<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
____________________
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993 Commission File Number 33-46530
____________________
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
(Full title of the plan and the address of the
plan, if different from that of the issuer named below.)
GFC FINANCIAL CORPORATION
(Name of the issuer of securities held
pursuant to the plan.)
Dial Tower, Phoenix, Arizona, 85077
(Address of its principal executive office.)
<PAGE> 2
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
TABLE OF CONTENTS
FINANCIAL STATEMENTS AND EXHIBITS
_________________________________
Financial Statements
<TABLE>
<CAPTION>
Page
-----------------
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for
Benefits - December 31, 1993 and 1992 2
Statements of Changes in Net Assets Available for
Benefits - for the Year Ended December 31, 1993
and for the Period from March 18, 1992 (date of
inception) to December 31, 1992 3
Notes to Financial Statements 4 - 10
Supplemental Schedules 11 - 12
Signatures 13
Exhibits 14
</TABLE>
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To The Administration Committee and
Plan Participants of
GFC Financial Corporation
Capital Accumulation Plan:
We have audited the accompanying statements of net assets available for
benefits of GFC Financial Corporation Capital Accumulation Plan (the "Plan") as
of December 31, 1993 and 1992 and the related statements of changes in net
assets available for benefits for the year ended December 31, 1993 and for the
period from March 18, 1992 (date of inception) to December 31, 1992. 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 audits.
We conducted our audits 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 audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
year ended December 31, 1993 and for the period from March 18, 1992 (date of
inception) to December 31, 1992 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules on pages 11
and 12 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. These schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing procedures applied
in our audit of the basic 1993 financial statements and, in our opinion, are
fairly stated, in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE
_______________________
June 8, 1994
1
<PAGE> 4
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31,
_____________________________________
ASSETS 1993 1992
___________ ___________
<S> <C> <C>
INVESTMENTS, at fair value:
Shares of registered investment companies:
Vanguard Windsor Fund $ 2,017,667 $ 1,437,573
T. Rowe Price Stable Value Fund 1,705,919 1,735,215
T. Rowe Price Prime Reserve Fund 518,241 374,509
T. Rowe Price Equity Index Fund 332,472 124,524
Vanguard Bond Market Fund 205,099 80,564
Common Stock:
The Dial Corp Common Stock 1,557,078 1,860,415
GFC Financial Corporation Common Stock 979,016 697,399
U. S. Bancorp Common Stock 112,315
Participant notes receivable 239,060 108,884
------------ -----------
Total investments 7,666,867 6,419,083
------------ -----------
CONTRIBUTIONS RECEIVABLE 33,546 31,065
DIVIDENDS RECEIVABLE 18,070 16,496
CASH 422
------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 7,718,905 $ 6,466,644
============ ============
</TABLE>
See Notes to Financial Statements
2
<PAGE> 5
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993 AND FOR THE PERIOD FROM
MARCH 18, 1992 (DATE OF INCEPTION) TO DECEMBER 31, 1992
<TABLE>
<CAPTION>
ADDITIONS: 1993 1992
__________ __________
<S> <C> <C>
Contributions:
Employee wage reductions $ 841,256 $ 609,828
After-tax employee deductions 2,258 3,117
---------- ----------
Total contributions 843,514 612,945
---------- ----------
Transfer of assets from U.S. Bancorp 428,019
Rollover deposits 109,640 15,717
Transfer of assets from The Dial Corp 5,582,853
Investment income:
Dividends and interest income 387,040 245,943
Net appreciation in fair value of investments 253,296 301,557
---------- ----------
Total investment income 640,336 547,500
---------- ----------
Total additions 2,021,509 6,759,015
DEDUCTIONS - distributions to participants 769,248 292,371
---------- ----------
NET INCREASE 1,252,261 6,466,644
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF PERIOD 6,466,644
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF PERIOD $ 7,718,905 $ 6,466,644
============ ============
</TABLE>
See Notes to Financial Statements
3
<PAGE> 6
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1993
AND FOR THE PERIOD FROM MARCH 18, 1992
(DATE OF INCEPTION) TO DECEMBER 31, 1992
1. DESCRIPTION OF THE PLAN
The following brief description of the GFC Financial Corporation
Capital Accumulation Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan
documents for a more complete description of the Plan's provisions.
a. GENERAL - The Plan was established March 18, 1992 (date of
inception) in connection with the spin-off of GFC Financial
Corporation and its subsidiaries (the "Company" or "GFCFC") by
The Dial Corp ("TDC"). The assets of the Plan were formerly
held in the Dial Companies Capital Accumulation Plan ("Dial
Plan") for the benefit of employees of the Company
participating in the Dial Plan. These amounts were
transferred to the Plan in 1992. Effective May 3, 1993,
employees of the Company are eligible to become a participant
in the Plan upon employment by the Company or at the beginning
of any month thereafter. Employees are able to reduce their
salaries on a pre-tax basis which the Company contributes to
the Plan. After-tax contributions are also permitted. The
Plan is subject to various regulations, particularly those
under Internal Revenue Code Section 401(k) and the Employee
Retirement Income Security Act of 1974 ("ERISA").
b. INVESTMENT PROGRAMS - Receipts of the Plan are invested by the
Plan's trustee, T. Rowe Price, at the designation of the
participants. Except as noted below, the Plan offers
participants the following funds in which to invest pre- tax,
after-tax and rollover deposits.
(1) VANGUARD WINDSOR FUND - This managed fund invests in
the common stock of other companies. The fair value
of the fund is dependent on the market value of the
stocks. The dividends received are reinvested.
(2) T. ROWE PRICE STABLE VALUE FUND - This fund invests
in a diversified portfolio of guaranteed investment
contracts issued by insurance companies, bank
investment contracts issued by financial institutions
and strategic investment contracts issued by
insurance companies, financial institutions and other
entities. Income is earned based on a blended
interest rate determined by the various investments
and is reinvested. The fair value of the fund
represents contract value, which includes
contributions made, plus interest at the blended
rate, less withdrawals by participants.
4
<PAGE> 7
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
(3) T. ROWE PRICE PRIME RESERVE FUND - This managed fund
invests in short-term money market instruments such
as certificates of deposit, treasury bills and
corporate notes which earn income based on short-term
interest rates. The fair value of the fund is the
cost basis of the investment. The income received is
reinvested.
(4) T. ROWE PRICE EQUITY INDEX FUND - This managed fund
invests in the common stock of other companies. The
fair value of the fund is dependent on the market
value of the stocks. The dividends received are
reinvested.
(5) VANGUARD BOND MARKET FUND - This managed fund invests
in U.S. government and corporate bonds and mortgage-
backed securities, which earn income based on
interest rates. The fair value of the fund is
dependent on the market value of the investments.
The income received is reinvested.
(6) THE DIAL CORP COMMON STOCK - This fund is invested in
the common stock of TDC, and any dividends paid on
the stock are reinvested in GFCFC common stock. The
fair value of this fund is dependent upon the
fluctuations in the market value of the stock.
(7) GFC FINANCIAL CORPORATION COMMON STOCK - This fund is
invested in the common stock of GFCFC, and any
dividends paid on the stock are reinvested in the
fund. The fair value of this fund is dependent upon
the fluctuations in the market value of the stock.
(8) U.S. BANCORP COMMON STOCK - This fund is invested in
the common stock of U.S. Bancorp. Employees are not
permitted to make new investments in this fund,
therefore, any dividends paid on the stock are
reinvested in GFCFC common stock. The fair value of
this fund is dependent upon the fluctuations in the
market value of the stock.
(9) PARTICIPANT NOTES RECEIVABLE - The Plan allows
participants to borrow up to 50% of their vested
account balance, subject to certain restrictions.
Such loans have terms of one to five years, except
residential mortgage loans, which may have terms up
to 25 years. Effective March 16, 1993, the Plan was
amended to eliminate the three month waiting period
between loans and to allow participants to have two
loans outstanding concurrently; one mortgage loan and
one shorter term loan.
c. CONTRIBUTIONS - Voluntary wage reductions may be elected by
the employee. Effective May 3, 1993, these pre-tax reductions
are contributed to the Plan by the Company and may range from
1% to 22% of taxable compensation ("as defined"). Each
employee may elect an after-tax contribution equal to the
difference between their pre-tax contributions and 22%.
5
<PAGE> 8
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
The Company's matching contributions begin for employees
participating in the Plan on their first anniversary of
employment and are made to the GFCFC Employees' Stock
Ownership Plan ("ESOP"). The matching contributions are based
on employee pre-tax salary reductions to the Plan, up to a
maximum of 100% of the first 3% of salary reduction. No
employer contributions are made based on after-tax
contributions. The Company's contributions are at the
discretion of the Company's Board of Directors and are
invested in GFCFC's common stock, to be held in the ESOP.
Shares of TDC common stock credited to a participant's account
as a result of matching contributions made to the Dial
Companies Capital Accumulation Plan shall continue to be held
for the participant in the Plan. Such common stock may be
converted to GFCFC common stock at the participant's option;
and any dividends paid on TDC common stock are used to
purchase GFCFC common stock.
In February 1993, the Company acquired all of the outstanding
stock of U.S. Bancorp Financial, Inc., now known as Greyhound
Financial Capital Corporation. During 1993, the balances in
the accounts of retained employees who participated in the
U.S. Bancorp Employee Investment Plan ("U.S. Bancorp Plan")
were transferred to the Plan. Shares of U.S. Bancorp common
stock credited to a participant's account as a result of
matching contributions made to the U.S. Bancorp Plan shall
continue to be held for the participant in the Plan. Such
common stock may be converted to GFCFC common stock at the
participant's option; and any dividends paid on the U.S.
Bancorp common stock are used to purchase GFCFC common stock.
All contributions are limited to the applicable amounts as
prescribed by the Internal Revenue Code.
d. DISTRIBUTIONS - Distributions of Plan assets may occur upon
participant termination from the Company, financial hardship,
disablement, retirement or death.
e. VESTING - Contributions to the Plan are 100% vested and
nonforfeitable at all times.
f. PARTICIPANT ACCOUNTS - For each participant, various accounts
are maintained to record employee pre-tax wage reductions,
after-tax employee deductions, Company matching contributions
to the ESOP and participant rollover deposits transferred to
the Plan. The benefit to which a participant is entitled is
the total benefit which can be provided from the combined
amount of these participant accounts.
g. PLAN ADMINISTRATION - The Plan is administered by a committee
of at least three persons appointed by the Chief Executive
Officer of the Company. Expenses pertaining to the
administration of the Plan may be paid by the Plan or directly
by the Company, at its option.
6
<PAGE> 9
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
h. PLAN TERMINATION - While it is the Company's intention to
continue the Plan, the Company has the right to terminate or
amend the Plan at any time.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING - The financial statements of the Plan are
prepared under the accrual basis of accounting.
b. INVESTMENT VALUE AND INCOME RECOGNITION - The Plan's
investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at
year-end. Common stock is valued at its quoted market price.
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 basis.
Dividends are recorded on the ex-dividend date.
c. PAYMENT OF BENEFITS - Benefits are recorded when paid.
3. CHANGES IN NET ASSETS BY FUND
The following tables represent the changes in net assets available for
benefits by investment fund for the year ended December 31, 1993 and
for the period from March 18, 1992 (date of inception) to December 31,
1992:
7
<PAGE> 10
<TABLE>
<CAPTION>
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
T. Rowe Price
_______________________________________ Vanguard The Dial
Vanguard Stable Prime Equity Bond Corp
Windsor Value Reserve Index Market Common
Fund Fund Fund Fund Fund Stock
________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee wage reductions $ 255,647 $ 284,181 $ 58,277 $ 89,607 $ 58,411 $ 22,698
After-tax employee deductions 787 1,471
------------ ------------ ----------- ---------- ---------- ------------
Total contributions 256,434 285,652 58,277 89,607 58,411 22,698
------------ ------------ ----------- ---------- ---------- ------------
Rollover deposits 31,301 7,043 9,361 4,072 28,256 2,036
Transfer of assets from U.S.
Bancorp 14,248 4,761 186,740 12,687 48,512
Loan payments 28,624 36,667 13,904 14,111 3,175 7,179
Investment income:
Dividends and interest income 168,573 103,858 13,561 5,993 11,633 48,738
Net investment appreciation
(depreciation) 137,076 13,840 (467) (73,794)
------------ ------------ ----------- ---------- ---------- ------------
Total investment income 305,649 103,858 13,561 19,833 11,166 (25,056)
------------ ------------ ----------- ---------- ---------- ------------
Total additions 636,256 437,981 281,843 140,310 149,520 6,857
------------ ------------ ----------- ---------- ---------- ------------
DEDUCTIONS:
Distributions to participants 126,154 215,414 92,756 5,950 23,570 204,310
New loans 34,010 92,985 19,305 14,549 2,365 12,165
------------ ------------ ----------- ---------- ---------- ------------
Total deductions 160,164 308,399 112,061 20,499 25,935 216,475
------------ ------------ ----------- ---------- ---------- ------------
INTERFUND TRANSFERS 104,002 (158,878) (26,050) 88,137 950 (93,719)
------------ ------------ ----------- ---------- ---------- ------------
NET INCREASE (DECREASE) 580,094 (29,296) 143,732 207,948 124,535 (303,337)
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 1,437,573 1,735,215 374,509 124,524 80,564 1,860,415
------------ ------------ ----------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 2,017,667 $ 1,705,919 $ 518,241 $ 332,472 $ 205,099 $ 1,557,078
============ ============ =========== ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
GFC
Financial U.S.
Corporation Bancorp
Common Common Plan
Stock Stock Account Total
_____________________________________________________
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee wage reductions $ 69,953 $ $ 2,482 $ 841,256
After-tax employee deductions 2,258
----------- ---------- ---------- ------------
Total contributions 69,953 --- 2,482 843,514
----------- ---------- ---------- ------------
Rollover deposits 27,571 109,640
Transfer of assets from U.S.
Bancorp 109,144 51,927 428,019
Loan payments 20,015 (123,675) ---
Investment income:
Dividends and interest income 19,154 3,135 12,395 387,040
Net investment appreciation
(depreciation) 147,401 29,240 253,296
----------- ---------- ---------- ------------
Total investment income 166,555 32,375 12,395 640,336
----------- ---------- ---------- ------------
Total additions 284,094 141,519 (56,871) 2,021,509
----------- ---------- ---------- ------------
DEDUCTIONS:
Distributions to participants 77,792 4,532 18,770 769,248
New loans 12,919 21,574 (209,872) ---
----------- ---------- ---------- ------------
Total deductions 90,711 26,106 (191,102) 769,248
----------- ---------- ---------- ------------
INTERFUND TRANSFERS 88,234 (3,098) 422 ---
----------- ---------- ---------- ------------
NET INCREASE (DECREASE) 281,617 112,315 134,653 1,252,261
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 697,399 156,445 6,466,644
----------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 979,016 $ 112,315 $ 291,098 $ 7,718,905
=========== ========== ========== ============
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
FOR THE PERIOD FROM MARCH 18, 1992 (DATE OF INCEPTION) TO DECEMBER 31, 1992
T. Rowe Price
________________________________________ Vanguard The Dial
Vanguard Stable Prime Equity Bond Corp
Windsor Value Reserve Index Market Common
Fund Fund Fund Fund Fund Stock
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee wage reductions $ 174,075 $ 271,908 $ 51,591 $ 24,273 $ 22,718 $ 23,704
After-tax employee deductions 1,089 2,028
------------ ------------ ----------- ---------- ---------- ------------
Total contributions 175,164 273,936 51,591 24,273 22,718 23,704
------------ ------------ ----------- ---------- ---------- ------------
Rollover deposits 3,443 9,979
Transfer of assets from The
Dial Corp 1,012,797 1,260,855 416,438 98,046 54,507 1,757,331
Loan payments 5,378 13,552 23,215 1,106 1,317
Investment income:
Dividends and interest income 83,794 68,926 9,392 2,032 4,574 26,278
Net investment appreciation 44,100 8,057 1,222 202,101
------------ ------------ ----------- ---------- ---------- ------------
Total investment income 127,894 68,926 9,392 10,089 5,796 228,379
------------ ------------ ----------- ---------- ---------- ------------
Total additions 1,324,676 1,627,248 500,636 133,514 83,021 2,010,731
------------ ------------ ----------- ---------- ---------- ------------
DEDUCTIONS:
Distributions to participants 60,188 64,069 30,696 5,080 85,535
New loans 11,173 31,002 35,456 2,921 13,725
------------ ------------ ----------- ---------- ---------- ------------
Total deductions 71,361 95,071 66,152 8,001 --- 99,260
------------ ------------ ----------- ---------- ---------- ------------
INTERFUND TRANSFERS 184,258 203,038 (59,975) (989) (2,457) (51,056)
------------ ------------ ----------- ---------- ---------- ------------
NET INCREASE 1,437,573 1,735,215 374,509 124,524 80,564 1,860,415
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of period
------------ ------------ ----------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of period $ 1,437,573 $ 1,735,215 $ 374,509 $ 124,524 $ 80,564 $ 1,860,415
============ ============ =========== ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
GFC
Financial
Corporation GIC
Common Trust Plan
Stock Fund Account Total
_____________________________________________________
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee wage reductions $ 10,494 $ $ 31,065 $ 609,828
After-tax employee deductions 3,117
----------- ---------- ---------- ------------
Total Contributions 10,494 --- 31,065 612,945
----------- ---------- ---------- ------------
Rollover deposits 2,295 15,717
Transfer of assets from The
Dial Corp 507,291 436,316 39,272 5,582,853
Loan payments 1,002 (45,570) ---
Investment income:
Dividends and interest income 6,664 24,579 19,704 245,943
Net investment appreciation 46,077 301,557
----------- ---------- ---------- ------------
Total investment income 52,741 24,579 19,704 547,500
----------- ---------- ---------- ------------
Total additions 573,823 460,895 44,471 6,759,015
----------- ---------- ---------- ------------
DEDUCITONS:
Distributions to participants 24,952 20,597 1,254 292,371
New loans 6,560 12,391 (113,228) ---
----------- ---------- ---------- ------------
Total deductions 31,512 32,988 (111,974) 292,371
----------- ---------- ---------- ------------
INTERFUND TRANSFERS 155,088 (427,907) ---
----------- ---------- ---------- ------------
NET INCREASE 697,399 156,445 6,466,644
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of period ----------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of period $ 697,399 $ --- $ 156,445 $ 6,466,644
=========== ========== ========== ============
</TABLE>
<PAGE> 12
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
4. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by T. Rowe
Price. T. Rowe Price is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest.
5. FEDERAL INCOME TAX STATUS
The Plan is in the process of applying for a determination letter from
the Internal Revenue Service that the Plan is in compliance with the
applicable requirements of the Internal Revenue Code. The Plan
Administrator believes that the Plan is operating in compliance with
all requirements of Section 401(a) of the Internal Revenue Code and is
exempt from federal income tax under Section 501(a) of the Code.
6. SUBSEQUENT EVENTS
In February 1994, the Company acquired Ambassador Factors Corporation
("Ambassador") (formerly known as Fleet Factors Corp.) Fleet Financial
Group Inc.'s ("Fleet") factoring and asset based lending subsidiary.
Ambassador's 401K Plan will be retained by Fleet, however,
participants in the Ambassador Plan will be allowed to rollover their
individual accounts into the Plan.
In April 1994, the Company acquired all of the outstanding stock of
TriCon Capital Corporation ("TriCon") from Bell Atlantic Corporation.
TriCon was subsequently merged into the Company. The balances in the
accounts of retained employees who participated in the Bell Atlantic
Savings Plan will be transferred to the Plan. Such employees are
entitled to retain all or part of their accounts in the Bell Atlantic
Common Stock Fund, subject to certain restrictions.
10
<PAGE> 13
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
_______________________________________________________________________________
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1993
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
Column B Column C Column D Column E
________________________________________________________________________________________________________________
Description of Investment Including
Identity of Issue, Borrower, Collateral, Rate of Interest, Maturity Current
Lessor or Similar Party Date, Par of Maturity Value Cost Value
________________________________________________________________________________________________________________
<S> <C> <C> <C>
Vanguard Windsor Fund Common Stock Fund (145,052 shares) $ 1,865,541 $ 2,017,667
T. Rowe Price Stable
Value Fund GIC Fund (1,705,919 shares) 1,705,919 1,705,919
The Dial Corp
Common Stock Common Stock (38,565 shares) 1,435,469 1,557,078
GFC Financial Corporation
Common Stock Common Stock (33,759 shares) 819,209 979,016
T. Rowe Price Prime
Reserve Fund Money Market Fund (518,241 shares) 518,241 518,241
T. Rowe Price Equity
Index Fund Common Stock Fund (24,664 shares) 312,111 332,472
Vanguard Bond
Market Fund Bond Fund (20,388 shares) 205,906 205,099
U.S. Bancorp Common
Stock Fund Common Stock Fund (4,493 shares) 88,347 112,315
Participant Notes Receivable Participant Loans (rate of interest
6% to 11%) 239,060 239,060
------------ ------------
$ 7,189,803 $ 7,666,867
============ ============
</TABLE>
11
<PAGE> 14
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
________________________________________________________________________________
SUPPLEMENTAL SCHEDULES
YEAR ENDED DECEMBER 31, 1993
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
________________________________________________________________________________________________________________________
Current
Value of
Asset on
Identity of Party Description of Purchase Selling Cost of Transaction Net Gain/
Involved Asset Price Price Asset Date (Loss)
_______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Series of
Transactions:
Vanguard Common Stock
Windsor Fund Fund $ $ 247,365 $ 219,738 $ 247,365 $ 27,627
Vanguard Common Stock
Windsor Fund Fund 690,384 690,384
T. Rowe Price
Stable Value
Fund GIC Fund 519,326 519,326 519,326
T. Rowe Price
Stable Value
Fund GIC Fund 490,030 490,030
GFC Financial
Corporation
Common Common
Stock Stock 153,281 118,769 153,281 34,512
GFC Financial
Corporation
Common Common
Stock Stock 287,499 287,499
T. Rowe Price
Prime Money Market 153,046 153,046 153,046
Reserve Fund Fund
T. Rowe Price
Prime Fund Money Market
Reserve Fund 296,778 296,778
</TABLE>
12
<PAGE> 15
SIGNATURES
__________
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
GFC FINANCIAL CORPORATION
CAPITAL ACCUMULATION PLAN
Dated: June 28, 1994 Signature: /s/ Deborah A. Inman
________________________________________
Deborah A. Inman
Vice President -
Collateral Risk Management
Dated: June 28, 1994 Signature: /s/ Bruno A. Marszowski
_________________________________________
Bruno A. Marszowski
Vice President - Controller
13
<PAGE> 16
GFC FINANCIAL CORPORATION
COMMISSION FILE NUMBER 33-46530
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page No. in
Sequentially
Numbered
Form 11-K
No. Title Report
__________ _____________________________ __________________
<S> <C>
(24) Independent Auditors' Consent 15
</TABLE>
14
<PAGE> 1
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-46530 of GFC Financial Corporation on Form S-8 of our report dated June 8,
1994, appearing in this Annual Report on Form 11-K of the GFC Financial
Corporation Capital Accumulation Plan for the year ended December 31, 1993.
/s/ DELOITTE & TOUCHE
_________________________________
Phoenix, Arizona
June 24, 1994
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