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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from
_______________ to _______________.
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 92660
Newport Beach, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 854-0300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $0.01 par value New York Stock Exchange
Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the closing sale price of its Common Stock on
February 27, 1998, on the New York Stock Exchange was $594,033,102.
At February 27, 1998, 26,755,938 shares of the Registrant's Common Stock,
$0.01 par value were outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the Annual Meeting of
Stockholders to be held April 22, 1998 are incorporated by reference in Part III
hereof.
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The purpose of this amendment on Form 10-K/A to the Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (the "Form 10-K") of Downey
Financial Corp. ("Downey") is to amend Exhibit 27, Financial Data Schedule,
filed as part of Item 14(c), to include data for the year ended December 31,
1996. Downey hereby amends Item 14(c) to the Form 10-K in its entirety and
replaces such Item 14(c) with the following:
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(c) Exhibits.
Exhibit
Number Description
3.1 (1) Certificate of Incorporation of Downey Financial Corp.
3.3 (2) Bylaws of Downey Financial Corp.
10.1 (5) Downey Savings and Loan Association, F.A. Employee Stock Purchase
Plan (Amended and Restated as of January 1, 1996).
10 (5) Amendment No. 1, Downey Savings and Loan Association, F.A.
Employee Stock Purchase Plan. Amendment No. 1, Effective and
Adopted January 22, 1997.
10.3 (5) Downey Savings and Loan Association, F.A. Employees' Retirement
and Savings Plan (October 1, 1997 Restatement).
10.4 (5) Amendment No. 1, Downey Savings and Loan Association, F.A.
Employees' Retirement and Savings Plan (October 1, 1997
Restatement) Amendment No. 1, Effective and Adopted January 28,
1998.
10.5 (5) Trust Agreement for Downey Savings and Loan Association, F.A.
Employees' Retirement and Savings Plan, Effective October 1, 1997
between Downey Savings and Loan Association, F.A. and Fidelity
Management Trust Company.
10.6 (1) Downey Savings and Loan Association 1994 Long-Term Incentive Plan
(as amended).
10.7 (2) Asset Purchase Agreement among Butterfield Savings and Loan
Association, FSA, Mortgage Investment, Inc., Property Management
Service, Inc. and Butterfield Capital Corporation, dated
September 1, 1988.
10.8 (2) Assistance Agreement between and among the Federal Savings and
Loan Insurance Corporation, Butterfield Savings and Loan
Association, FSA and Downey Savings and Loan Association, dated
September 29, 1988 (confidential treatment requested due to
contractual prohibition against disclosure).
10.9 (2) Merger of Butterfield Savings and Loan Association, FSA, into
Downey Savings and Loan Association, dated September 29, 1989.
10.10 (2) Founder Retirement Agreement of Maurice L. McAlister, dated
December 21, 1989.
10.11 (2) Founder Retirement Agreement of Gerald H. McQuarrie, dated
December 21, 1989.
10.13 (2) Employment Agreement and Nonqualified Stock Option Agreement of
Stephen W. Prough, dated June 14, 1994.
10.14 (3) First Addendum to Employment Agreement of Stephen W. Prough dated
June 14, 1994, as amended June 30, 1995.
10.15 (4) Severance Agreement and General Release, dated February 6, 1997,
by and among Downey Financial Corp., Downey Savings and Loan
Association, F.A. and Stephen W. Prough.
22. (2) Subsidiaries
23.1 (5) Consent of Independent Auditors.
27 Financial Data Schedule
(1) Filed as part of Downey's report on Form S-8 filed February 3, 1995.
(2) Filed as part of Downey's report on Form 8-B/A filed January 17, 1995.
(3) Filed as part of Downey's report on Form 10-K filed March 12, 1996.
(4) Filed as part of Downey's report on Form 10-K filed March 14, 1997.
(5) Filed as part of Downey's report on Form 10-K filed March 16, 1997.
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Downey Financial Corp. will furnish any or all of the non-confidential
exhibits upon payment of a reasonable fee. Please send request for exhibits
and/or fee information to:
Downey Financial Corp.
3501 Jamboree Road
Newport Beach, California 92660
Attention: Corporate Secretary
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.
By: /s/ Thomas E. Prince
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Thomas E. Prince
Executive Vice President
Chief Financial Officer
(Principal Financial and
Accounting Officer)
DATED: March 26, 1998
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<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<CASH> 11,204 28,236
<INT-BEARING-DEPOSITS> 0 0
<FED-FUNDS-SOLD> 6,095 6,038
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 208,697 203,266
<INVESTMENTS-CARRYING> 6,885 6,997
<INVESTMENTS-MARKET> 6,885 6,975
<LOANS> 5,317,097 4,668,579
<ALLOWANCE> 32,092 30,094
<TOTAL-ASSETS> 5,835,825 5,198,157
<DEPOSITS> 4,869,978 4,173,102
<SHORT-TERM> 403,408 510,180
<LIABILITIES-OTHER> 51,766 38,139
<LONG-TERM> 80,327 85,165
0 0
0 0
<COMMON> 268 255
<OTHER-SE> 430,078 391,316
<TOTAL-LIABILITIES-AND-EQUITY> 5,838,825 5,198,157
<INTEREST-LOAN> 404,081 329,746
<INTEREST-INVEST> 16,337 16,614
<INTEREST-OTHER> 0 0
<INTEREST-TOTAL> 420,418 346,360
<INTEREST-DEPOSIT> 227,521 184,402
<INTEREST-EXPENSE> 38,739 27,363
<INTEREST-INCOME-NET> 154,158 134,595
<LOAN-LOSSES> 8,640 9,137
<SECURITIES-GAINS> 0 4,473
<EXPENSE-OTHER> 101,272 114,203
<INCOME-PRETAX> 79,434 36,454
<INCOME-PRE-EXTRAORDINARY> 45,234 20,704
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 45,234 20,704
<EPS-PRIMARY> 1.69 0.77
<EPS-DILUTED> 1.69 0.77
<YIELD-ACTUAL> 7.72 7.61
<LOANS-NON> 41,699 45,021
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 1,803 4,138
<ALLOWANCE-OPEN> 30,094 27,943
<CHARGE-OFFS> 7,773 7,660
<RECOVERIES> 1,131 674
<ALLOWANCE-CLOSE> 32,092 30,094
<ALLOWANCE-DOMESTIC> 32,092 30,094
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 2,800 2,800
</TABLE>
