foreign stocks of growing established companies.
SCUDDER INCOME FUND - Monies are invested in high-grade corporate bonds and
government securities.
SCUDDER CASH INVESTMENT TRUST - Monies are invested in a diversified portfolio
of Treasury Bills, CD's, commerial paper, and other domestic money market
securities maturing in less than one year.
COUNTRYWIDE INSTITUTIONAL GOVERNMENT INCOME FUND - Monies are invested in short-
term obligations issued or guaranteed by the U.S. Government.
COUNTRYWIDE ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND - Monies are
invested in adjustable-rate mortgage backed securities guaranteed by the U.S.
Government.
COUNTRYWIDE INTERMEDIATE TERM GOVERNMENT INCOME FUND -Monies are invested in
U.S. Treasury Bonds of 20 years or less.
COUNTRYWIDE EQUITY FUND - Monies are invested in the common stock of growing
companies with long term capital appreciation potential.
COUNTRYWIDE UTILITY FUND - Monies are invested in public utilities.
IDS NEW DIMENSIONS FUND - Monies are invested in the common stock of U.S. and
foreign companies that show strong growth potential.
IDS MUTUAL FUND - Monies are invested in medium to large U.S. and foreign
companies' common stock and bonds.
COUNTRYWIDE CREDIT INDUSTRIES, INC. - Monies are invested in the common stock
of Countrywide Credit Industries, Inc. (the former employer's stock).
INDYMAC MORTGAGE HOLDINGS, INC. - Monies are invested in the common stock of
IndyMac Mortgage Holdings, Inc.
PARTICIPANT NOTES RECEIVABLE
Participants may elect to borrow from their accounts a minimum of $1,000 and up
to a maximum of the lesser of $50,000, or 50% of their vested account balance.
Loan transactions are treated as a transfer from (to) the investment fund to
(from) the loan fund. Loan terms range from 1 to 5 years or up to 10 years for
the purchase of a primary residence. The loans are collateralized by the balance
in the participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Benefits Committee. Principal and interest
are paid ratably through monthly payroll deductions.
PAYMENT OF BENEFITS
On retirement from service, a participant may elect to receive an amount equal
to the vested value of his or her account through a lump-sum distribution or
equal, or nearly equal, payments made at least annually for a period not to
exceed 15 years. If the participant has invested in the pooled funds, he or she
may elect to receive distributions of whole shares of the pooled funds with
fractional shares paid in cash.
FORFEITED ACCOUNTS
At December 31, 1997, there were no forfeited nonvested accounts.
NOTE 2--SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
6
<PAGE>
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Common stocks are valued based
upon the stock price at the last reported sales price on the last business day
of the plan year. The shares of registered investment companies are valued at
quoted market prices which represent the net asset values of underlying shares
held by the Plan as of year-end. Money market funds and participant notes
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual method. Dividends are recorded on the ex-
dividend date.
NOTE 3--INVESTMENTS
The Plan's investments are held in a trust fund administered by Scudder Trust
Company. The fair values of the following individual investments represented 5%
or more of the Plan's net assets as of December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Scudder Growth and Income Fund $ 673,628
IDS New Dimensions Fund 383,094
Scudder Stock Index Common Collective Trust 499,832
Countrywide Credit Industries, Inc. Common Stock 2,092,506
</TABLE>
NOTE 4--PLAN TERMINATION
Although it has not expressed any intent to do so, the Companies have the right
to terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
NOTE 5--TAX STATUS
The Internal Revenue Service is in the process of determining whether the Plan
qualifies under Section 401(a) of the Internal Revenue Code (IRC) and,
therefore, the Plan is not subject to tax under present income tax law. The
Benefits Committee is not aware of any course of action or events that have
occurred that might adversely affect the Plan's pending qualified status.
NOTE 6--TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by Scudder Trust
Company. Scudder Trust Company is the trustee as defined by the Plan, and,
therefore, these transactions qualify as party-in-interest transactions. As of
December 31, 1997 the Plan had invested at fair value $126,308 in the Scudder
Income Fund, $673,628 in the Scudder Growth and Income Fund, $26 in the Scudder
Cash Investment Fund, $235,606 in the Scudder International Fund, and $499,832
in the Scudder Stock Index Fund.
As of December 31, 1997, the Plan had invested $118,710 at fair value, in the
common stock of IndyMac Mortgage Holdings, Inc.
As of December 31, 1997, the Plan had invested $2,092,506 at fair, in the common
stock of Countrywide Credit Industries, Inc.
Fees for the investment management services for the Plan are paid by the
Companies. These fees amounted to $6,876 for the six month period ended December
31, 1997.
7
<PAGE>
Supplemental Schedules
IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Units/Shares Cost Current Value
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Shares of registered investment companies:
Scudder Income Fund Mutual Fund 9,377 $ 126,822 $ 126,308
Scudder Growth and Income Fund Mutual Fund 24,648 696,238 673,628
Scudder Cash Investment Trust Mutual Fund 26 26 26
Scudder International Fund Mutual Fund 5,150 274,654 235,606
IDS Mutual Fund Mutual Fund 13,495 202,258 185,266
IDS New Dimensions Fund Mutual Fund 16,055 406,279 383,094
Countrywide Utility Fund Mutual Fund 485 6,897 7,564
Countrywide Adjustable Rate U.S. Government Securities Fund Mutual Fund 2,684 26,393 26,386
Countrywide Institutional Government Income Fund Mutual Fund 236,168 236,168 236,168
Countrywide Equity Fund Mutual Fund 77 1,313 1,334
Countrywide Intermediate Term Government Income Fund Mutual Fund 82 872 877
Scudder Stock Index Common Collective Trust Common Collective Trust 18,926 481,442 499,832
Countrywide Credit Industries, Inc. Common Stock Common Stock 48,805 1,599,216 2,092,506
IndyMac Mortgage Holdings, Inc. Common Stock Common Stock 5,064 112,769 118,710
Participant notes receivable 77,299 77,299
-----------------------------
Total $4,116,025 $ 4,664,604
</TABLE>
8
<PAGE>
IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
Line 27d - Schedule of Reportable Transactions
Six Months Ended December 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g)
Identity of Purchase Selling Cost
Party Involved Description of Assets Units Price Price of Asset
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category (ii) - series of transactions in excess of 5 percent of plan assets:
Scudder Scudder Cash Investment Trust 192,962 $ - $ 192,962 $ 192,962
Scudder Countrywide Institutional Governmental Income Fund 193,426 193,426 - 193,426
Category (iii) - series of transactions in excess of 5 percent of plan assets:
Scudder Scudder Cash Investment Trust 200,426 $ - $ 200,426 $ 200,426
Scudder Countrywide Institutional Government Income Fund 242,110 242,110 242,110
Scudder Scudder Growth and Income Fund 10,338 293,870 293,870
Scudder Scudder Stock Index Common Collective Trust 8,768 224,340 224,340
</TABLE>
<TABLE>
<CAPTION>
(h) (i)
Current Net
Value Gain or (Loss)
-----------------------------
<S> <C> <C>
Scudder Scudder Cash Investment Trust $ 192,962 $ -
Scudder Countrywide Institutional Governmental Income Fund 193,426 -
Category (iii) - series of transactions in excess of 5 percent of plan assets:
Scudder Scudder Cash Investment Trust $ 200,426 $ -
Scudder Countrywide Institutional Government Income Fund 242,110
Scudder Scudder Growth and Income Fund 282,538
Scudder Scudder Stock Index Common Collective Trust 231,563
</TABLE>
There were no category (i) or (iv) reportable transactions during the six month
period ended December 31, 1998.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the incorporation by reference in the following Registration
Statement of our report dated June 26, 1998, with respect to the financial
statements and schedules of the IndyMac/INMC Mortgage Holdings, Inc. 401(k) Plan
included in this Annual Report (Form 11-K) for the six month period ended
December 31, 1997:
Registration Form Description
Statement ---- -----------
Number
------------
333-36085 S-8 Registration of 401(k) Plan Stock
GRANT THORNTON LLP
Los Angeles California
June 26, 1998
