SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 3, 1993
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GREAT WESTERN FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-4075 95-1913457
- -------- ------ ----------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
9200 Oakdale Avenue, Chatsworth, California 91311
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 775-3411
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Not Applicable
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits
(a) Historical financial statements are not included in this presentation
because the Registrant, through Great Western Bank, a Federal Savings
Bank (the Bank), acquired certain assets and the customer deposits of
HomeFed. The historical financial data would not be meaningful to
this acquisition.
(b) The accompanying pro forma statement of financial condition as of
September 30, 1993 and related proforma statement of operations for
the nine months ended September 30, 1993 present the combination of
the Registrant and HomeFed and appropriate adjustments.
The following is a schedule showing the ratios of capital for the Bank
compared with the fully phased-in benchmark as provided under the Financial
Institution Reform, Recovery and Enforcement Act of 1989 under regulations
issued by the Office of Thrift Supervision.
Pro Forma Bank
Bank including HomeFed
------------- ----------------- Regulatory
September 30, 1993 Amount % Amount % Requirement
(Dollars in millions) ------ --- ------ --- -----------
<c)
Leverage/tangible capital ratio $2,015 5.67% $1,856 5.01% 3.00%
Risk-based capital ratio 2,658 12.05% 2,514 10.80% 8.00%
The Bank meets the fully phased-in capital requirements.
The following is an analysis of customer accounts acquired from HomeFed at
December 3, 1993:
(Dollars in thousands) Balance
-------
Transaction accounts
Regular savings $ 258,193
Money market 287,665
Interest checking 273,675
Non interest checking 100,471
----------
920,004
----------
Term accounts
Less than six months 26,600
Six months to 1 year 2,476,445
1 to 2 years 249,265
2 years and over 388,170
----------
3,140,480
----------
$4,060,484
==========
</table)
GREAT WESTERN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
Nine months ended September 30, 1993
(Dollars in thousands, except per share) GWFC HomeFed Adjustments Pro Forma
---- ------- ----------- ---------
INTEREST INCOME
Real estate loans $1,543,147 $ - $ - $1,543,147
Mortgage-backed securities 141,881 - 19,088 160,969
Consumer loans 295,247 1,294 - 296,541
Securities 21,656 120,643 (89,113) 53,186
Other 25,981 - - 25,981
---------- -------- -------- ----------
2,027,912 121 937 (70,025) 2,079,824
INTEREST EXPENSE
Customer accounts 713,783 113,099 (1,320) 825,562
Borrowings
Short-term 45,284 - (37,452) 7,832
Long-term 225,602 - (31,253) 194,349
---------- -------- -------- ----------
984,669 113,099 (70,025) 1,027,743
---------- -------- -------- ----------
NET INTEREST INCOME 1,043,243 8,838 - 1,052,081
Provision for loan losses 351,600 - - 351,600
---------- -------- -------- ----------
Net interest income after provision
for loan losses 691,643 8,838 - 700,481
Other operating income
Real estate services
Loan fees 28,857 - - 28,857
Mortgage banking
Gain on mortgage sales 17,320 - - 17,320
Servicing 38,592 - - 38,592
Real estate operations (19,625) - - (19,625)
Provision for real estate losses (54,000) - - (54,000)
---------- -------- -------- ----------
11,144 - - 11,144
Retail banking
Banking fees 82,210 13,500 - 95,710
Securities operations 28,306 - - 28,306
---------- -------- -------- ----------
110,516 13,500 - 124,016
Net gain on securities and
investments 23,631 - - 23,631
Net insurance operations 21,352 - - 21,352
Other 4,677 - - 4,677
---------- -------- -------- ----------
Total other operating income 171,320 13,500 - 184,820
Operating and administrative expenses
Salaries and related personnel 359,189 9,713 - 368,902
Premises and occupancy 135,387 3,532 - 138,919
FDIC insurance premium 39,105 7,000 - 46,105
Amortization of intangibles 28,669 - 11,340 40,009
Other 179,344 4,415 - 183,759
--------- -------- -------- ----------
741,694 24,660 11,340 777,694
---------- -------- --------- ----------
EARNINGS (LOSS) BEFORE TAXES 121,269 (2,322) (11,340) 107,607
Taxes (benefit) on income 41,000 (975) (4,763) 35,262
---------- -------- -------- ----------
NET EARNINGS (LOSS) $ 80,269 $ (1,347) $ (6,577) $ 72,345
========== ======== ======== ==========
Earnings per share based on average
common shares outstanding
Primary $.47 $.41
Fully diluted .47 .41
[FN]
Unaudited
See Note to Consolidated Condensed Financial Statements.
GREAT WESTERN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL CONDITION
September 30, 1993
(Dollars in thousands) GWFC HomeFed Adjustments Pro Forma
---- ------- ----------- ---------
ASSETS
Cash and securities
Cash $ 701,869 $3,374,344 $(3,917,000) $ 159,213
Certificates of deposit and
federal funds 125 125
Securities available for sale 615,502 544,008 908,000 2,067,510
---------- ---------- ----------- -----------
1,317,496 3,918,352 (3,009,000) 2,226,848
Mortgage-backed securities available
for sale 2,694,022 509,000 3,203,022
Loans receivable, less reserve for
estimated losses 30,192,332 13,254 30,205,586
Loans receivable available for sale 492,594 492,594
----------- ---------- ----------- -----------
30,684,926 13,254 30,698,180
Real estate available for sale or
development, net 544,499 544,499
Assets available for accelerated
disposition, net 340,000 340,000
Interest receivable 216,828 62 216,890
Investment in Federal Home Loan Banks 307,337 307,337
Premises and equipment, at cost,
less accumulated depreciation 630,965 630,965
Other assets 621,746 19,693 641,439
Intangibles arising from acquisitions 292,617 151,200 443,817
----------- ---------- ----------- -----------
$37,650,436 $4,102,561 $(2,500,000) $39,252,997
=========== ========== =========== ===========
LIABILITIES
Customer accounts $28,063,260 $4,060,484 $ (50,000) $32,073,744
Short-term borrowings 2,117,960 (1,550,000) 567,960
Other borrowings 4,184,625 (900,000) 3,284,625
Other liabilities and accrued expenses 658,201 42,077 700,278
Taxes on income, principally deferred 184,539 184,539
Stockholders' equity 2,441,851 2,441,851
----------- ---------- ----------- -----------
$37,650,436 $4,102,561 $(2,500,000) $39,252,997
=========== ========== =========== ===========
[FN]
Unaudited
See Note to Consolidated Condensed Financial Statements.
Note
- ----
(1) The Registrant assumed retail deposit liabilities of $4.1 billion and
acquired $3.9 billion of cash and short-term securities, which was
used to repay borrowings not subject to prepayment penalties. Excess
cash was invested in mortgage-backed securities and other short-term
securities, all of which qualified for liquidity purposes.
Within 90 days of acquisition, the Registrant intends to reprice
customer term accounts down to rates similar to what the Registrant
offers on its term accounts. It is anticipated that cash will be
reduced from deposit outflows as a result of this repricing program.
As reflected in the accompanying Pro Forma Consolidated Condensed
Statement of Operations, the acquisition may be initially dilutive to
earnings. As the acquired branch network is consolidated and
integrated into the Registrant, economies of scale should be
realized.
The Registrant paid a premium to the RTC in the amount of $151.2
million for the deposits acquired. The premium will be amortized
over ten years, the average estimated life of the deposits assumed.