SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Period Ended December 31, 1995
Commission File No.: 0-23146
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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)
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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, 1995.
OR
[ ] 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)
REQUIRED INFORMATION
ITEM 4. The 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, 1995 and the related statements of changes in net assets
available for plan benefits.
(b) Audited Statements of Net Assets Available for Plan Benefits as of
December 31, 1994 and the related statement of 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-
REDLANDS FEDERAL BANK EMPLOYEE
PROFIT-SHARING PLAN
Financial Statements and Supplementary Schedules
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Index to Financial Statements and Supplementary Schedules
---------------------------------------------------------
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1995 and 1994 2
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
Years ended December 31, 1995 and 1994 4
Notes to Financial Statements 6
Schedule
--------
Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1995 1
Item 27a - Schedule of Assets Held for Investment Purposes Which Were Both
Acquired and Disposed of Within the Plan Year - Year ended December 31, 1995 2
Item 27d - Schedule of Reportable Transactions - Year ended December 31, 1995 3
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.
INDEPENDENT AUDITORS' REPORT
The Trustees of the Redlands Federal
Bank Employee Profit-Sharing 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 Profit-
Sharing Plan as of December 31, 1995 and 1994 and the related statement of
changes in net assets available for plan benefits, with fund information 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, with fund
information of the Redlands Federal Bank Employee Profit-Sharing Plan as of
December 31, 1995 and 1994 and the changes in its net assets available for plan
benefits, with fund information 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, assets held for investment purposes which were
both acquired and disposed of within the plan year, 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.
/s/ KPMG PEAT MARWICK LLP
Orange County, California
June 11, 1996
1
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Statements of Net Assets Available for
Plan Benefits, with Fund Information
December 31, 1995 and 1994
1995
------------------------------------------------------------------------
BALANCED SAVINGS EMPLOYER PARTICIPANT
FUND FUND STOCK FUND LOAN FUND TOTAL
------------------------------------------------------------------------
Assets:
Investments at fair value:
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
Common stock - - 2,575,193 - 2,575,193
-------- --------- ----------- ------- ---------
Total investments at fair value 822,957 1,558,550 2,575,193 44,227 5,000,927
Loans to participants - - - 343,056 343,056
-------- --------- ---------- ------- ---------
Total investments 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
======== ========= ========= ======= =========
2
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Statements of Net Assets Available for
Plan Benefits, with Fund Information, Continued
1994
--------------------------------------------------------------------------
BALANCED SAVINGS EMPLOYER PARTICIPANT
FUND FUND STOCK FUND LOAN FUND TOTAL
--------------------------------------------------------------------------
Assets:
Investments at fair value:
Interest bearing cash and cash
equivalents $ 31 185,557 567 109,245 295,400
Certificates of deposit - 1,200,000 - - 1,200,000
Mutual funds 434,122 - - - 434,122
Common stock - - 2,809,640 - 2,809,640
-------- --------- --------- ------- ---------
Total investments at fair value 434,153 1,385,557 2,810,207 109,245 4,739,162
Loans to participants - - - 327,602 327,602
-------- --------- --------- ------- =========
Total investments 434,153 1,385,557 2,810,207 436,847 5,066,764
Interest receivable 4,642 4,026 - 1,145 9,813
Other - - - 13 13
-------- --------- --------- ------- ---------
Total assets 438,795 1,389,583 2,810,207 438,005 5,076,590
Liabilities:
Accounts payable - 17 - 1,982 1,999
-------- --------- --------- ------- ---------
Net assets available for plan benefits $438,795 1,389,566 2,810,207 436,023 5,074,591
======== ========= ========= ======= =========
Net assets available to:
Terminated participants $ 1,840 6,355 11,454 3,136 22,785
Continuing participants 436,955 1,383,211 2,798,753 432,887 5,051,806
-------- --------- --------- ------- ---------
Net assets available for plan
benefits $438,795 1,389,566 2,810,207 436,023 5,074,591
======== ========= ========= ======= =========
See accompanying notes to financial statements.
3
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information
Years ended December 31, 1995 and 1994
1995
-------------------------------------------------------------------
BALANCED SAVINGS EMPLOYER PARTICIPANT
FUND FUND STOCK FUND LOAN FUND TOTAL
-------------------------------------------------------------------
Additions (deductions) in net assets
attributed to:
Investment income:
Net unrealized appreciation
(depreciation) 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
======== ========= ========= ======== =========
4
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information, Continued
1994
---------------------------------------------------------------------------
BALANCED SAVINGS EMPLOYER PARTICIPANT
FUND FUND STOCK FUND LOAN FUND TOTAL
----------- ---------- ----------- ---------- ---------
Additions (deductions) in net assets
attributed to:
Investment income:
Net unrealized depreciation of investments $ (3,237) - (176,424) - (179,661)
Interest from investments 13,554 86,776 560 1,367 102,257
Interest from loans to participants - 4,355 - 9,205 13,560
Dividends 17,568 - - - 17,568
Net realized loss on sale of investments (51,524) - (246) - (51,770)
----------- ---------- --------- ------- ---------
(23,639) 91,131 (176,110) 10,572 (98,046)
Tax deferred employee contributions - 224,729 - - 224,729
----------- ---------- --------- ------- ---------
Total additions (deductions) (23,639) 315,860 (176,110) 10,572 126,683
Deductions from net assets attributed to benefits
paid to participants (13,863) (110,519) (3,859) (10,454) (138,695)
Transfers between funds (net) (1,115,876) (2,310,205) 2,990,176 435,905 -
----------- ---------- --------- ------- ---------
Net increase (decrease) in fund balance (1,153,378) (2,104,864) 2,810,207 436,023 (12,012)
Net assets available for plan benefits:
Beginning of year 1,592,173 3,494,430 - - 5,086,603
----------- ---------- --------- ------- ---------
End of year $ 438,795 1,389,566 2,810,207 436,023 5,074,591
=========== ========== ========= ======= =========
See accompanying notes to financial statements.
5
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Notes to Financial Statements
December 31, 1995 and 1994
(1) DESCRIPTION OF PLAN
The following description of the Redlands Federal Bank Employee Profit-
Sharing Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement 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 February 1, 1994, the Plan was amended to provide participants
the opportunity to invest their accounts in the Employer Stock Fund.
Effective February 1, 1994, the Plan designated Imperial Trust Co. to act
as the Plan's trustee. The Bank served as trustee prior to Imperial Trust
Co. and is the administrator for the Plan.
CONTRIBUTIONS
Under the Plan, the employer contribution is discretionary and determined
by the Bank for 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.
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 participant and employer
contributions, including any earnings.
PARTICIPANT ACCOUNTS
One half of each participant's share of any employer contribution is
considered a Non-Elective Contribution meaning that the amount is
automatically contributed to the Plan. The second half of a participant's
share of any employer contribution is considered Elective, meaning that the
participant may elect to take all or any portion in cash or have it
credited to their account in the Plan. All amounts contributed to the Plan
are participant directed.
Participant balances accumulated in the Plan prior to January 1, 1987 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.
6
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Notes to Financial Statements, Continued
The Plan maintains three investment funds' the Savings Fund, the Balanced
Fund, and the Employer Stock Fund. Participants may elect semiannually in
which fund or combination of the funds they wish to have their portion of
the total Plan funds invested. The investments in the three funds shall
consist of the following:
SAVINGS FUND
Trust assets shall be invested in savings accounts, certificates of deposit
and other fixed dollar investments.
BALANCED FUND
Trust assets shall be invested in common and preferred stocks, notes,
bonds, mutual funds, savings accounts, and cash and cash equivalents.
EMPLOYER STOCK FUND
Trust assets shall be invested in RedFed Bancorp Inc. stock and cash and
cash equivalents.
EMPLOYEE LOANS
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 variable terms and require regular
periodic repayment by payroll deductions. Participant's loans are subject
to Administrative Committee approval and are available only for the
purposes set forth in the Plan.
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.
7
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Notes to Financial Statements, Continued
(3) INVESTMENTS
The following investments represent 5% or more of the Plan's net assets
available for benefits:
DECEMBER 31
------------------------------------------------
1995 1994
----------------------- ----------------------
DESCRIPTION FAIR VALUE COST FAIR VALUE COST
- -------------------------------- ------------ --------- ----------- ---------
Common Stock RedFed Bancorp Inc. $2,575,193 2,040,393 2,809,640 2,986,064
Monarch Government Cash Fund 403,304 403,304 295,400 295,400
Jurika & Voyles Balanced Fund 822,820 799,365 434,122 437,359
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 - -
Certificate of Deposit
Redlands Federal Bank, due 3/5/95, 4.75% - - 400,000 400,000
Certificate of Deposit
Redlands Federal Bank, due 9/13/95, 4.50% - - 300,000 300,000
Certificate of Deposit
Redlands Federal Bank, due 11/12/95, 4.50% - - 300,000 300,000
8
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Notes to Financial Statements, Continued
Net unrealized appreciation (depreciation) in fair value for the year ended
December 31, 1995 and 1994 was as follows:
1995 1994
-------- --------
Common stock $534,800 (176,424)
Mutual funds 23,455 (3,237)
Federal Home Loan Bank notes 2,735 -
-------- --------
Net unrealized appreciation
(depreciation) in fair value $560,990 (179,661)
======== ========
(4) RELATED-PARTY TRANSACTIONS
The Plan had $700,000 and $1,200,000 on deposit at December 31, 1995 and
1994, respectively, in interest-bearing checking accounts and certificates
of deposit at Redlands Federal Bank, the employer. In addition, the Plan
held 254,340 shares of common stock of RedFed Bancorp Inc. at December 31,
1995. The Plan purchased 324,033 shares at a price of $8.00 per share in
the initial public offering.
(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 501(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 Form 5500 annual report shows benefits payable to terminated
participants as a liability. This liability amounts to $136,438 and $22,785
at December 31, 1995 and 1994, respectively. These benefits payable to plan
participants are disclosed as components of net assets available for
benefits for terminated and continuing participants rather than as a
liability of the Plan in these financial statements. Accordingly the Form
5500 annual report shows benefits paid to terminated employees of $757,372
and $125,660 for the years ended December 31, 1995 and 1994, respectively.
(7) SUBSEQUENT EVENTS
In March 1996, the Board of Directors of Redlands Federal Bank approved
transfer of the administration and trustee responsibilities of the Plan to
NYL Benefit Services Company, Inc.
9
SCHEDULE 1
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
IDENTITY OF ISSUE, DESCRIPTION OF INVEST, INCLUDING
PARTY IN INTEREST BORROWER, LESSOR OR MATURITY DATE, RATE OF INTEREST, CURRENT
IDENTIFICATION SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
- ------------------- ------------------------ ------------------------------------- ------------ -----------
* Imperial Trust Co. Monarch Government Cash Fund $ 403,304 403,304
* Redlands Federal Bank Certificate of Deposit, 6.77%,
matures 6/16/96 400,000 400,000
* Redlands Federal Bank Certificate of Deposit, 6.77%,
matures 3/16/97 300,000 300,000
Federal Home Loan Bank Bond, 7.00%, matures 11/21/05,
par 500,000 496,875 499,610
* RedFed Bancorp Inc. Common stock, 254,340 shares 2,040,393 2,575,193
Jurika & Voyles Jurika & Voyles Balanced Fund 799,365 822,820
------------ -----------
Assets held for
investment purposes $ 4,439,937 5,000,927
============ ===========
*Party in interest
SCHEDULE 2
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed of Within the Plan Year
Year ended December 31, 1995
Description of investment
Identity of issue, including maturity date,
borrower, lessor, rate of interest, collateral, Costs of Proceeds of
or similar party par or maturity value acquisitions dispositions
- --------------------- ---------------------------------- ---------------- --------------
Imperial Trust Co.* Monarch Government Cash Fund $ 2,391,000 2,391,000
*Party in interest
SCHEDULE 3
REDLANDS FEDERAL BANK
EMPLOYEE PROFIT-SHARING PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1995
DESCRIPTION
OF ASSET
(INCLUDE CURRENT
RATE AND EXPENSE VALUE OF
MATURITY IN INCURRED ASSET ON
IDENTITY OF PARTY CASE PURCHASE SELLING LEASE WITH COST TRANSACTION NET GAIN
INVOLVED OF A LOAN) PRICE PRICE RENTAL TRANSACTION OF ASSET DATE OR (LOSS)
- -------------------- ---------------- ----------- ----------- --------- -------------- ---------- ------------ ---------
Jurika & Voyles Jurika & Voyles
Balanced Fund $ 499,952 - - - 499,952 499,952 -
Jurika & Voyles Jurika & Voyles
Balanced Fund - 148,429 - - 134,710 148,429 13,719
Imperial Trust Co. Monarch Government
Cash Fund 2,499,000 - - - 2,499,000 2,499,000 -
Imperial Trust Co. Monarch Government
Cash Fund - 2,391,000 - - 2,391,000 2,391,000 -
Plan Sponsor RedFed Bancorp Inc. 40,353 - - - 40,353 40,353 -
Plan Sponsor RedFed Bancorp Inc. - 686,563 - - 678,664 686,563 7,899
Plan Sponsor Certificate of
Deposit Redlands
Federal Bank,
matured 3/12/95,
4.75% - 400,000 - - 400,000 400,000 -
Plan Sponsor Certificate of
Deposit Redlands
Federal Bank,
matured 9/13/95,
4.50% - 300,000 - - 300,000 300,000 -
Plan Sponsor Certificate of
Deposit Redlands
Federal Bank,
matured 11/12/95,
4.50% - 300,000 - - 300,000 300,000 -
Plan Sponsor Certificate of
Deposit Redlands
Federal Bank,
matured 3/16/97,
6.77% 300,000 - - - 300,000 300,000 -
Plan Sponsor Certificates of
Deposit Redlands
Federal Bank,
6/16/96, 6.77% 400,000 - - - 400,000 400,000 -
Federal Home Loan
Bank Bond 496,875 - - - 496,875 496,875 -
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, 1996 Redlands Federal Bank
Employee Profit Sharing
By: /s/ Henry Van Mouwerik
---------------------------
Administrator