<PAGE>
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 Period Ended December 31, 1996
Commission File No.: 0-23146
----------------------
REDFED BANCORP INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 33-0588105
(State of Incorporation) (IRS Employer Identification No.)
300 East State Street, Redlands, California 92373
(Address of Principal Executive Offices)
------------------------
Redlands Federal Bank
Employee 401(k) Savings Plan
(Formerly Redlands Federal Bank Employee Profit Sharing Plan)
(Full Title of the Plan)
------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. For the fiscal year ended December 31, 1996.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
- OF 1934 [NO FEE REQUIRED].
For the transition period ________________ to ______________.
Anne Bacon Copies to:
President and Chief Executive Officer James R. Walther, Esq.
RedFed Bancorp Inc. Mayer, Brown & Platt
300 East State street 350 South Grand Avenue
Redlands, California 92373 25th Floor
(909) 335-3551 Los Angeles, CA 90071-1503
(Name, Address and Telephone (213) 229-9500
Number of Agent for Service)
<PAGE>
REQUIRED INFORMATION
ITEM 4. The Redlands Federal Bank Employee 401(k) Savings Plan, formerly
Redlands Federal Bank Employee Profit Sharing Plan, which is subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), files
plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA.
FINANCIAL STATEMENTS. Listed below are all financial statements and
schedules filed as a part of the annual report.
(a) Audited Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and 1995 and the related statement changes in net
assets available for plan benefits are hereby incorporated by
reference to the Registration Statement on Form S-8 filed by the
Redlands Federal Bank Employee Profit Sharing Plan (Registration No.
33-86848) with the Securities Exchange Commission on November 30,
1994.
EXHIBITS
(23) - AUDITORS' CONSENT
-1-
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Index to Financial Statements and Supplementary Schedules
---------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits, with Fund Information -
December 31, 1996 and 1995 2
Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information -
Years ended December 31, 1996 and 1995 4
Notes to Financial Statements 6
Schedule
<CAPTION>
<S> <C>
Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1996 1
Item 27d - Schedule of Reportable Transactions - Year ended December 31, 1996 2
</TABLE>
Schedules omitted are not applicable or are not required based on disclosure
requirements of the Employee Retirement Income Security Act of 1974 and
Regulations issued by the Department of Labor.
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Independent Auditors' Report
----------------------------
The Plan Administrator
Redlands Federal Bank
Employee 401(k) Savings Plan
Redlands, California:
We have audited the accompanying statements of net assets available for plan
benefits of the Redlands Federal Bank Employee 401(k) Savings Plan (the Plan),
formerly Redlands Federal Bank Employee Profit Sharing Plan as of December 31,
1996 and 1995 and the related statements of changes in net assets available for
plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1996 and 1995 and the changes in its net assets available for
plan benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets available for plan benefits and the statement of changes
in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Orange County, California KPMG Peat Marwick LLP
June 25, 1997
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Statements of Net Assets Available for
--------------------------------------
Plan Benefits, with Fund Information
------------------------------------
December 31, 1996 and 1995
--------------------------
<TABLE>
<CAPTION>
1996
--------------------------------------------------------------------------------
WARBURG/ MAINSTAY
STRONG PINCUS VALUE MAINSTAY NY LIFE
OPPORTUNITY INTERNATIONAL EQUITY MULTI-ASSET ANCHOR
FUND FUND FUND FUND ACCOUNT
-------------- ------------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (note 3):
Interest bearing cash and cash
equivalents $ --- --- --- --- ---
Interest in pooled separate accounts --- --- --- --- 1,604,923
Mutual funds 174,478 57,267 194,563 979,953 ---
RedFed Bancorp Inc. common stock --- --- --- --- ---
Loans to participants --- --- --- --- ---
-------- ------ ------- ------- ---------
Total investments at fair value 174,478 57,267 194,563 979,953 1,604,923
Interest receivable --- --- --- --- ---
Employee contributions receivable --- --- --- --- ---
-------- ------ ------- ------- ---------
Total assets $174,478 57,267 194,563 979,953 1,604,923
======== ====== ======= ======= =========
LIABILITIES
-------- ------ ------- ------- ---------
Net assets available for plan benefits $174,478 57,267 194,563 979,953 1,604,923
======== ====== ======= ======= =========
Net assets available to:
Terminated participants $ 25,531 --- --- 161,838 152,447
Continuing participants 148,947 57,267 194,563 818,115 1,452,476
-------- ------ ------- ------- ---------
Net assets available for plan
benefits $174,478 57,267 194,563 979,953 1,604,923
======== ====== ======= ======= =========
<CAPTION>
1996
--------------------------------------------------
EMPLOYER PARTICIPANT
STOCK LOAN
FUND FUND OTHER TOTAL
--------- -------- -------- ---------
<C> <C> <C> <C>
ASSETS
Investments (note 3):
Interest bearing cash and cash
equivalents 130,493 --- --- 130,493
Interest in pooled separate accounts --- --- --- 1,604,923
Mutual funds --- --- --- 1,406,261
RedFed Bancorp Inc. common stock 2,682,612 --- --- 2,682,612
Loans to participants --- 293,527 --- 293,527
--------- ------- ---- ---------
Total investments at fair value 2,813,105 293,527 --- 6,117,816
Interest receivable 575 1,335 --- 1,910
Employee contributions receivable --- --- 18,083 18,083
--------- ------- ------- ---------
Total assets 2,813,680 294,862 18,083 6,137,809
========= ======= ======= =========
LIABILITIES
--------- -------- ------- ----------
Net assets available for plan benefits 2,813,680 294,862 18,083 6,137,809
========= ======== ======= ==========
Net assets available to:
Terminated participants 1,072,311 39,657 --- 1,451,784
Continuing participants 1,741,369 255,205 18,083 4,686,025
--------- ------- ------- ---------
Net assets available for plan
benefits 2,813,680 294,862 18,083 6,137,809
========= ======== ======= ==========
</TABLE>
See accompanying notes to financial statements.
Page 2
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Statements of Net Assets Available for
--------------------------------------
Plan Benefits, with Fund Information, Continued
-----------------------------------------------
<TABLE>
<CAPTION>
1995
-------------------------------------------------------------------------
EMPLOYER
BALANCED SAVINGS STOCK PARTICIPANT
FUND FUND FUND LOAN FUND TOTAL
-------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments (note 3):
Interest bearing cash and cash equivalents $ 137 358,940 --- 44,227 403,304
Certificates of deposit --- 700,000 --- --- 700,000
Government and agency bonds --- 499,610 --- --- 499,610
Mutual funds 822,820 --- --- --- 822,820
RedFed Bancorp Inc. common stock --- --- 2,575,193 --- 2,575,193
Loans to participants --- --- --- 343,056 343,056
-------- --------- --------- ------- ---------
Total investments at fair value 822,957 1,558,550 2,575,193 387,283 5,343,983
Interest receivable 36,433 1,140 7 990 38,570
-------- --------- --------- ------- ---------
Total assets $859,390 1,559,690 2,575,200 388,273 5,382,553
======== ========= ========= ======= =========
LIABILITIES
Accounts payable --- --- --- 50 50
-------- --------- --------- ------- ---------
Net assets available for plan benefits $859,390 1,559,690 2,575,200 388,223 5,382,503
======== ========= ========= ======= =========
Net assets available to:
Terminated participants $ 18,090 97,267 8,242 12,839 136,438
Continuing participants 841,300 1,462,423 2,566,958 375,384 5,246,065
-------- --------- --------- ------- ---------
Net assets available for plan benefits $859,390 1,559,690 2,575,200 388,223 5,382,503
======== ========= ========= ======= =========
</TABLE>
See accompanying notes to financial statements.
Page 3
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
<TABLE>
<CAPTION>
Statement of Changes in Net Assets Available
--------------------------------------------
for Plan Benefits, with Fund Information
----------------------------------------
Years ended December 31, 1996 and 1995
--------------------------------------
1996
----------------------------------------------------------------------------------
Warburg/ Mainstay
Strong Pincus Value Mainstay NY Life
Opportunity International Equity Multi-Asset Anchor
Fund Fund Fund Fund Account
------------ ------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Additions (deductions) in net assets
attributed to:
Investment income:
Net unrealized appreciation
(depreciation) of investments $ (8,507) (667) (10,874) 26,143 --
Interest from investments -- -- -- -- 51,601
Interest from loans to participants -- -- -- -- --
Dividends 15,693 1,963 18,639 36,438 --
Net realized gain (loss) on sale of
investments (1) -- -- 7,881 --
--------- --------- --------- --------- ----------
7,185 1,296 7,765 70,462 51,601
Tax deferred employee contributions 4,573 486 2,433 48,145 117,352
--------- --------- --------- --------- ----------
Total additions (deductions) 11,758 1,782 10,198 118,607 168,953
Deductions from net assets attributed to:
Benefits paid to participants -- -- -- (70,654) (132,631)
Fees for participant loans -- -- -- -- --
--------- --------- --------- --------- ----------
Total deductions: -- -- -- (70,654) (132,631)
Transfers between funds (net) 162,720 55,485 184,365 932,000 1,568,601
---------- ---------- ---------- --------- ----------
Net increase (decrease) in fund
balance 174,478 57,267 194,563 979,953 1,604,923
Net assets available for plan benefits:
Beginning of year -- -- -- -- --
---------- --------- ---------- ---------- ----------
End of year $174,478 57,267 194,563 979,953 1,604,923
========== ========= ========== ========== ==========
<CAPTION>
1996
------------------------------------------------------------------------------
Employer Participant
Stock Loan Balanced Savings
Fund Fund Fund Fund Other Total
----------- ---------- -------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Additions (deductions) in net assets
attributed to:
Investment income:
Net unrealized appreciation
(depreciation) of investments 670,653 -- -- -- -- 676,748
Interest from investments 965 1,353 2,136 48,068 -- 104,123
Interest from loans to participants -- 16,513 -- -- -- 16,513
Dividends 1,179 -- 6,114 -- -- 80,026
Net realized gain (loss) on sale of
investments 29,617 -- 47,493 (25,235) -- 59,755
--------- ------- ------- ---------- ------- ---------
702,414 17,866 55,743 22,833 -- 937,165
Tax deferred employee contributions 131 -- -- 111,590 18,083 302,793
--------- ------- -------- ---------- ------- ---------
Total additions (deductions) 702,545 17,866 55,743 134,423 18,083 1,239,958
Deductions from net assets attributed to:
Benefits paid to participants (88,963) (36,504) (33,481) (121,319) -- (483,552)
Fees for participant loans -- (1,100) -- -- -- (1,100)
--------- ------- -------- ---------- ------- ---------
Total deductions: (88,963) (37,604) (33,481) (121,319) -- (484,652)
Transfers between funds (net) (375,202) (73,623) (881,652) (1,572,794) -- --
--------- ------- -------- ---------- ------- ---------
Net increase (decrease) in fund
balance 238,480 (93,361) (859,390) (1,559,690) 18,083 755,306
Net assets available for plan benefits:
Beginning of year 2,575,200 388,223 859,390 1,559,690 -- 5,382,503
--------- ------- --------- ---------- ------- ---------
End of year 2,813,680 294,862 -- -- 18,083 6,137,809
========= ======= ========= ========== ====== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Statement of Changes in Net Assets Available
--------------------------------------------
for Plan Benefits, with Fund Information, continued
---------------------------------------------------
<TABLE>
<CAPTION>
1995
---------------------------------------------------------------------------
EMPLOYER
BALANCED SAVINGS STOCK PARTICIPANT
FUND FUND FUND LOAN FUND TOTAL
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions (deductions) in net assets
attributed to:
Investment income:
Net unrealized appreciation of investments $ 23,455 2,735 534,800 -- 560,990
Interest from investments 30 74,585 1,736 3,914 80,265
Interest from loans to participants -- -- -- 20,687 20,687
Dividends 50,827 -- -- -- 50,827
Net realized gain on sale of investments 13,719 -- 7,899 -- 21,618
-------- --------- --------- ------- ---------
88,031 77,320 544,435 24,601 734,387
Tax deferred employee contributions -- 217,244 -- -- 217,244
-------- --------- --------- ------- ---------
Total additions 88,031 294,564 544,435 24,601 951,631
Deductions from net assets attributed to benefits
paid to participants (57,252) (263,249) (292,479) (30,739) (643,719)
Transfers between funds (net) 389,816 138,809 (486,963) (41,662) --
-------- --------- --------- ------- ---------
Net increase (decrease) in fund balance 420,595 170,124 (235,007) (47,800) 307,912
Net assets available for plan benefits:
Beginning of year 438,795 1,389,566 2,810,207 436,023 5,074,591
-------- --------- --------- ------- ---------
End of year $859,390 1,559,690 2,575,200 388,223 5,382,503
======== ========= ========= ======= =========
</TABLE>
See accompanying notes to financial statements
Page 5
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Notes to Financial Statements
-----------------------------
December 31, 1996 and 1995
--------------------------
(1) DESCRIPTION OF PLAN
The following description of the Redlands Federal Bank Employee 401(k)
Savings Plan (the Plan), formerly Redlands Federal Bank Employee Profit
Sharing Plan provides only general information. Participants should refer
to the Plan agreement or the Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution profit sharing plan covering all
eligible employees of Redlands Federal Bank (the Bank). Established January
1, 1958, the Plan provides for retirement, death and disability benefits.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Effective July 1, 1996, the Plan was amended such that NYL Trust Company
serves as the trustee. During 1995 and through June 30, 1996, Imperial
Trust Company served as the plan trustee.
CONTRIBUTIONS
Under the Plan, participants may contribute up to 10% of pre-tax earnings
into the Plan. The employer contribution is discretionary and determined by
the Bank each fiscal year. While it has not expressed any intention to do
so, the Bank has the right under the Plan to discontinue such contributions
at any time and to terminate the Plan subject to the provisions set forth
in ERISA. In April 1997, the employee contribution limit was increased to
15%, up to the maximum contribution per regulation.
ELIGIBILITY AND VESTING
Employees of Redlands Federal Bank become eligible to participate in the
Plan on January 1st coincidental with or next following the date of
employment. Participants are 100% vested in both pre-tax participant
contributions and employer profit sharing contributions, including any
earnings. Employer matching contributions, if any, are subject to a seven
year vesting schedule. Participants are credited with a year of vesting
service for each plan year which they complete at least 1,000 hours of
service.
PARTICIPANT ACCOUNTS
Participant balances accumulated in the Plan prior to January 1, 1990 are
maintained in the participant's Profit-Sharing Account. No new
contributions are credited to a participant's Profit-Sharing Account. The
balance is fully participant directed. Participant balances are maintained
in this account as they are available for hardship withdrawals. Profit
Sharing Accounts are included in various funds within the Plan.
Page 6
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Notes to Financial Statements, Continued
----------------------------------------
The Plan currently maintains six investment funds: the Strong Opportunity
Fund, the Warburg/Pincus International Fund, the Mainstay Value Equity
Fund, the Mainstay Multi-Asset Fund, the New York Life Anchor Account and
the Employer Stock Fund. Participants may elect at any time which fund or
combination of the funds they wish to have their portion of the total Plan
funds invested. The investments in these funds shall consist of the
following:
STRONG OPPORTUNITY FUND
Trust assets shall be invested primarily in equity securities of medium
sized companies, including common and preferred stocks, warrants,
convertible bonds, and cash and cash equivalents.
WARBURG/PINCUS INTERNATIONAL FUND
Trust assets shall be invested primarily in equity securities of companies,
wherever organized, with their principal business activities and interests
outside of the United States.
MAINSTAY VALUE EQUITY FUND
Trust assets shall be invested primarily in equity securities; including
common stocks and convertible securities. Other investments could include:
American Depositary Receipts or European Depositary Receipts, futures and
options, and foreign currency exchange transactions.
MAINSTAY MULTI-ASSET FUND
Trust assets shall be primarily invested in common stocks, fixed income
securities, and money market instruments. Other investments could include:
foreign securities, foreign currency transactions, futures transactions or
interest rate, index, and currency exchange rate swap agreements.
NEW YORK LIFE ANCHOR ACCOUNT
Trust assets shall be invested in a New York Life Insurance Company pooled
account invested in income securities of the following types: Asset-backed
securities, Mortgage-backed securities, Agencies and Corporate Bonds.
EMPLOYER STOCK FUND
Trust assets shall be invested in RedFed Bancorp Inc. stock and cash and
cash equivalents.
PARTICIPANT LOAN FUND
Participants may borrow from the Plan a total amount not to exceed the
lesser of $50,000 or 50% of the participant's vested interest in the Plan.
Participant's promissory notes are for fixed terms and require regular
periodic repayment by payroll deductions. Participants are charged a fee
for each loan which reduces the value of their vested interest.
Page 7
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Notes to Financial Statements, Continued
----------------------------------------
PAYMENT OF BENEFITS
Upon termination from employment, any participant balance less than $3,500
is automatically distributed to the participant. Participants with a
balance of $3,500 may elect to receive a distribution or maintain their
account in the Plan.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan have been prepared using the accrual
basis of accounting, and quoted market prices are used to value
investments. Purchases and sales of securities are recorded on a trade date
basis. Preparation of the financial statements requires use of Plan
administrator's estimates.
ADMINISTRATIVE EXPENSES
All administrative expenses incurred by the Plan are paid by the sponsor,
Redlands Federal Bank.
(3) INVESTMENTS
The following investments represent 5% or more of the Plan's net assets
available for benefits:
<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
-------------------------------- ----------------------------------
DESCRIPTION FAIR VALUE COST FAIR VALUE COST
<S> <C> <C> <C> <C>
RedFed Bancorp, Inc., common stock $2,682,612 2,011,959 2,575,193 2,040,393
New York Life Anchor Account 1,604,923 1,604,923 --- ---
Mainstay Multi-Asset Fund 979,953 953,810 --- ---
Monarch Government Cash Fund --- --- 403,304 403,304
Jurika & Voyles Balanced Fund --- --- 822,820 799,365
Federal Home Loan Bank note, due
11/21/05, 7.00% --- --- 499,610 496,875
Certificate of Deposit
Redlands Federal Bank,
due 6/16/96, 6.79% --- --- 400,000 400,000
Certificate of Deposit
Redlands Federal Bank,
due 3/16/97, 6.77% --- --- 300,000 300,000
</TABLE>
Page 8
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Notes to Financial Statements, Continued
----------------------------------------
Net unrealized appreciation in fair value for the year ended December 31,
1996 and 1995 was as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
--------- ---------
<S> <C> <C>
Common stock $670,653 534,800
Mutual funds 6,095 23,455
Federal Home Loan Bank notes --- 2,735
-------- -------
Net unrealized appreciation in fair value $676,748 560,990
======== =======
</TABLE>
(4) RELATED-PARTY TRANSACTIONS
The Plan had $0 and $700,000 on deposit at December 31, 1996 and 1995,
respectively, in interest-bearing checking accounts and certificates of
deposit at Redlands Federal Bank, the employer. In addition, the Plan held
198,712 and 254,340 shares of common stock of RedFed Bancorp Inc. at
December 31, 1996 and 1995, respectively.
(5) INCOME TAXES
The Internal Revenue Service has determined and informed the Bank by a
letter dated March 3, 1992 that the Plan is a qualified plan under Section
401(a) of the Internal Revenue Code (the Code). The Plan has obtained a
favorable determination, and is exempt from Federal income taxes under the
provisions of Section 401(a) of the Code.
The Plan has been amended since receiving the determination letter. The
Plan's administrator believes the Plan is being operated in compliance with
the applicable requirements of the Code.
(6) RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
---------- ---------
<S> <C> <C>
Net assets available for benefits $6,137,809 5,382,503
per the financial statements
Benefits payable to terminated participants classified --- (136,438)
as a liability in the Form 5500
Employee contributions receivable not accrued (18,083) ---
in the Form 5500
Interest receivable not accrued in the Form 5500 (1,910) ---
---------- ---------
Net assets available for benefits per the Form 5500 $6,117,816 5,246,065
========== =========
</TABLE>
Page 9
<PAGE>
SCHEDULE 1
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Item 27a - Schedule of Assets
------------------------------
Held for Investment Purposes
----------------------------
December 31, 1996
-----------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, DESCRIPTION OF INVESTMENT, INCLUDING
PARTY IN INTEREST BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, CURRENT
IDENTIFICATION SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
- ----------------- -------------------------------- --------------------------------------- ---------- -----------
<S> <C> <C> <C> <C>
* Redfed Bancorp, Inc. Common Stock, 198,712 shares $2,011,959 2,682,612
* Mainstay Institutional Funds, Inc.
Liquidity Stock Fund Mainstay Institutional Money Market Fund 130,493 130,493
* New York Life Insurance Co. New York Life Anchor Account 1,604,923 1,604,923
* Mainstay Institutional Funds, Inc. Mainstay Institutional Multi-Asset Fund 953,810 979,953
Participant Loans Participant Loan Fund, 6% to 8% 293,527 293,527
* Mainstay Institutional Funds, Inc. Mainstay Institutional Value Equity Fund 205,437 194,563
* Strong Funds Strong Opportunity Fund 182,985 174,478
* Warburg/Pincus Funds International Equity Fund 57,934 57,267
---------- ---------
$5,441,068 6,117,816
========== =========
</TABLE>
* Party in interest
See accompanying independent auditor's report
<PAGE>
SCHEDULE 2
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Item 27d - Schedule of Reportable Transactions
-----------------------------------------------
Year ended December 31, 1996
----------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF ASSET
(INCLUDES RATE AND EXPENSE
IDENTITY OF PARTY MATURITY IN CASE PURCHASE SELLING LEASE INCURRED WITH
INVOLVED OF A LOAN) PRICE PRICE RENTAL TRANSACTION
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jurika & Voyles Jurika & Voyles 316,156 --- --- ---
Balanced Fund
Jurika & Voyles Jurika & Voyles --- 1,186,469 --- ---
Balanced Fund
Imperial Trust Co. Monarch Government 3,028,400 --- --- ---
Cash Fund*
Imperial Trust Co. Monarch Government --- 3,428,600 -- ---
Cash Fund*
Plan Sponsor Certificate of Deposit, --- 400,000 --- ---
Redlands Federal Bank,
matured 6/16/96, 6.77%*
Federal Home Loan Bond, to mature --- 474,375 --- ---
Bank 11/21/05, 7.00%
Plan Sponsor RedFed Bancorp, Inc. --- 531,433 --- ---
Common Stock*
Mainstay Institutional Multi-Asset Fund* 1,203,822 --- --- ---
Funds, Inc.
New York Life Anchor Account* 1,866,023 --- --- ---
Insurance Co.
<CAPTION>
CURRENT VALUE
OF ASSET ON
COST OF TRANSACTION NET GAIN
ASSET DATE OR (LOSS)
- ---------------------------------------------
<C> <C> <C>
316,156 316,156 ---
1,138,976 1,186,469 47,493
3,028,400 3,028,400 ---
3,428,600 3,428,600 ---
400,000 400,000 ---
499,610 474,375 (25,235)
501,816 531,433 29,617
1,203,822 1,203,822 ---
1,866,023 1,866,023 ---
* Party in interest
</TABLE>
See accompanying independent auditor's report.
<PAGE>
SIGNATURES
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.
Dated: June 27, 1997 Redlands Federal Bank
Employee 401(k) Savings Plan
By: /s/ ANNE BACON
----------------------
Anne Bacon
Plan Administrator
<PAGE>
Exhibit 23
----------
Independent Auditors' Consent
-----------------------------
The Plan Administrator
Redlands Federal Bank
Employee 401(k) Savings Plan
Redlands, California:
We consent to incorporation by reference in the registration statement (No. 33-
86848) on Form S-8 of RedFed Bancorp Inc. of our report dated June 25, 1997
relating to the statement of net assets available for plan benefits of the
Redlands Federal Bank Employee 401(k) Savings Plan, formerly Redlands Federal
Bank Employee Profit Sharing Plan as of December 31, 1996 and 1995, the related
statement of changes in net assets available for plan benefits for the years
then ended and supplemental schedules for the year ended December 31, 1996,
which report appears in the December 31, 1996 Annual Report on Form 11-K of
Redlands Federal Bank Employee 401(k) Savings Plan.
Orange County, California KPMG Peat Marwick LLP
June 25, 1997
