<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, 1997
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) Plan
(Formerly Redlands Federal Bank 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, 1997.
[ ] 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 Todd H. Baker, Esq.
RedFed Bancorp Inc. Gibson, Dunn & Crutcher LLP
300 East State Street One Montgomery
Redlands, California 92373 Telesis Tower
(909) 335-3551 San Francisco, CA 94104-4505
(Name, Address and Telephone (415) 393-8200
Number of Agent for Service)
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
REQUIRED INFORMATION
ITEM 4. The Redlands Federal Bank Employee 401(k) Savings Plan,
formerly Redlands Federal Bank Profit Sharing Plan, which is subject to 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, 1997 and 1996 and the related
statements of changes in net assets available for plan
benefits.
EXHIBITS
(23) - AUDITORS' CONSENT
-1-
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
Financial Statements and
Supplemental Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Index to Financial Statements and Supplemental Schedules
--------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits, with Fund Information -
December 31, 1997 and 1996 2
Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information -
Years ended December 31, 1997 and 1996 4
Notes to Financial Statements 6
<CAPTION>
Schedule
<S> <C>
Line 27a - Schedule of Assets Held for Investment Purposes - December 31, 1997 1
Line 27d - Schedule of Reportable Transactions - Year ended December 31, 1997 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>
Independent Auditors' Report
----------------------------
The Trustees
Redlands Federal Bank
Employee 401(k) Savings Plan
Redlands, California:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information of the Redlands Federal Bank Employee 401(k)
Savings Plan (the Plan), formerly Redlands Federal Bank Employee Profit Sharing
Plan as of December 31, 1997 and 1996 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, 1997 and 1996 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.
KPMG Peat Marwick LLP
Orange County, California
June 5, 1998
Page 1
<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, 1997 and 1996
--------------------------
<TABLE>
<CAPTION>
1997
----
-------------------------------------------------------------------------------------------------------
Warburg/ Mainstay
Strong Pincus Value Mainstay NY Life Employer Participant
Opportunity International Equity Multi-Asset Anchor Stock Loan
Fund Fund Fund Fund Account Fund Fund Other Total
----------- ------------- -------- ----------- ------- -------- ----------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments (note 3):
Interest bearing cash
and cash equivalents $ --- ---- --- --- --- 179,485 --- --- 179,485
Interest in pooled separate
accounts --- ---- --- --- 1,409,732 --- --- --- 1,409,732
Mutual funds 498,115 124,202 417,782 1,062,017 --- --- --- --- 2,102,116
RedFed Bancorp Inc.
common stock --- --- --- --- --- 3,159,251 --- --- 3,159,251
Loans to participants --- --- --- --- --- 296,874 --- 296,874
---------- --------- --------- ---------- ---------- ---------- --------- -------- ----------
Total investments
at fair value 498,115 124,202 417,782 1,062,017 1,409,732 3,338,736 296,874 --- 7,147,458
Interest receivable --- --- --- --- 7,377 840 1,747 --- 9,964
Employee
contributions receivable --- --- --- --- --- --- --- 21,715 21,715
---------- --------- --------- ---------- ---------- ---------- --------- -------- ----------
Net assets available
for plan benefits $ 498,115 124,202 417,782 1,062,017 1,417,109 3,339,576 298,621 21,715 7,179,137
========== ========= ========= ========== ========== ========== ========= ======== ==========
Net assets available
to:
Terminated participants $ 62,223 89 33,460 177,925 102,216 1,118,952 25,802 ---- 1,520,667
Continuing participants 435,892 124,113 384,322 884,092 1,314,893 2,220,624 272,819 21,715 5,658,470
---------- --------- --------- ---------- ---------- ---------- --------- -------- ----------
Net assets available
for plan benefits $ 498,115 124,202 417,782 1,062,017 1,417,109 3,339,576 298,621 21,715 7,179,137
========== ========= ========= ========== ========== ========== ========= ======== ==========
</TABLE>
See accompanying notes to financial statements.
Page
<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>
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
------------ ------------- ------------- ------------- -------------
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>
------------------------------------------------------------
Employer Participant
Stock Loan
Fund Fund Other Total
------------ ------------- ------------- -------------
<S> <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
------------ ------------- ------------- -------------
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>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Statements of Changes in Net Assets Available for
-------------------------------------------------
Plan Benefits, with Fund Information, Continued
-----------------------------------------------
Years ended December 31, 1997 and 1996
--------------------------------------
1997
----
<TABLE>
<CAPTION>
----------------------------------------------------------------------
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 $ (450) (30,667) (7,050) 92,382 ---
Interest from investments --- --- --- --- 92,582
Interest from loans toparticipants --- --- --- --- ---
Dividends 64,925 17,837 65,484 117,496 ---
Net realized gain on sale of
investments 5,705 301 2,986 21,626 ---
----------- ------------- ---------- ---------- ----------
70,180 (12,529) 61,420 231,504 92,582
Tax deferred employee contributions 55,284 9,252 27,726 17,587 172,964
----------- ------------- ---------- ---------- ----------
Total additions (deductions) 125,464 (3,277) 89,146 249,091 265,546
Deductions from net assets attributed to:
Benefits paid to participants (10,987) (3,376) (2,492) (130,293) (214,606)
Fees and commissions paid 9 --- --- (91) (505)
----------- ------------- ---------- ----------- ---------
Total deductions (10,978) (3,376) (2,492) (130,384) (215,111)
Transfers between funds (net) 209,151 73,588 136,565 (36,643) (238,249)
----------- ------------- ---------- ----------- ---------
Net increase (decrease) in fund
balance 323,637 66,935 223,219 82,064 (187,814)
Net assets available for plan benefits:
Beginning of year 174,478 57,267 194,563 979,953 1,604,923
----------- ------------- ---------- ----------- ----------
End of year $ 498,115 124,202 417,782 1,062,017 1,417,109
=========== ============= ========== =========== ==========
<CAPTION>
------------------------------------------------------------
Employer Participant
Stock Loan
Fund Fund Other Total
---------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Additions (deductions) in net assets
attributed to:
Investment income:
Net unrealized appreciation
(depreciation) of investments 1,013,345 --- --- 1,067,560
Interest from investments 6,784 --- --- 99,366
Interest from loans toparticipants 15,784 --- 15,784
Dividends --- --- --- 265,742
Net realized gain (loss) on sale of
investments 64,402 --- --- 95,020
---------- ------------ ----------- -----------
1,084,531 15,784 --- 1,543,472
Tax deferred employee contributions 3,463 --- 21,715 307,991
---------- ------------ ----------- -----------
Total additions (deductions) 1,087,994 15,784 21,715 1,851,463
Deductions from net assets attributed to:
Benefits paid to participants (424,889) (21,729) --- (808,372)
Fees and commissions paid (1,176) --- --- (1,763)
---------- ------------ ----------- -----------
Total deductions (426,065) (21,729) --- (810,135)
Transfers between funds (net) (136,033) 9,704 (18,083) ---
---------- ------------ ----------- -----------
Net increase (decrease) in fund
balance 525,896 3,759 3,632 1,041,328
Net assets available for plan benefits:
Beginning of year 2,813,680 294,862 18,083 6,137,809
---------- ------------ ----------- -----------
End of year 3,339,576 298,621 21,715 7,179,137
========== ============ =========== ===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Statements of Changes in Net Assets Available
---------------------------------------------
for Plan Benefits, with Fund Information, continued
---------------------------------------------------
<TABLE>
<CAPTION>
1996
----
--------------------------------------------------------------------------------------
Warburg/ Mainstay
Strong Pincus Value Mainstay NY Life Employer Participant
Opportunity International Equity Multi-Asset Anchor Stock Loan
Fund Fund Fund Fund Account Fund Fund
----------- ------------- --------- ----------- ----------- ---------- ------------
<S> <C> <C> <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 --- 670,653 ---
--- --- --- --- 51,601 965 1,353
Interest from investments
--- --- --- --- --- --- 16,513
Interest from loans to participants
Dividends 15,693 1,963 18,639 36,438 --- 1,179 ---
Net realized gain (loss) on sale of
investments (1) --- --- 7,881 --- 29,617 ---
----------- ------------- --------- ----------- ----------- ---------- ------------
7,185 1,296 7,765 70,462 51,601 702,414 17,866
Tax deferred employee contributions 4,573 486 2,433 48,145 117,352 131 ---
----------- ------------- --------- ----------- ----------- ---------- ------------
Total additions 11,758 1,782 10,198 118,607 168,953 702,545 17,866
Deductions from net assets attributed to:
Benefits paid to participants --- --- --- (70,654) (132,631) (88,963) (36,504)
-- --- --- -- --- --- (1,100)
Fees for participant loans ----------- ------------- --------- ----------- ----------- ---------- ------------
Total deductions -- --- --- (70,654) (132,631) (88,963) (37,604)
Transfers between funds (net) 162,720 55,485 184,365 932,000 1,568,601 (375,102) (73,623)
----------- ------------- --------- ----------- ----------- ---------- ------------
Net increase (decrease) in fund
balance 174,478 57,267 194,563 979,953 1,604,923 238,480 (93,361)
Net assets available for plan benefits:
Beginning of year --- --- --- --- --- 2,575,200 388,223
----------- ------------- --------- ----------- ----------- ---------- ------------
End of year $ 174,478 57,267 194,563 979,953 1,604,923 2,813,680 294,862
=========== ============= ========= =========== =========== ========== ============
<CAPTION>
------------------------------------------------------
Balanced Savings
Fund Fund Other Total
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Additions (deductions) in net assets
attributed to:
Investment income:
Net unrealized appreciation
(depreciation) of investments --- 676,748
2,136 48,068 --- 104,123
Interest from investments
--- --- --- 16,513
Interest from loans to participants
Dividends 6,114 --- --- 80,026
Net realized gain (loss) on sale of
investments 47,493 (25,235) --- 59,755
---------- ---------- ----------- ----------
55,743 22,833 --- 937,165
Tax deferred employee contributions --- 111,590 18,083 302,793
---------- ---------- ----------- ----------
Total additions 55,743 134,423 18,083 1,239,958
Deductions from net assets attributed to:
Benefits paid to participants (33,481) (121,319) --- (483,552)
--- --- --- (1,100)
---------- ---------- ----------- ----------
Fees for participant loans
Total deductions (33,481) (121,319) --- (484,652)
Transfers between funds (net) (881,652) (1,572,794) --- ---
---------- ---------- ----------- ----------
Net increase (decrease) in fund
balance (859,390) (1,559,690) 18,083 755,306
Net assets available for plan benefits:
Beginning of year 859,390 1,559,690 --- 5,382,503
---------- ---------- ----------- ----------
End of year $ --- --- 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)
Notes to Financial Statements
-----------------------------
December 31, 1997 and 1996
--------------------------
(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 New York Life (NYL)
Trust Company serves as the trustee. During 1995 and through June 30,
1996 Imperial Trust Company served as the plan trustee.
On November 30, 1997, RedFed Bancorp, Inc. (the Company) the parent
company of Redlands Federal Bank, signed a definitive Agreement and Plan
of Merger (the Merger) pursuant to which the Company will be merged
into a wholly owned subsidiary of Golden State Bancorp, Inc. (GSB). It
is expected that the merger of the Company by GSB will be
consummated in July 1998. No further contributions to the Plan were
permitted after June 15, 1998, due to the merger. Upon completion of the
merger by GSB, the Plan will be terminated and all Plan assets will be
distributed in the form of participant benefits.
Contributions
Under the Plan, participants may contribute up to 15% of pre-tax earnings
into the Plan. The employer contribution is discretionary and determined
by the Bank for each fiscal year. 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. No contributions were
permitted after June 15, 1998 due to the merger.
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. 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.
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:
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Notes to Financial Statements, Continued
----------------------------------------
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
Corporates.
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.
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. Upon the completion of the merger by GSB, the plan
will be terminated and all plan assets will be distributed in the form of
participant benefits.
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Notes to Financial Statements, Continued
----------------------------------------
(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.
Use of Estimates
Management of the Plan has made estimates and assumptions relating to the
reporting of assets and liabilities to prepare the financial statements
in conformity with generally accepted accounting principles. Actual
results could differ from those 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
------------------------------------------
1997 1996
------------------------------ ---------------------------
Description Fair Cost Fair Cost
value value
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
RedFed Bancorp, Inc., common stock $ 3,159,251 2,145,906 2,682,612 2,011,959
New York Life Anchor Account 1,409,732 1,409,732 1,604,923 1,604,923
Mainstay Multi-Asset Fund 1,062,017 969,635 979,953 953,810
Mainstay Value Equity Fund 417,782 424,832 --- ---
Strong Opportunity Fund 498,115 498,565 --- ---
</TABLE>
Net unrealized appreciation in fair value for the year ended December 31,
1997 and 1996 was as follows:
1997 1996
---------- ---------
Common stock $ 1,013,345 670,653
Mutual funds 54,215 6,095
---------- ---------
Net unrealized appreciation in fair value $ 1,067,560 676,748
========== =========
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Notes to Financial Statements, Continued
----------------------------------------
(4) Related-Party Transactions
The Plan held 158,956 and 198,712 shares of common stock of RedFed
Bancorp Inc. at December 31, 1997 and 1996, respectively.
(5) Income Taxes
The Internal Revenue Service has determined and informed the Bank by a
letter dated October 15, 1997 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) Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500.
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Net assets available for benefits
per the financial statements $7,179,137 6,137,809
Employee contributions receivable not accrued in
the Form 5500 (21,715) (18,083)
Interest receivable not accrued in the Form 5500 (9,964) (1,910)
----------- -----------
Net assets available for benefits per the Form 5500 $7,147,458 $6,117,816
=========== ===========
</TABLE>
(7) Termination of Plan
On January 27, 1998, the Board of Directors passed a resolution to
terminate the Plan as a result of the acquisition of RedFed Bancorp, Inc.
by Golden State Bancorp, Inc.. On May 20, 1998, after receipt of all
regulatory approvals, management determined to terminate the Plan
effective June 30, 1998. All assets of the Plan will be distributed to
participants as instructed within 30 days following the July 10, 1998
acquisition closing date.
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Schedule 1
Line 27a - Schedule of Assets
-----------------------------
Held for Investment Purposes
----------------------------
December 31, 1997
-----------------
<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: 158,956 shares $ 2,145,906 3,159,251
* New York Life Insurance Co. New York Life Anchor Account #30558 1,409,732 1,409,732
* Mainstay Institutional Funds, Inc. Mainstay Institutional Multi-Asset Fund 969,635 1,062,017
* Mainstay Institutional Funds, Inc. Mainstay Institutionla Value Equity Fund 424,832 417,782
Strong Funds Strong Opportunity Fund 498,565 498,115
Various Plan Participants Participant Loan Fund 296,874 296,874
* Mainstay Institutional Funds, Inc. Mainstay Institutional Money Market Fund 179,485 179,485
Warburg/Pincus Funds International Equity Fund 154,869 124,202
-------------- ------------
* Party in interest $ 6,079,898 7,147,458
============== ============
</TABLE>
See accompanying independent auditors' report.
<PAGE>
REDLANDS FEDERAL BANK
EMPLOYEE 401(k) SAVINGS PLAN
(FORMERLY REDLANDS FEDERAL BANK EMPLOYEE PROFIT SHARING PLAN)
Schedule 2
Line 27d - Schedule of Reportable Transactions
----------------------------------------------
Year ended December 31, 1997
----------------------------
<TABLE>
<CAPTION>
Description of asset
(includes rate and Expenses
Identity of party maturity in case Purchase Selling Lease incurred with Cost of
involved of a loan) price price rental transaction asset
- -------------------- ------------------------ ----------- ---------- ----------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Strong Funds Strong Opportunity Fund $360,884 --- --- --- 360,884
Strong Funds Strong Opportunity Fund --- 107,428 --- --- 101,723
Mainstay institutional Multi-Asset Fund 108,533 --- --- --- 108,533
Funds, Inc.
Mainstay institutional
Funds, Inc. Multi-Asset Fund --- 257,972 --- --- 236,346
<CAPTION>
Description of asset Current value
(includes rate and of asset on
Identity of party maturity in case transaction Net gain
involved of a loan) date or (loss)
- -------------------- ------------------------ ------------------ --------------------
<S> <C> <C> <C>
Strong Funds Strong Opportunity Fund 360,884 ---
Strong Funds Strong Opportunity Fund 107,428 5,705
Mainstay institutional Multi-Asset Fund
Funds, Inc. 108,533 ---
Mainstay institutional
Funds, Inc. Multi-Asset Fund 257,972 21,626
</TABLE>
See accompanying independent auditors' 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,
thereunto duly authorized.
Redlands Federal Bank
Employee 401(k) Savings Plan
By: /s/ Williams T. Hardy, Jr.
--------------------------------
William T. Hardy, Jr.
Plan Administrator
DATED: June 25, 1998
<PAGE>
EXHIBIT 23
Independent Auditors' Consent
-----------------------------
The Trustees
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 5, 1998
relating to the statements of net assets available for plan benefits, with fund
information of the Redlands Federal Bank Employee 401(k) Savings Plan as of
December 31, 1997 and 1996, the related statements of changes in net assets
available for plan benefits, with fund information for the years then ended and
supplemental schedules for the year ended December 31, 1997, which report
appears in the December 31, 1997 Annual Report on Form 11-K of Redlands Federal
Bank Employee 401(k) Savings Plan.
KPMG Peat Marwick LLP
Orange County, California
June 24, 1998
