SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended SEPTEMBER 30, 1997 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ To _________ COMMISSION FILE NUMBER: 0-23146 REDFED BANCORP INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0588105 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 300 EAST STATE STREET, REDLANDS, CALIFORNIA 92373 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (909) 335-3551 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 filing requirements for the past 90 days. [X] YES [_] NO The Registrant had 7,413,908 shares of common stock outstanding at September 30, 1997. PART II. OTHER INFORMATION Item 1. Legal Proceedings ----------------- The Company is named as a defendant in a wrongful termination lawsuit filed on August 14, 1996 in the San Bernardino County Superior Court by a former senior officer who elected to take early retirement in August of 1995. A settlement has been reached in that matter, and it is expected to be dismissed prior to the end of the fourth quarter of 1997. The amount involved in the settlement is not material to the operations of the Company. The Company is also named as a defendant in a lawsuit filed on January 9, 1996 in the San Bernardino County Superior Court by a bonding company, which alleges that the Company is bound to reimburse it for certain sums paid by the bonding company to complete a construction project formerly financed by the Company. The lawsuit seeks an unspecified amount of damages. The Company has denied any liability and has engaged outside counsel to defend it. The Company is not involved in any other pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. All of such legal proceedings in the aggregate are believed by management to be immaterial to the Company. Items 2, 3, 4 and 5 are not applicable. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits - 11 - Computations of Earnings Per Share Exhibits - 27.1 - Financial Data Schedule (b) Reports on Form 8-K - No reports on Form 8-K were filed by the registrant during the nine months ended September 30, 1997 20 SIGNATURES Pursuant to the requirements 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. Dated: November 13, 1997 REDFED BANCORP INC. By: /s/ Anne Bacon ------------------------------ Anne Bacon President and Chief Executive Officer By: /s/ David C. Gray, CPA ------------------------------- David C. Gray, CPA Treasurer and Chief Financial Officer 21