SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
_X_ Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996)
For the fiscal year ended DECEMBER 31, 1999
-----------------
Or
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the transition period from _________________ to _________________
Commission file number: 1-11794
--------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below EWB RETIREMENT PLAN
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office E.W. BLANCH HOLDINGS,
INC., 500 N. AKARD, DALLAS, TEXAS 75201
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EWB Retirement Plan
--------------------------------------
(Name of Plan)
Date JUNE 22, 2000 By /s/ Susan B. Wollenberg
--------------------------- --------------------------------------
(Signature)
Susan B. Wollenberg
--------------------------------------
(Print Name)
<PAGE>
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
EWB RETIREMENT PLAN
AS OF DECEMBER 31, 1999 AND 1998 AND FOR THE YEAR ENDED DECEMBER 31, 1999 WITH
REPORT OF INDEPENDENT AUDITORS
<PAGE>
EWB RETIREMENT PLAN
Financial Statements and Supplemental Schedules
As of December 31, 1999 and 1998 and
for the year ended December 31, 1999
CONTENTS
Report of Independent Auditors.................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits................................2
Statement of Changes in Net Assets Available for Benefits......................3
Notes to Financial Statements..................................................4
Supplemental Schedules
Schedule H; Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year.............................................................10
Schedule H; Line 4j - Schedule of Reportable Transactions.....................17
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
EWB Retirement Plan
We have audited the accompanying statements of net assets available for benefits
of the EWB Retirement Plan as of December 31, 1999 and 1998, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 1999. 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 auditing standards generally accepted
in the United States. 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
reportable transactions for the year ended December 31, 1999 are presented for
purposes of additional analysis and are not a required part of the 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 supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Ernst & Young LLP
Dallas, Texas
June 2, 2000
<PAGE>
EWB RETIREMENT PLAN
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
-------------------------------
<S> <C> <C>
ASSETS
Cash $ 1,954 $ 684
Investments, at fair value 59,316,656 42,317,343
-------------------------------
59,318,610 42,318,027
Receivables:
Company contributions 2,184,724 2,131,823
Interest and dividends receivable 467 --
-------------------------------
2,185,191 2,131,823
-------------------------------
Net assets available for benefits $ 61,503,801 $ 44,449,850
===============================
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
EWB RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
ADDITIONS
Investment income:
Net appreciation in fair value of investments $ 14,898,985
Interest and dividends 632,784
------------
15,531,769
Contributions:
Participant 2,569,214
Rollover 566,096
Company 2,124,112
------------
5,259,422
------------
Total additions 20,791,191
DEDUCTIONS
Benefit payments 3,690,262
Administrative expenses 46,978
------------
Total deductions 3,737,240
------------
Net increase 17,053,951
Net assets available for benefits at beginning of year 44,449,850
------------
Net assets available for benefits at end of year $ 61,503,801
============
SEE ACCOMPANYING NOTES.
3
<PAGE>
EWB RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF THE PLAN
The following description of the EWB Retirement Plan (the Plan) provides only
general information. Participants should refer to the Summary Plan Description
for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan which was established in September 1985
by E.W. Blanch Holdings, Inc. (the Company). An employee becomes eligible to
participate in the Plan on the first day of the calendar quarter following his
or her employment date, provided employment has not been terminated prior to
such date. 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 14% of pretax annual compensation,
as defined in the Plan. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans.
The Company may make an annual discretionary contribution to all eligible
participants' accounts equal to a percentage of total base earnings, as defined
by the Plan. The Company may also direct the trustee to invest a percentage of
the Company contribution in the restricted portion of the Company Stock Fund
(Restricted Stock Fund), which is restricted from reallocation to other funds
until after two full calendar quarters following the quarter in which the funds
are contributed. The remainder of the Company contribution is allocated based on
the participants' current investment elections in effect when the contribution
is made. During 1999, the Company elected to contribute 7.5% of base earnings to
all eligible participants and allocated 25% of the contribution to the
Restricted Stock Fund. An employee must complete a year of service, as defined,
during each Plan year and be employed on the last day of the Plan year to
receive a discretionary Company contribution, if declared.
4
<PAGE>
EWB RETIREMENT PLAN
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of the Company discretionary contribution, if any, and Plan
earnings, and is charged with an allocation of administrative expenses.
Allocations are based on participant earnings or account balances, as defined.
Forfeited balances of terminated employees' nonvested accounts are used to
reduce future Company contributions. As of December 31, 1999 and 1998, total
forfeitures remaining unallocated were $235,659 and $59,747, respectively.
Nonvested accounts forfeited during 1999 totaled $91,632. 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 Company contribution portion of each participant's
account plus actual earnings thereon occurs over a three year period, provided
that the participant is credited with at least 1,000 hours of continuous service
in each Plan year.
INVESTMENT OPTIONS
Other than the amount of any discretionary Company contributions initially
directed to the Restricted Stock Fund, participants may direct daily 100% of all
other Company contributions, if any, and their participant contributions to any
of the Plan's fund options and the Restricted Stock Fund. The participants'
contributions to the Restricted Stock Fund are restricted from reallocation to
other funds until after two full calendar quarters following the quarter in
which the funds are contributed. Participants may also elect to direct such
amounts to a self-directed investment fund option in a Charles Schwab Personal
Choice Retirement Account, subject to certain restrictions.
5
<PAGE>
EWB RETIREMENT PLAN
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
Participants may borrow from their fund accounts an amount not to exceed 50% of
the previous quarter's vested account balance up to a maximum of $50,000. Loan
transactions are treated as a transfer from (to) the investment fund to (from)
the loan fund. Loans must be repaid within five years through either payroll
deductions of principal and interest or through direct remittance of the
outstanding balance by the borrowing participant. Loans are secured by the
balance in the participant's account and bear interest at rates comparable to
rates charged by persons in the business of lending money (8.75% to 10% in
1999).
PAYMENT OF BENEFITS
Upon termination of service, disability, or retirement, a participant will
receive a lump-sum amount equal to the vested value of his or her account if the
balance does not exceed $5,000. If the account balance is $5,000 or greater, the
participant may receive a lump sum amount equal to the vested value of his or
her account, or may leave the account in the Plan no longer than mandatory
distribution age. In the case of retirement, the distribution may be delayed
until some time after normal retirement age. In the event of death, the
distribution will be made to a named beneficiary.
Prior to 1997, participants could invest in life insurance policies. Payments
made by the trustee for premiums on such policies shall be considered to be
distributions from the participant's account. The cash surrender value of these
allocated insurance contracts is excluded from the net assets of the Plan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
6
<PAGE>
EWB RETIREMENT PLAN
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The assets of the Plan are held by UMB Bank (UMB), the trustee of the Plan,
American Century, a custodian of the Plan through an agency agreement with UMB,
and Charles Schwab & Co. Inc., a custodian of the Plan.
The Plan's investments are stated at fair value, or cost, which approximates
fair market value, if there is no active market, unless otherwise mentioned
below. Investments in common stocks, U.S. government securities and corporate
obligations are valued at quoted market prices. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end. The fair value of the
common collective trust is determined by the trustee based on the fair market
value of the underlying assets in the trust. Money market funds are valued at
cost, which approximates fair value. Participant loans are valued at their
outstanding balances, 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.
ADMINISTRATION OF THE PLAN
The Company is the plan administrator. All expenses of administering the Plan
may be paid out of the Plan unless paid by the Company.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
7
<PAGE>
EWB RETIREMENT PLAN
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATION
Certain 1998 financial statement amounts have been reclassified to conform to
the 1999 presentation.
3. INVESTMENTS
During 1999 the Plan's investments (including investments purchased, sold as
well as held during the year) appreciated in fair value as follows:
NET APPRECIATION IN
FAIR VALUE OF
INVESTMENTS
-------------------
Shares of registered investment companies $ 10,493,758
Common stocks 4,291,427
Common collective trust 113,800
-------------
Total $ 14,898,985
=============
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
DECEMBER 31,
1999 1998
-----------------------------
American Century Ultra Fund $ 5,683,703 $ --
American Century Balanced Fund 4,574,175 3,876,337
Barclays Global Investors S&P 500
Stock Fund 5,655,637 --
Janus Fund 12,115,378 8,006,973
Company common stock 14,097,055 10,864,014
American Century International Growth Fund -- 2,560,331
Putnam New Opportunities Fund -- 8,155,060
8
<PAGE>
EWB RETIREMENT PLAN
Notes to Financial Statements (continued)
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the components of the changes in net assets
relating to the nonparticipant-directed Company common stock is as follows:
DECEMBER 31,
1999 1998
------------------------------
Net assets:
Company common stock $ 76,440 $ 68,718
YEAR ENDED
DECEMBER 31,
1999
-------------
Changes in net assets:
Contributions $ 1,559,625
Interest and dividends 16,633
Net appreciation in fair value 17,467
Distributions to participants (28,928)
Interfund transfers (1,557,075)
------------
Net change $ 7,722
============
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated January 19, 1994, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan has been
amended since receiving the determination letter. However, the plan
administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax-exempt.
9
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year
EIN: 41-1741779
Plan #: 001
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS, INCLUDING (e)
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST VALUE
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Registered Investment Companies:
* American Century Ultra Fund $ ** $ 5,683,703
* American Century Balanced Fund ** 4,574,175
* American Century Value Fund ** 1,748,038
* American Century International Growth Fund ** 3,055,012
* American Century International Discovery Fund ** 86
* American Century Premium Bond Fund ** 600,562
* Barclays Global Investors S&P 500 Stock Fund ** 5,655,637
* UMB Scout Prime I - Money Market Fund ** 93,059
Lord Abbett Developing Growth Fund ** 2,502,975
Janus Janus Fund ** 12,115,378
----------------------------------
Total Registered Investment Companies 36,028,625
Common Collective Trust:
* American Century Stable Asset Fund ** 2,025,906
Common Stock:
* E.W. Blanch Holdings, Inc.*** 230,156 shares 5,769,638 14,097,055
Registered Investment Companies
(self-directed):
* American Century International Discovery Fund ** 40,467
American Funds Capital Income Builder Fund ** 79,644
Fremont Funds US Microcap Fund ** 7,736
Gabelli Funds Gold Fund ** 16,770
Gabelli Funds Growth Fund ** 63,165
Harbor Funds Capital Appreciation Fund ** 87,163
Janus Mercury Fund ** 133,834
Janus Enterprise Fund ** 19,244
</TABLE>
* Party-in-interest
** Cost information is not required for participant directed investments.
***Amount includes participant directed and non-participant directed amounts.
10
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year (continued)
EIN: 41-1741779
Plan #: 001
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS, INCLUDING (e)
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST VALUE
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Registered Investment Companies
(self-directed) (continued):
Franklin Group of Funds Mutual Beacon Fund - Class Z $ ** $ 167,817
RS Funds Emerging Growth Fund ** 43,837
* Schwab Funds Money Market Fund ** 717,755
* Schwab Funds Value Advantage Money Fund ** 206,727
Sound Shore Fund Sound Shore Fund ** 88,170
Vanguard Group Primecap Fund ** 332,346
Vanguard Group Capital Opportunity Fund ** 135,790
-------------------------------
Total Registered Investment Companies
(self-directed) 2,140,465
Corporate obligations (self-directed):
BellSouth 7.625%, due 5/15/35 ** 193,000
Common Stocks (self-directed):
ADC Telecommunications 160 shares ** 11,610
AT&T Corporation 603.9637 shares ** 30,689
Abercrombie & Fitch 150 shares ** 4,003
Alliance World Dlr Govt II 4,500 shares ** 37,406
Amazon.com, Inc. 1,000 shares ** 76,125
America Online, Inc. 2,400 shares ** 182,100
American Express Company 1,075 shares ** 178,719
American International Group, Inc. 62 shares ** 6,704
Amgen Incorporated 2,800 shares ** 168,175
Analysts International Corp. 300 shares ** 3,750
Applied Materials, Inc. 200 shares ** 25,338
Arcadia Financial Ltd. 1,000 shares ** 4,438
Arizona Home Holdings, Inc. 25,000 shares ** 25,000
Avax Technologies, Inc. 500 shares ** 3,297
</TABLE>
* Party-in-interest
**Cost information is not required for participant directed investments.
11
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year (continued)
EIN: 41-1741779
Plan#: 001
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS, INCLUDING (e)
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST VALUE
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stocks (self-directed)
(continued):
Bell Atlantic Corp. 100 shares $ ** $ 6,156
Berkshire Hthwy Cl A, 1/10 20 shares ** 112,200
Boeing Co. 205.0356 shares ** 8,496
Borders Group 3,000 shares ** 48,750
CVS Corp. 135 shares ** 5,383
Chase Manhattan Corp. 75 shares ** 5,827
Cisco Systems, Inc. 300 shares ** 32,138
Citigroup, Inc. 150 shares ** 8,353
Compaq Computer Corp. 977.0043 shares ** 26,440
Cosmoz.com Inc. 2,000 shares ** 2,250
Dayton-Hudson Corp. 100 shares ** 7,344
Dell Computer Corp. 235 shares ** 11,985
Disney Walt Holding Co. 1,700 shares ** 49,725
Dupont E I De Nemour & Co. 404.7325 shares ** 26,662
Duraswitch Industries 1,000 shares ** 6,750
Eastman Chemical Co. 56 shares ** 2,671
EMC Corp. 525 shares ** 57,356
E Toys 500 shares ** 13,125
E-Trade 400 shares ** 10,450
Empyrean Bioscience 120,000 shares ** 64,800
Equus II, Inc. 4,277.2291 shares ** 44,109
FDX Corporation 125 shares ** 5,117
Fannie Mae 100 shares ** 6,244
Freddie Mac 100 shares ** 4,706
Funco, Inc. 400 shares ** 4,475
G&K Services, Inc. 1,300 shares ** 42,088
GAP, Inc. 150 shares ** 6,900
General Electric Company 476.9211 shares ** 73,804
</TABLE>
**Cost information is not required for participant directed investments.
12
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year (continued)
EIN: 41-1741779
Plan #: 001
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS, INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (d) (e)
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST CURRENT VALUE
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stocks (self-directed)
(continued):
GIC Global Entertainment 1,000 shares $ ** $ 160
Goodyear Tire & Rubber 300 shares ** 8,419
Guidant Corp. 200 shares ** 9,400
Halliburton Co. Holding Co. 200 shares ** 8,050
Hewlett-Packard Company 1202.7483 shares ** 136,813
Home Depot 150 shares ** 10,313
Honeywell Incorporated 937 shares ** 54,053
ISB Financial Corporation 300 shares ** 4,125
Intel Corporation 500.3122 shares ** 41,182
IBM 40 shares ** 4,315
Johnson & Johnson 1,075 shares ** 100,244
Kimberly Clark Corporation 125 shares ** 8,180
Kroger Company 300 shares ** 5,663
Life Medical Sciences 9,500 shares ** 3,563
Lucent Technologies, Inc. 100 shares ** 7,500
MCI Worldcom, Inc. 2,250 shares ** 119,391
MFN Financial Corporation 2 shares ** 13
McDonald's Corporation 1,200 shares ** 48,375
Medtronic, Inc. 2,550 shares ** 92,916
Merck & Co., Inc. 75 shares ** 5,039
Merrill Lynch & Co., Inc. 75 shares ** 6,248
Merrill Lynch NIKKEI Index 225 Market Index, due 2/14/02 ** 105,875
Micro Therapeutics 1,000 shares ** 7,688
MicroSoft Corporation 700 shares ** 81,725
Minnesota Mining & Mfg. 300 shares ** 29,362
Motorola Incorporated 200 shares ** 29,450
Multex.com, Inc. 200 shares ** 7,525
Newell Rubermaid, Inc. 300 shares ** 8,700
</TABLE>
**Cost information is not required for participant directed investments.
13
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year (continued)
EIN: 41-1741779
Plan #: 001
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS, INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (d) (e)
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST CURRENT VALUE
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stocks (self-directed)
(continued):
Nextel Communications 175 shares $ ** $ 18,047
Nokia Corporation 100 shares ** 19,106
Nortel Networks Corporation 200 shares ** 20,200
Northern States Power Company 200 shares ** 3,900
Oracle Corporation 200 shares ** 22,412
PE Corp. - Celera Genomics 300 shares ** 44,700
Pepsico Incorporated 200.4039 shares ** 7,064
Petroleum & Resources CP 398.6934 shares ** 12,858
Pfizer, Inc. 63 shares ** 2,043
Philip Morris Cos. Inc. 402.1647 shares ** 9,250
Progressive Corporation 100 shares ** 7,312
Qwest Communications International,
Inc. 150 shares ** 6,450
R&B Falcon Corporation 850 shares ** 11,262
Reliance Group Holdings 1,000 shares ** 6,625
Safeway, Inc. 200 shares ** 7,150
St. Paul Companies, Inc. 200 shares ** 6,738
Schlumberger Ltd. 400 shares ** 22,450
Shell Trans & Trdg 200 shares ** 9,800
Staples, Inc. 200 shares ** 4,150
Starbase Corporation 11,700 shares ** 127,968
Starnet Communications International,
Inc. 12,500 shares ** 30,079
Sun Microsystems Inc. 600 shares ** 46,463
Sunbeam Corporation 1,000 shares ** 4,187
Texaco Incorporated 100 shares ** 5,431
Tianrong Building Materials 2,500 shares ** 575
Tianrong Building Materials RTFXX 625 shares ** 1,289
Time Warner, Inc. 100 shares ** 7,231
</TABLE>
**Cost information is not required for participant directed investments.
14
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year (continued)
EIN: 41-1741779
Plan #: 001
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS, INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (d) (e)
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST CURRENT VALUE
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stocks (self-directed)
(continued):
Tower Automotive, Inc. 400 shares $ ** $ 6,175
Transocean Sedco Forex 76 shares ** 2,560
Tyco International Ltd. 750 shares ** 29,250
USA Networks, Inc. 400 shares ** 22,100
USWeb Corporation 200 shares ** 8,888
US BanCorp 400 shares ** 9,525
Wal-Mart Stores Inc. 1,750 shares ** 120,969
Warner Lambert Company 275 shares ** 22,532
Washington Federal Inc. 110 shares ** 2,172
Wells Fargo & Co. 200 shares ** 8,087
Xybernaut Corporation 1,000 shares ** 5,375
--------------------------------
Total Common Stocks (self-directed) 3,098,318
Options (self-directed):
America Online, Inc. 4 ** (4,150)
Applied Materials, Inc. 2 ** (13,325)
Compaq Computers 4 ** (25)
Cisco Systems, Inc. 2 ** (313)
DuPont De Nemour 3 ** (56)
EMC Corp. 4 ** (8,000)
E-Trade 4 ** (325)
Goodyear Tire 3 ** (356)
Intel Corp. 4 ** (200)
MCI Worldcom, Inc. 2 ** (113)
Motorola, Inc. 2 ** (6,700)
Schlumberger Ltd. 2 ** (25)
Sun Microsystems 4 ** (6,250)
--------------------------------
Total Options (self-directed) (39,838)
</TABLE>
**Cost information is not required for participant directed investments.
15
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4i - Schedule of Assets Held
for Investment Purposes at End of Year (continued)
EIN: 41-1741779
Plan #: 001
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS, INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, (d) (e)
(a) LESSOR, OR SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST CURRENT VALUE
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. Government Securities (self-
directed):
Treasury Bond 250,000, Series J, 13.875%, due
5/15/11 $ ** $ 161,125
Treasury Note 100,000, 5.375%, due 1/31/00 ** 100,031
---------------------------------
Total U.S. Government Securities (self-
directed) 261,156
International Equity (self-directed):
American Funds Capital World Growth & Income Fund ** 101,227
American Funds Europacific Growth Fund ** 217,322
Chile Fund Inc. Chile Fund Inc. ** 2,250
India Growth Fund Inc. India Growth Fund Inc. ** 1,525
Janus Worldwide Fund ** 359,601
Korea Fund Incorporated Korea Fund Incorporated ** 13,889
Pakistan Investment Fund Pakistan Investment Fund ** 1,950
Thai Fund Thai Fund ** 2,344
---------------------------------
Total International Equity (self-directed) 700,108
Participant loans:
Promissory notes due the EWB
Retirement Plan Interest rates ranging from 8.75%
to 10% ** 811,861
---------------------------------
Total $ 5,769,638 $ 59,316,656
=================================
</TABLE>
**Cost information is not required for participant directed investments.
16
<PAGE>
EWB RETIREMENT PLAN
Schedule H; Line 4j - Schedule of Reportable Transactions
EIN: 41-1741779
Plan #: 001
Year ended December 31, 1999
<TABLE>
<CAPTION>
(h)
CURRENT VALUE
(a) (b) (c) (d) (g) OF ASSET ON (i)
IDENTITY OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN
PARTY INVOLVED OF ASSETS PRICE PRICE ASSETS DATE OR (LOSS)
---------------------------------------------------------------------------------------------------------------------------
Category (iii)--series of transaction in excess of 5 percent of plan assets
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
E.W. Blanch Holdings, Inc. Common Stock $ 1,649,393 $ -- $ 1,649,393 $ 1,649,393 $ --
-- 1,634,670 1,610,986 1,634,670 23,684
</TABLE>
Note: Sections (e) and (f) are not applicable. There were no
category (i),(ii), or (iv) transactions for 1999.
17
<PAGE>
EXHIBIT INDEX
Exhibit 23 Consent of Ernst & Young LLP, Independent Auditors
