UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2000
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification No.)
733 Third Avenue, New York, New York 10017
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 599-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
------------------------------- ------------------------------------
Common Stock, $.50 par value New York Stock Exchange, Inc.
4.5% Convertible Subordinated
Notes due 2005 New York Stock Exchange, Inc.
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
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the Common Stock of the Registrant held by non-
affiliates of the Registrant on October 2, 2000 was $279,664,881.38. The
aggregate market value was computed by reference to the closing price of the
Common Stock on the New York Stock Exchange on the prior day (which was
$23.375 per share). For the purposes of this response, executive officers and
directors are deemed to be the affiliates of the Registrant and the holding by
non-affiliates was computed as 11,964,273 shares. The number of shares of
Registrant's Common Stock outstanding as of October 2, 2000 was 14,968,637
shares.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's proxy statement for its Annual Meeting of Stockholders, to be
held on December 12, 2000, which will be filed pursuant to Regulation 14A
within 120 days of the close of Registrant's fiscal year, is incorporated by
reference in answer to Part III of this report. In addition, page 1 and pages
9 through 26 of Registrant's Annual Report to Stockholders for the fiscal year
ended July 31, 2000, filed as Exhibit 13.1 herein, is incorporated by
reference in answer to Items 6, 7, 7A and 8 of Part II.
Page 1
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PART I
Item 1. BUSINESS
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The Company, incorporated under the laws of Nevada in 1989, is a
nationwide independent financial services company with $1.128 billion of
assets at July 31, 2000. The Company finances industrial and commercial
equipment through installment sales and leasing programs for manufacturers,
dealers and end users of such equipment. The Company also makes capital loans
to equipment users, secured by the same types of equipment and other
collateral. The Company provides its services primarily to middle-market
businesses, generally with annual revenues of up to $25 million, that are
located throughout the nation and represent diverse industries, such as
general construction, road and infrastructure construction and repair,
manufacturing, trucking, and waste disposal. The Company focuses on financing
a wide range of revenue-producing equipment of major manufacturers that is
movable, has an economic life longer than the term of the financing, is not
subject to rapid technological obsolescence, has applications in various
industries and has a relatively broad resale market. Sample types of
equipment financed by the Company include air compressors, bulldozers, buses,
compactors, crawler cranes, earth-movers, excavators, generators, hydraulic
truck cranes, loaders, machine tools, motor graders, pavers, personnel and
material lifts, recycling equipment, resurfacers, rough terrain cranes,
sanitation trucks, scrapers, trucks, truck tractors and trailers. In
substantially all cases, the Company's finance receivables are secured by a
first lien on such equipment collateral.
Currently, the Company generates profits to the extent that its income
from finance receivables exceeds its cost of borrowed funds, operating and
administrative expenses and provision for possible losses. In addition, the
Company may generate profits from investing in operating leases, portfolios of
loans and/or leases, from acquiring full or partial ownership interests of
private or public companies in the finance, leasing and/or lending businesses,
or from zero cost warrants obtained in certain finance transactions.
Marketing
---------
The Company markets its finance and leasing services through marketing
personnel based in more than twenty domestic locations, including six full
service operations centers. At July 31, 2000, sixty-one full-time new
business marketing representatives reported directly to such operations
centers. The Company originates finance receivables through its relationships
with equipment dealers and, to a lesser extent, manufacturers ("vendors").
The Company also markets its services directly to equipment users for the
acquisition or use of equipment and for capital loans. The Company's marketing
personnel are salaried rather than commission-based and the majority
participates in the Company's stock option plans. Thus, the Company believes
that its marketing personnel have a close community of interest with the
Company and its other stockholders. The Company may also expand the types of
equipment collateral it finances and leases.
The Company's marketing activities are relationship and service oriented.
The Company focuses on providing prompt, responsive and customized service to
its customers and business prospects. The Company has a team of dedicated and
seasoned marketing and managerial personnel who solicit business from vendors
and end users of equipment. The Company's marketing and managerial personnel
have, on average, more than 15 years of specialized expertise in the
industries they serve. Management believes that the experience, knowledge and
relationships of its executives and marketing personnel, related to the
Company's customer and prospect base, equipment values, resale markets, and
local economic and industry conditions, enable the Company to compete
effectively on the basis of prompt, responsive and customized service. The
Company's customer services include making prompt credit decisions, arranging
financing structures meeting customers' needs and the Company's underwriting
criteria, providing direct contact between customers and Company executives
with decision-making authority and providing prompt and knowledgeable
responses to customers' inquiries and temporary business problems encountered
in the ordinary course of their business.
The Company obtains business in several ways. Dealers and, to a lesser
extent, manufacturers of equipment refer their customers (equipment users) to
the Company, or such customers directly approach the Company to finance
equipment purchases. The Company also purchases installment sale contracts,
leases and personal property security agreements from vendors who extend
credit to purchasers of their equipment and the Company makes capital loans to
equipment users. Customers seek capital loans to consolidate debt, provide
working capital, reduce monthly debt service, enhance bonding capacity
(generally in the case of road contractors) and acquire additional equipment
or other assets. In addition, the Company leases equipment to end users,
generally under noncancelable leases.
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The Company has relationships with vendors that generally are mid-sized,
since larger vendors typically generate a volume of business greater than the
Company can presently service. The Company is not obligated to purchase any
finance receivables from vendors nor are vendors obligated to sell any finance
receivables to the Company. The Company's vendor relationships generally are
nonexclusive. The Company presently has more than 100 vendor relationships
and is not dependent on any single vendor. The Company independently approves
the credit of prospective obligors for all vendor-generated business.
In order to expand its customer base and broaden its marketing coverage
geographically, the Company has purchased portfolios of finance receivables
from financial institutions, vendors and others generally in the range of $1.0
million to $5.0 million. These portfolios included finance receivables
secured by a broader range of equipment than that typically financed by the
Company.
Originating, Structuring and Underwriting of Finance Receivables
----------------------------------------------------------------
The Company originates finance receivables generally ranging from $50,000
to $1.0 million with fixed or variable interest rates and terms of two to five
years. The Company's finance receivables generally provide for monthly
payments and may include prepayment premium provisions. The average
transaction size of finance receivables originated by the Company was $172,000
in fiscal 2000, $166,000 in fiscal 1999 and $168,000 in fiscal 1998.
The Company's underwriting policies and procedures are designed to
maximize yields and minimize delinquencies and credit losses. Unlike many of
its competitors, the Company does not use credit scoring models but instead
relies upon the experience of its credit officers and management to assess the
creditworthiness of obligors and collateral values. Each credit submission,
regardless of size, requires the approval of at least two credit officers.
The Company attempts to structure transactions to meet the financial
needs of its customers. Transactions may be structured as installment sales,
leases or secured loans. Structuring transactions includes arranging terms
and the repayment schedule, determining rate and other fees and charges,
identifying the primary and any additional equipment collateral to be pledged,
and evaluating the need for additional credit support such as liens on
accounts receivable, inventory and/or real property, certificates of deposit,
commercial paper, payment guarantees, delayed funding and full or partial
recourse to the selling vendor. The Company has, in limited cases, entered
into transactions that included obtaining zero cost warrants where the other
terms of the transactions were not affected by the receipt of such warrants.
A vendor seeking to sell a finance receivable to the Company or an
equipment user seeking to obtain financing from the Company must submit a
credit application. The credit application includes financial and other
information of the obligor and any guarantors and a description of the
collateral to be pledged or leased and its present or proposed use. The
Company's credit personnel analyze the credit application, investigate the
credit of the obligor and any guarantors, evaluate the primary collateral to
be pledged, investigate financial, trade and industry references and review
the obligor's payment history. The Company may also obtain reports from
independent credit reporting agencies and conduct lien, UCC, litigation and
tax searches. If the credit application is approved on terms acceptable to
the vendor and/or the obligor, the Company either purchases an installment
sale contract or lease from the vendor or enters into a direct finance or
lease transaction with the equipment user. The Company funds the transaction
upon receiving all required documentation in form and substance satisfactory
to the Company and its legal department. Under the Company's documentation,
the obligor is responsible for all applicable sales, use and property taxes.
The Company's operating environment permits its managers flexibility in
structuring transactions subject to the Company's credit policy and
procedures. The Company has established specific guidelines for credit review
and approval, including maximum credit concentrations with any one obligor
based on the Company's capital resources and other considerations. The
Company's credit policy establishes several credit officer authority levels.
A credit officer's authority level is based on their credit experience,
managerial position and tenure with the Company. The maximum amount a credit
officer can approve is based on the credit officer's authority level,
collateral coverage relative to the Company's potential lending exposure and
the extent of any recourse the Company may have to vendors. Under the
Company's current credit policy, any single obligor concentration in excess of
$1.5 million requires the approval of two senior credit officers, and in
excess of $3.0 million, three senior credit officers. In addition, any single
obligor concentration above $2.0 million requires the approval of the
Company's President, Executive Vice President or Chief Financial Officer.
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The Company may obtain full or partial recourse on finance receivables
assigned to the Company by vendors obligating them to pay the Company in the
event of an obligor's default or a breach of warranty. The Company may also
withhold an agreed upon amount from a vendor or obligor or obtain cash
collateral as security.
The procedures used by the Company in purchasing a portfolio of finance
receivables include reviewing and analyzing the terms of the finance
receivables to be purchased, the credit of the related obligors, the
documentation relating to such finance receivables, the value of the related
pledged collateral, the payment history of the obligors and the implicit yield
to be earned by the Company.
Collection and Servicing
------------------------
Customer payments of finance receivables are remitted to lock boxes or
the Company's operating headquarters in Houston, TX. Collection efforts for
delinquent accounts are performed by collection personnel and managers in the
respective operations centers in conjunction with senior management and, if
necessary, the Company's legal department. Senior management reviews all past
due accounts at least monthly and the Company's in-house legal staff
continually monitors all accounts past due more than 60 days. Decisions
regarding collateral repossession, use of an outside source to do so and the
sale or other disposition of repossessed collateral are made by the Company's
senior management and legal staff in accordance with applicable law.
Competition
-----------
The Company's business is highly competitive. The Company competes with
banks, manufacturer-owned and independent finance and leasing companies, and
other financial institutions. Some of the Company's competitors may be better
positioned than the Company to market their services and financing programs to
vendors and end users of equipment because of their ability to offer
additional services and products and more favorable rates and terms. Many of
these competitors have longer operating histories, possess greater financial
and other resources and have a lower cost of funds than the Company, enabling
them to provide financing at rates lower than the Company may be willing to
provide. The Company typically does not compete solely on the basis of rate.
The Company competes by emphasizing a high level of equipment and financial
expertise, customer service, flexibility in structuring financing
transactions, management involvement in customer relationships and by
attracting and retaining the services of dedicated and talented managerial,
marketing and administrative personnel. The Company's present strategy for
attracting and retaining such personnel is to offer a competitive salary, an
equity interest in the Company through participation in its stock option
plans, and enhanced career opportunities. At July 31, 2000, approximately 63%
of the Company's directors, officers and other employees with at least one
year of service participated in the Company's stock option plans and/or own
stock in the Company.
Employees
---------
At July 31, 2000, the Company had 211 employees. All of the Company's
employees and officers are salaried. The Company provides its employees with
group health and life insurance benefits and a qualified 401(k) plan. The
Company does not match employee contributions to the 401(k) plan. The Company
does not have any collective bargaining, employment, pension or incentive
compensation arrangements with any of its employees other than deferred
compensation agreements and stock option agreements containing, without
limitation, non-disclosure and non-solicitation provisions. The Company
considers its relations with its employees to be satisfactory.
Regulation
----------
The Company's commercial financing, lending and leasing activities are
generally not subject to regulation, except that certain states may regulate
motor vehicle transactions, impose licensing, documentation and lien
perfection requirements, and/or restrict the amount of interest or finance
rates and other amounts the Company may charge. The Company's failure to
comply with such regulations, requirements or restrictions could result in
loss of principal and interest or finance charges, penalties and imposition of
restrictions on future business activities.
Executive Officers
------------------
Clarence Y. Palitz, Jr., 69, has served as Chairman of the Board of the
Company since August 1996, as Chief Executive Officer of the Company from its
inception in 1989 until his retirement on March 7, 2000, as President of the
Company from its inception in 1989 to September 1998 and as a director of the
Company since its inception in 1989. From 1963 to 1988, Mr. Palitz served as
President and a director of Commercial Alliance Corporation, which he founded
with his brother, Bernard G. Palitz, in 1963. Since October 1988, he has been
a director of City and Suburban Financial Corp., a privately owned savings and
loan holding company located in Westchester County, New York.
4
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Paul R. Sinsheimer, 53, has served as President of the Company since
September 1998, as Executive Vice President of the Company from its inception
in 1989 to September 1998 and as a director of the Company since its inception
in 1989. From 1970 to 1989, Mr. Sinsheimer was employed by Commercial
Alliance Corporation, where he served successively as Credit Manager,
Collections Manager, Operations Manager, Houston Branch Manager, Division
Manager and, from 1988, Executive Vice President.
Michael C. Palitz, 42, has served, as Executive Vice President of the
Company since July 1995, as a Senior Vice President of the Company from
February 1992 to July 1995, as a Vice President of the Company from its
inception in 1989 to February 1992 and as a director of the Company since July
1996. Mr. Palitz has also served as Chief Financial Officer of the Company
from 1989 to September 2000 and as Treasurer and an Assistant Secretary of the
Company since its inception in 1989. From 1985 to 1989, Mr. Palitz was an
Assistant Vice President of Bankers Trust Company and, from 1980 to 1983, he
was an Assistant Secretary of Chemical Bank.
William M. Gallagher, 51, has served as a Senior Vice President of the
Company since 1990 and as a Vice President of the Company from its inception
in 1989 to 1990. From 1973 to 1989, Mr. Gallagher was employed by Commercial
Alliance Corporation, where he served successively as Collections Manager,
Accounting Manager, Operations Manager of the Chicago and Houston regions and,
from 1988, a Vice President and Houston Branch Manager.
Troy H. Geisser, 39, has served as a Senior Vice President and Secretary
of the Company since February 1996. From 1990 to 1996, Mr. Geisser held
several positions, including Vice President and Branch Manager. From 1986 to
1990, Mr. Geisser was employed by Commercial Alliance Corporation and its
successor, where he held several positions including Northern Division
Counsel.
John V. Golio, 39, has served as a Senior Vice President of the Company
since 1997 and as a Vice President of a subsidiary of the Company since
joining the Company in January 1996. Before joining the Company, Mr. Golio
was employed by Commercial Alliance Corporation and its successor in various
capacities, including branch operations manager.
Steven F. Groth, CFA, 48, has served as a Senior Vice President and Chief
Financial Officer since joining the Company in September 2000. Before joining
the Company, Mr. Groth was Senior Banker and Managing Director of Specialty
Finance and Transportation with Fleet Bank since 1997 and, from 1985 to 1996,
he held several positions, including Division Head, with Fleet Bank and its
predecessor, NatWest Bank.
Jeanne McDonald, 48, has served as a Senior Vice President of the Company
since 1998, a Vice President of the Company from 1992 to 1998, an Assistant
Vice President of the Company from 1990 to 1992 and an Assistant Treasurer of
the Company from 1989 to 1990. From 1977 to 1989, Ms. McDonald was employed
by Commercial Alliance Corporation in various capacities, including Assistant
Treasurer.
Daniel J. McDonough, 37, has served as a Senior Vice President of the
Company since 1997. Mr. McDonough held several positions, including Vice
President of a subsidiary of the Company, Branch Manager and Operations
Manager since joining the Company in 1989. Before joining the Company, Mr.
McDonough was employed by Commercial Alliance Corporation in various
capacities, including regional credit manager.
Richard W. Radom, 52, has served as a Senior Vice President of the
Company since 1990 and as a Vice President of the Company from 1989 to 1990.
From 1973 to 1989, Mr. Radom was employed by Commercial Alliance Corporation,
where he served, from 1986, as a Senior Vice President.
David H. Hamm, CPA, 36, has served as Controller and an Assistant
Treasurer since joining the Company in 1996 and as an Assistant Secretary of
the Company since 1999. From 1985 to 1996, Mr. Hamm was employed in the
public accounting profession, including eight years with Eisner & Lubin LLP
(the Company's former independent auditors) where he was the audit manager of
the Company's engagement from 1992 to 1996.
Item 2. PROPERTIES
----------
The Company's executive offices are located at 733 Third Avenue, New
York, New York and consist of approximately 5,000 square feet of space. At
July 31, 2000, the Company had six full service operations centers (where
credit analysis and approval, collection and marketing functions are
performed) in Houston, Texas; Westmont (Chicago), Illinois; Teaneck (New York
5
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metropolitan area), New Jersey; Charlotte, North Carolina; Phoenix, Arizona;
and Atlanta, Georgia consisting of approximately 2,000 to 8,500 square feet of
space (except the Houston office, the Company's operating headquarters,
consists of approximately 12,500 square feet of space) and are occupied
pursuant to office leases terminating on various dates through 2004 (as
subject to the Company's lease termination rights). Management believes that
the Company's existing facilities are suitable and adequate for their present
and proposed uses and that suitable and adequate facilities should be
available on reasonable terms for any additional offices the Company may need
to open.
Item 3. LEGAL PROCEEDINGS
-----------------
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the Company is a party
or to which any of its property is subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended July 31, 2000.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
The Company's common stock is traded on the New York Stock Exchange under
the symbol "FIF." The quarterly high and low closing sales prices per share
of the common stock as reported by the New York Stock Exchange follow:
Price Range
-------------------
High Low
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Fiscal year 2000
-------------------------------------
First Quarter ended October 31, 1999 $23.69 $18.38
Second Quarter ended January 31, 2000 $22.94 $17.50
Third Quarter ended April 30, 2000 $19.38 $16.50
Fourth Quarter ended July 31, 2000 $21.69 $17.38
Fiscal year 1999
-------------------------------------
First Quarter ended October 31, 1998 $25.00 $17.38
Second Quarter ended January 31, 1999 $26.81 $23.19
Third Quarter ended April 30, 1999 $23.06 $16.13
Fourth Quarter ended July 31, 1999 $24.13 $18.94
The Company presently has no intention of paying cash dividends on the
common stock in the foreseeable future. The payment of cash dividends, if
any, will depend upon the Company's earnings, financial condition, capital
requirements, cash flow and long range plans and such other factors as the
Board of Directors of the Company may deem relevant.
Number of Record Holders
------------------------
There were 79 holders of record of the Company's common stock at October
2, 2000. This number included several nominees that hold the Company's common
stock on behalf of numerous other persons and institutions; these other
persons and institutions are not included in the above number as their shares
are held in "Street Name."
Item 6. SELECTED FINANCIAL DATA
-----------------------
Refer to information under the heading "Financial Highlights" contained
in the Company's Annual Report to Stockholders for the fiscal year ended July
31, 2000, which information is incorporated herein by reference. The Company
has not paid any cash dividends on its Common Stock.
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
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Refer to information under the heading "Management's Discussion and
Analysis of Operations and Financial Condition" contained in the Company's
Annual Report to Stockholders for the fiscal year ended July 31, 2000, which
information is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Refer to information under the heading "Management's Discussion and
Analysis of Operations and Financial Condition" contained in the Company's
Annual Report to Stockholders for the fiscal year ended July 31, 2000, which
information is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Refer to information under the headings "Consolidated Balance Sheet,"
"Consolidated Statement of Stockholders' Equity," "Consolidated Statement of
Operations," "Consolidated Statement of Cash Flows," "Notes to Consolidated
Financial Statements" and "Independent Auditors' Report" contained in the
Company's Annual Report to Stockholders for the fiscal year ended July 31,
2000, incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
---------------------------------------------------------------
On October 19, 2000, the Board of Directors, on the recommendation of the
Audit Committee, appointed the firm of Arthur Andersen LLP ("Arthur Andersen")
as the Company's independent public accountants for the fiscal year ending
July 31, 2001. Arthur Andersen was selected by the Company to replace its
current accountants, Eisner & Lubin LLP ("Eisner & Lubin"). Eisner & Lubin's
report on the financial statements of the Company for the fiscal years 1999
and 2000 did not contain any adverse opinion or disclaimer of opinion nor was
it in any way qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change accountants was recommended by management and
approved by the Audit Committee of the Board of Directors and the full Board
as well.
During fiscal years 1999 and 2000, and through the present, there have
been no disagreements between the Company and Eisner & Lubin on any matter of
accounting principles or practices, financial statement disclosure or audit
scope or procedure. The Company has never been advised by Eisner & Lubin that
internal controls necessary for the Company to develop reliable financial
statements do not exist or that any information has come to the attention of
Eisner & Lubin which would have caused it not to be able to rely on
management's representations or that has made Eisner & Lubin unwilling to be
associated with the financial statements prepared by management. Eisner &
Lubin has not advised the Company of any need to significantly expand the
scope of its audit or that information has come to their attention that upon
further investigation may materially impact on the fairness or reliability of
a previously issued audit report or financial statements issued or to be
issued or which would cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements.
Eisner & Lubin has not advised the Company of any information which they
concluded materially impacts upon the fairness or reliability of either a
previously issued audit report, underlying financial statements or the
financial statements issued or to be issued since the last financial
statements covered by an audit report. Nor has Eisner & Lubin advised that
they would be prevented from rendering an unqualified audit report on any such
financial statements.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by Item 10 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 12,
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2000, except as to biographical information on Executive Officers which is
contained in Item 1 of this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
----------------------
The information required by Item 11 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 12,
2000.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The information required by Item 12 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 12,
2000.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The information required by Item 13 is incorporated by reference from the
information in the Registrant's proxy statement to be filed pursuant to
Regulation 14A for its Annual Meeting of Stockholders to be held December 12,
2000.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a) 1. Financial Statements Page
-------------------- ----
The following financial statements are filed herewith and
incorporated herein by reference from pages 15 through 26
of the Registrant's Annual Report to Stockholders for the
fiscal year ended July 31, 2000, as provided in Item 8
hereof:
- Consolidated Balance Sheet as at July 31, 2000 and 1999.
- Consolidated Statement of Stockholders' Equity for the
fiscal years ended July 31, 2000, 1999 and 1998.
- Consolidated Statement of Operations for the fiscal years
ended July 31, 2000, 1999 and 1998.
- Consolidated Statement of Cash Flows for the fiscal years
ended July 31, 2000, 1999 and 1998.
- Notes to Consolidated Financial Statements.
- Independent Auditors' Report.
2. Exhibits 12
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Exhibit
No. Description of Exhibit
--------- ----------------------
3.1 (a) Articles of Incorporation of the Registrant
3.2 (a) By-laws of the Registrant
3.3 (a) Form of Restated and Amended By-laws of the Registrant
3.4 (n) Certificate of Amendment of Articles of Incorporation dated December
9, 1998
3.5 (n) Restated By-laws of the Registrant as amended through December 30,
1998
4.1 (a) Form of Variable Rate Subordinated Debentures Due September 1, 2000
(a "Debenture") issued by Registrant
4.6 (f) Form of Note Agreement dated as of April 15, 1996 issued by
Financial Federal Credit Inc. ("Credit") to certain institutional
note holders
4.7 (j) Form of Note Agreement dated as of July 1, 1997 issued by Credit to
certain institutional note holders
4.8 (k) Indenture dated January 14, 1998 for Credit's Rule 144A Medium Term
Note Program
4.9 (l) Indenture, dated as of April 15, 1998, between Registrant and First
National Bank of Chicago for Registrant's $100 million 4.5%
Convertible Subordinated Notes due 2005
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4.10 (l) Registration Rights Agreement, dated as of April 24, 1998, between
Registrant and BancAmerica Robertson Stephens, Donaldson, Lufkin &
Jenrette Securities Corporation, Piper Jaffray Inc., CIBC
Oppenheimer Corporation, Friedman, Billings, Ramsey & Co., Inc.,
Schroder & Co. Inc., and Wheat, First Securities, Inc. for
Registrant's $100 million 4.5% Convertible Subordinated Notes due
2005
4.11 (l) Specimen 4.5% Convertible Subordinated Note Due 2005
4.12 (l) Specimen Common Stock Certificate
10.2 (a) Form of Warrant to purchase Common Stock, as amended, issued by the
Registrant to stockholders in connection with its initial
capitalization
10.3 (a) Form of Warrant to purchase Common Stock issued by the Registrant to
certain of its officers
10.8 (a) Form of Commercial Paper Note issued by the Registrant
10.9 (a) Form of Commercial Paper Note issued by Credit
10.10 (a) 1995 Stock Option Plan of the Registrant and forms of related stock
option agreements
10.11 (b) Deferred Compensation Agreement dated June 1, 1992 between Credit
and Clarence Y. Palitz, Jr.
10.12 (b) Deferred Compensation Agreement dated June 1, 1992 between Credit
and Bernard G. Palitz
10.13 (c) Deferred Compensation Agreement dated January 1, 1993 between Credit
and Clarence Y. Palitz, Jr.
10.14 (c) Deferred Compensation Agreement dated January 1, 1993 between Credit
and Bernard G. Palitz.
10.15 (d) Deferred Compensation Agreement dated January 1, 1994 between Credit
and Clarence Y. Palitz, Jr.
10.16 (d) Deferred Compensation Agreement dated January 1, 1994 between Credit
and Bernard G. Palitz.
10.17 (e) Deferred Compensation Agreement dated January 1, 1995 between Credit
and Bernard G. Palitz.
10.18 (e) Deferred Compensation Agreement dated January 1, 1995 between Credit
and Clarence Y. Palitz, Jr.
10.19 (e) Deferred Compensation Agreement dated February 1, 1995 between
Credit and Paul Sinsheimer
10.20 (g) Deferred Compensation Agreement dated January 1, 1996 between Credit
and Clarence Y. Palitz, Jr.
10.21 (h) Form of Commercial Paper Dealer Agreement of Credit
10.22 (h) Form of Deferred Compensation Agreement with certain officers as
filed under the Top Hat Plan with the Department of Labor
10.23 (i) Deferred Compensation Agreement dated December 30, 1996 between the
Registrant and Clarence Y. Palitz, Jr.
10.24 (k) Deferred Compensation Agreement dated January 2, 1998 between the
Registrant and Clarence Y. Palitz, Jr.
10.25 (m) 1998 Stock Option Plan of the Registrant
12.1 Computation of Debt-To-Equity Ratio
13.1 2000 Annual Report to Stockholders (except for the pages and
information thereof expressly incorporated by reference in this Form
10-K, the Annual Report to Stockholders is provided solely for the
information of the Securities and Exchange Commission and is not
deemed "filed" as part of this Form 10-K)
22.1 Subsidiaries of the Registrant
23.1 Consent of Independent Auditors
27 Financial Data Schedule (EDGAR version only)
---------
(a) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-1
(Registration No. 33-46662).
(b) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Form 10-K for the fiscal year ended July 31, 1992.
(c) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1993.
(d) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1994.
(e) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1995.
(f) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-2
(Registration No. 333-3320).
(g) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1996.
(h) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Form 10-K for the fiscal year ended July 31, 1996.
(i) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1997.
9
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(j) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Form 10-K for the fiscal year ended July 31, 1997.
(k) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1998.
(l) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-3
(Registration No. 333-56651).
(m) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Notice of Meeting and Proxy Statement for the fiscal year
ended July 31, 1998.
(n) Previously filed with the Securities and Exchange Commission as an exhibit
to one of the Company's Forms 10-Q for the fiscal year ended July 31,
1999.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
fiscal year ended July 31, 2000.
10
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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.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Paul R. Sinsheimer
-----------------------------
President
October 24, 2000
----------------
Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Clarence Y. Palitz, Jr. October 24, 2000
--------------------------------------------------- ----------------
Chairman of the Board Date
/s/ Lawrence B. Fisher October 24, 2000
--------------------------------------------------- ----------------
Director Date
/s/ William C. MacMillen, Jr. October 24, 2000
--------------------------------------------------- ----------------
Director Date
/s/ Bernard G. Palitz October 24, 2000
--------------------------------------------------- ----------------
Director Date
/s/ Thomas F. Robards October 24, 2000
--------------------------------------------------- ----------------
Director Date
/s/ H. E. Timanus, Jr. October 24, 2000
--------------------------------------------------- ----------------
Director Date
/s/ Paul R. Sinsheimer October 24, 2000
--------------------------------------------------- ----------------
President, Chief Operating Officer and Director Date
/s/ Michael C. Palitz October 24, 2000
--------------------------------------------------- ----------------
Executive Vice President, Treasurer, and Director Date
/s/ Steven F. Groth October 24, 2000
--------------------------------------------------- ----------------
Senior Vice President and Chief Financial Officer Date
(Principal Financial Officer)
/s/ David H. Hamm October 24, 2000
--------------------------------------------------- ----------------
Controller and Assistant Treasurer (Principal Date
Accounting Officer)
11
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
3.1 Articles of Incorporation of the Registrant *
3.2 By-laws of the Registrant *
3.3 Form of Restated and Amended By-laws of the Registrant *
3.4 Certificate of Amendment of Articles of Incorporation
dated December 9, 1998 *
3.5 Restated By-laws of the Registrant as amended through
December 30, 1998 *
4.1 Form of Variable Rate Subordinated Debentures Due
September 1, 2000 (a "Debenture") issued by Registrant *
4.6 Form of Note Agreement, dated as of April 15, 1996,
issued by Financial Federal Credit Inc. ("Credit") to
certain institutional note holders *
4.7 Form of Note Agreement dated as of July 1, 1997 issued
by Credit to certain institutional note holders *
4.8 Indenture dated January 14, 1998 for Credit's Rule 144A
Medium Term Note Program *
4.9 Indenture, dated as of April 15, 1998, between Registrant
and First National Bank of Chicago for Registrant's $100
million 4.5% Convertible Subordinated Notes due 2005 *
4.10 Registration Rights Agreement, dated as of April 24, 1998,
between Registrant and BancAmerica Robertson Stephens,
Donaldson, Lufkin & Jenrette Securities Corporation, Piper
Jaffray Inc., CIBC Oppenheimer Corporation, Friedman,
Billings, Ramsey & Co., Inc., Schroder & Co. Inc., and
Wheat, First Securities, Inc. for Registrant's $100
million 4.5% Convertible Subordinated Notes due 2005 *
4.11 Specimen 4.5% Convertible Subordinated Note Due 2005 *
4.12 Specimen Common Stock Certificate *
10.2 Form of Warrant to purchase Common Stock, as amended,
issued by the Registrant to stockholders in connection
with its initial capitalization *
10.3 Form of Warrant to purchase Common Stock issued by the
Registrant to certain of its officers *
10.8 Form of Commercial Paper Note issued by the Registrant *
10.9 Form of Commercial Paper Note issued by Credit *
10.10 1995 Stock Option Plan of the Registrant and forms of related
stock option agreements *
10.11 Deferred Compensation Agreement dated June 1, 1992 between
Credit and Clarence Y. Palitz, Jr. *
10.12 Deferred Compensation Agreement dated June 1, 1992 between
Credit and Bernard G. Palitz *
10.13 Deferred Compensation Agreement dated January 1, 1993
between Credit and Clarence Y. Palitz, Jr. *
10.14 Deferred Compensation Agreement dated January 1, 1993
between Credit and Bernard G. Palitz. *
10.15 Deferred Compensation Agreement dated January 1, 1994
between Credit and Clarence Y. Palitz, Jr. *
10.16 Deferred Compensation Agreement dated January 1, 1994
between Credit and Bernard G. Palitz. *
10.17 Deferred Compensation Agreement dated January 1, 1995
between Credit and Bernard G. Palitz. *
10.18 Deferred Compensation Agreement dated January 1, 1995
between Credit and Clarence Y. Palitz, Jr. *
10.19 Deferred Compensation Agreement dated February 1, 1995
between Credit and Paul Sinsheimer *
10.20 Deferred Compensation Agreement dated January 1, 1996
between Credit and Clarence Y. Palitz, Jr. *
10.21 Commercial Paper Dealer Agreement, dated April 23, 1996,
between Credit and BA Securities, Inc. *
10.22 Form of Deferred Compensation Agreement with certain
officers as filed under the Top Hat Plan with the
Department of Labor *
10.23 Deferred Compensation Agreement dated December 30, 1996
between the Registrant and Clarence Y. Palitz, Jr. *
10.24 Deferred Compensation Agreement dated January 2, 1998
between the Registrant and Clarence Y. Palitz, Jr. *
10.25 1998 Stock Option Plan of the Registrant *
12.1 Computation of Debt-To-Equity Ratio 13
13.1 2000 Annual Report to Stockholders (except for the pages
and information thereof expressly incorporated by
reference in this Form 10-K, the Annual Report to
Stockholders is provided solely for the information of
the Securities and Exchange Commission and is not deemed
"filed" as part of this Form 10-K)
22.1 Subsidiaries of the Registrant 14
23.1 Consent of Independent Auditors 15
27 Financial Data Schedule (EDGAR version only)
____________
*Previously filed with the Securities and Exchange Commission as an exhibit.
12
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