DOWNEY FINANCIAL CORP
8-K, 1997-02-20
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------


                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 7, 1997
                                                   ----------------


                         Commission File Number 1-13578

                             DOWNEY FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                95-1953342
 (State or other jurisdiction           (I.R.S. Employer Identification No.)
of incorporation or organization)

                                                      
3501 Jamboree Road, Newport Beach, California           92660
 (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (714) 854-0300

                                 Not applicable
         (Former name or former address, if changed since last report.)




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Item 5.  OTHER EVENTS

         On February  7, 1997,  Downey  Financial  Corp.  issued a news  release
         reporting the resignation of Stephen W. Prough as the President,  Chief
         Executive Officer and Director the appointment of James W. Lokey to the
         position of President and Chief Executive  Officer  effective  February
         18, 1997.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

         10.16    News release dated February 7, 1997 announcing senior 
                  management transition.



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                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                              DOWNEY FINANCIAL CORP.



DATED:  February 7, 1997                        /s/Donald E. Royer
                                   --------------------------------------------
                                                 Donald E. Royer
                                   Executive Vice President and General Counsel






<PAGE>

NEWS RELEASE

                                               For Further Information Contact:
                                               Donald E. Royer, Executive Vice
                                               President (714) 725-4790

                        DOWNEY FINANCIAL CORP. ANNOUNCES
                          SENIOR MANAGEMENT TRANSITION

     Newport  Beach,  California  -  February  7, 1997.  Maurice  L.  McAlister,
Chairman of the Board of Downey Financial Corp. (NYSE/PSE: DSL), announced today
that Stephen W. Prough has resigned his  positions as Chief  Executive  Officer,
President  and  Director  of Downey  Financial  Corp.,  Downey  Savings and Loan
Association,  F.A. and their affiliated  companies,  and that James W. Lokey has
been appointed Chief Executive  Officer and President of Downey  Financial Corp.
and Downey Savings.

     Commenting  on his  resignation,  Mr.  Prough  stated,  "I am  proud of the
achievements that my management team and I have accomplished during my tenure on
behalf of Downey and its shareholders.  Downey has been a rewarding  opportunity
for me. I am looking  forward to my next  mountain to climb.  With an  improving
California  economy and the  initiatives we have  implemented,  the future holds
great promise for Downey." Mr. McAlister  commented that the Board expressed its
appreciation for Mr. Prough's many  contributions  to Downey,  its customers and
shareholders  during his  employment,  and that the Board wished him success and
good fortune in his future endeavors.

     James W.  Lokey  has  twenty-four  years  of  financial  services  industry
experience, having served most recently as Executive Vice President and Division
Manager  of Wells  Fargo  Bank,  where  he was  responsible  for the  successful
integration  of the Wells  Fargo Bank and First  Interstate  Bank of  California
Commercial Banking Divisions in Southern California. Prior to Wells Fargo, Lokey
spent  twenty-three years with First Interstate Bank of California where he held
executive  management  positions  in most  areas of the Bank,  including  Credit
Policy & Administration,  Private Banking,  Commercial Banking,  Cash Management
and Retail Branch  Banking.  Mr. Lokey commented on his decision to join Downey:
"Downey is well positioned to take advantage of the improving California economy
and the dynamic  changes taking place in the financial  services  industry.  The
Company's strong capital base,  excellent  locations and reputation for customer
service  will enable us to  strategically  and  successfully  expand our product
offerings and markets, providing increased value to shareholders."

     Commenting  on Mr.  Lokey's  appointment,  Mr.  McAlister  stated,  "Downey
remains  highly  committed to its efforts to build its franchise and to continue
to  improve  its  return  on  equity.  As  one  of  the  few  premier  financial
institutions  headquartered  in Southern  California,  Downey seeks  significant
opportunities to thrive in a fast-improving California economy. Jim Lokey brings
to  Downey  an  exceptional  commercial  banking  background,  knowledge  of the
California  market  and is a highly  regarded  banker  with the  experience  and
business focus necessary to lead Downey in these efforts."

     Downey Financial Corp.,  headquartered  in Newport Beach,  California,  has
assets of $5.2 billion and operates through 57 traditional branch offices and 19
supermarket branches located throughout California.



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