SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1998
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number: 1-8972
INDYMAC/INDYMAC MORTGAGE HOLDINGS, INC. 401(k) Plan
155 North Lake Avenue, Pasadena, California 91101-7211
(Full title and address of plan)
------------------------------
INDYMAC MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Filed as part of this report on Form 11-K are the audited financial statements
and schedules prepared in accordance with the financial reporting requirements
of ERISA as of and for the year ended December 31, 1998.
(b) Exhibit
23. Consent of Independent Certified Public Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
---------------------------------------------------
(Name of Plan)
/s/ Carmella Grahn
Date: July 1, 1999 By: -------------------------------
Name: Carmella Grahn
Executive Vice President,
Chief Financial Officer
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Financial Statements and Supplemental Schedules
Year Ended December 31, 1998
TABLE OF CONTENTS
Report of Independent Certified Public Accountants........................... 1
Statements of Net Assets Available for Benefits.............................. 2
Statement of Changes in Net Assets Available for Benefits.................... 3
Notes to Financial Statements................................................ 4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes................... 8
Line 27d - Schedule of Reportable Transactions............................... 9
Exhibits
Consent of Independent Certified Public Accountants..........................10
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors
IndyMac Mortgage Holdings, Inc.
We have audited the accompanying statements of net assets available for benefits
of IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan as of December 31, 1998
and 1997, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1998. 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 benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles.
Our audit was 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 as of December 31, 1998, and reportable
transactions for the year then ended, 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. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules 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/ Grant Thornton LLP
Los Angeles, California
June 11, 1999
1
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
As of December 31, 1998 and 1997
Assets 1998 1997
---------- ----------
Investments, at fair value:
Shares of registered investment companies:
Scudder Growth and Income Fund* $1,077,759 $ 673,628
Scudder International Fund* 424,775 235,606
Scudder Income Fund* 331,182 126,308
Scudder Cash Investment Trust* 370 26
IDS New Dimensions Fund 793,419 383,094
IDS Mutual Fund 390,014 185,266
Countrywide Institutional Government Income Fund 403,022 236,168
Countrywide Utility Fund 171,522 7,564
Countrywide Equity Fund 94,888 1,334
Countrywide Adjustable Rate U.S.
Government Securities Fund 51,358 26,386
Countrywide Intermediate Term
Government Income Fund 12,833 877
Scudder Stock Index Common Collective Trust* 1,029,408 499,832
Countrywide Credit Industries, Inc. Common Stock 1,479,486 2,092,506
IndyMac Mortgage Holdings, Inc. Common Stock* 730,504 118,710
Participant notes receivable 139,883 77,299
Other 10,529 --
---------- ----------
Total investments 7,140,952 4,664,604
Receivables:
Employer's contributions 18,884 134,545
Participants' contributions 48,767 120,323
---------- ---------
Total receivables 67,651 254,868
Net Assets Available for Benefits $7,208,603 $4,919,472
========== ==========
*Parties-in-interest
The accompanying notes are an integral part of these statements.
2
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
With Fund Information
Year Ended December 31, 1998
Participant Directed
--------------------------------------------------------------------------
Scudder
Growth & Scudder Scudder Scudder Cash
Income Fund International Fund Income Fund Investment Trust
--------------------------------------------------------------------------
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of
investments $ (47,255) $ 3,030 $ (7,233) $ -
Interest 100,451 44,470 20,892 2
Dividends - - - -
----------- ------------ ----------- -------------
53,196 47,500 13,659 2
Contributions:
Employer's - - - -
Participants' 419,020 138,658 102,444 369
Rollovers 63,265 3,878 86,496 -
----------- ------------ ----------- -------------
482,285 142,536 188,940 369
----------- ------------ ----------- -------------
Total Additions 535,481 190,036 202,599 371
Deductions from (returns to) net assets attributed to:
Distributions paid to participants 109,192 35,494 28,473 (13)
Administrative expenses 94 - 981 -
----------- ------------ ----------- -------------
Total Deductions 109,286 35,494 29,454 (13)
----------- ------------ ----------- -------------
Net Increase (decrease) prior to Interfund transfers 426,195 154,542 173,145 384
Interfund transfers (net) (22,064) 34,627 31,729 (40)
----------- ------------ ----------- -------------
Net increase (decrease) 404,131 189,169 204,874 344
Net Assets Available for Benefits:
December 31, 1997 673,628 235,606 126,308 26
----------- ------------ ----------- -------------
December 31, 1998 $ 1,077,759 $ 424,775 $ 331,182 $ 370
=========== ============ =========== =============
Participant Directed
--------------------------------------------------------------------------
Countrywide
Institutional
IDS New IDS Government Countrywide
Dimensions Fund Mutual Fund Income Fund Utility Fund
--------------------------------------------------------------------------
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of
investments $ 110,705 $ (21,882) $ - $ 16,368
Interest 46,121 50,458 18,158 4,768
Dividends - - - -
----------- ------------ ----------- -------------
156,826 28,576 18,158 21,136
Contributions:
Employer's - - - -
Participants' 271,676 160,394 102,262 28,929
Rollovers 27,698 29,835 15,517 31,916
----------- ------------ ----------- -------------
299,374 190,229 117,779 60,845
----------- ------------ ----------- -------------
Total Additions 456,200 218,805 135,937 81,981
Deductions from (returns to) net assets attributed to:
Distributions paid to participants 54,082 25,682 36,509 3,180
Administrative expenses - - 194 -
----------- ------------ ----------- -------------
Total Deductions 54,082 25,682 36,703 3,180
----------- ------------ ----------- -------------
Net Increase (decrease) prior to Interfund transfers 402,118 193,123 99,234 78,801
Interfund transfers (net) 8,207 11,625 67,620 85,157
----------- ------------ ----------- -------------
Net increase (decrease) 410,325 204,748 166,854 163,958
Net Assets Available for Benefits:
December 31, 1997 383,094 185,266 236,168 7,564
----------- ------------ ----------- -------------
December 31, 1998 $ 793,419 $ 390,014 $ 403,022 $ 171,522
=========== ============ =========== =============
Participant Directed
--------------------------------------------------------------------------
Countrywide Countrywide Scudder
Adjustable Rate Intermediate Stock Index
Countrywide U.S. Government Term Government Common
Equity Fund Securities Fund Income Fund Collective Trust
--------------------------------------------------------------------------
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of
investments $ 11,730 $ (853) $ 140 $ 196,180
Interest 389 2,317 429 1,208
Dividends - - - -
----------- ------------ ----------- -------------
12,119 1,464 569 197,388
Contributions:
Employer's - - - -
Participants' 10,547 24,719 16,247 404,857
Rollovers - 932 932 36,812
----------- ------------ ----------- -------------
10,547 25,651 17,179 441,669
----------- ------------ ----------- -------------
Total Additions 22,666 27,115 17,748 639,057
Deductions from (returns to) net assets attributed to:
Distributions paid to participants 359 2,143 5,550 69,993
Administrative expenses - - - 144
----------- ------------ ----------- -------------
Total Deductions 359 2,143 5,550 70,137
----------- ------------ ----------- -------------
Net Increase (decrease) prior to Interfund transfers 22,307 24,972 12,198 568,920
Interfund transfers (net) 71,247 - (242) (39,344)
----------- ------------ ----------- -------------
Net increase (decrease) 93,554 24,972 11,956 529,576
Net Assets Available for Benefits:
December 31, 1997 1,334 26,386 877 499,832
----------- ------------ ----------- -------------
December 31, 1998 $ 94,888 $ 51,358 $ 12,833 $ 1,029,408
=========== ============ =========== =============
Non-Participant Directed
--------------------------------------------------------------------------
Countrywide
Participant Credit Industries IndyMac Mortgage
Notes Inc. Holdings, Inc.
Receivables Common Stock Common Stock Other
--------------------------------------------------------------------------
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of
investments $ - $ 290,116 $ (779,514) $ -
Interest - - - -
Dividends - 6,650 71,231 -
----------- ------------ ----------- -------------
- 296,766 (708,283) -
Contributions:
Employer's - - 777,091 (134,545)
Participants' 62,584 - 25,916 (120,323)
Rollovers - - 12,419 -
----------- ------------ ----------- -------------
62,584 - 815,426 (254,868)
----------- ------------ ----------- -------------
Total Additions 62,584 296,766 107,143 (254,868)
Deductions from (returns to) net assets attributed to:
Distributions paid to participants - 61,911 10,397 73,364
Administrative expenses - - - 412
----------- ------------ ----------- -------------
Total Deductions - 61,911 10,397 73,776
----------- ------------ ----------- -------------
Net Increase (decrease) prior to Interfund transfers 62,584 234,855 96,746 (328,644)
Interfund transfers (net) - (847,875) 515,048 339,173
----------- ------------ ----------- -------------
Net increase (decrease) 62,584 (613,020) 611,794 10,529
Net Assets Available for Benefits:
December 31, 1997 77,299 2,092,506 118,710 -
----------- ------------ ----------- -------------
December 31, 1998 $ 139,883 $ 1,479,486 $ 730,504 $ 10,529
=========== ============ =========== =============
Non-Participant Directed
--------------------------------
Receivables Total
--------------------------------
Additions to net assets attributed to:
Investment Income:
Net appreciation (depreciation) in fair value of
investments $ - $ (228,468)
Interest - 289,663
Dividends - 77,881
----------- ------------
- 139,076
Contributions:
Employer's 18,884 661,430
Participants' 48,767 1,697,066
Rollovers - 309,700
----------- ------------
67,651 2,668,196
----------- ------------
Total Additions 67,651 2,807,272
Deductions from (returns to) net assets attributed to:
Distributions paid to participants - 516,316
Administrative expenses - 1,825
----------- ------------
Total Deductions - 518,141
----------- ------------
Net Increase (decrease) prior to Interfund transfers 67,651 2,289,131
Interfund transfers (net) (254,868) -
----------- ------------
Net increase (decrease) (187,217) 2,289,131
Net Assets Available for Benefits:
December 31, 1997 254,868 4,919,472
----------- ------------
December 31, 1998 $ 67,651 $ 7,208,603
=========== ============
The accompanying notes are an integral part of this statement.
3
INDYMAC/INDYMAC MORTGAGE HOLDINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - DESCRIPTION OF PLAN
- ----------------------------
Effective July 1, 1997, IndyMac Mortgage Holdings, Inc. and IndyMac, Inc. (the
"Companies") established and adopted the IndyMac/IndyMac Mortgage Holdings, Inc.
401(k) Plan (the "Plan") for the benefit of their eligible employees. The Plan
was established to provide continuation of the benefits provided pursuant to the
Countrywide Credit Industries, Inc. 401(k) Plan for participants who transferred
employment from Countrywide Credit Industries, Inc. to IndyMac Mortgage
Holdings, Inc. or IndyMac, Inc. and to provide retirement savings benefits to
new employees of the Companies. The trustee of the Plan is Scudder Trust
Company.
The following description of 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 plan covering substantially all employees of
the Companies and provides for retirement, disability, death and termination
benefits. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute up to 16% of annual compensation to a
maximum of $10,000 of pre-tax annual compensation, as defined in the Plan.
Participants may also contribute amounts representing distributions from other
qualified plans ("rollover contributions"). The Companies may determine, at
their discretion, employer matching contributions to be made. Currently, the
Companies contribute 75% of the first 3% of the participant's annual
compensation that a participant contributes to the Plan and 25% of the second 3%
of the participant's annual compensation that a participant contributes to the
Plan.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of the Companies' contributions and Plan earnings. Allocations are
based upon the number of units of the Plan in each participant's account.
Forfeited balances of terminated participants' nonvested accounts are applied as
employer contributions made in advance, and reduce the Companies' future
contributions. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Companies' contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant
vests at the rate of 20% per year until becoming fully vested after 5 years of
service.
4
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee contributions in
any of fourteen investment options. Participants may then change their
investment options at any time. Employer contributions are invested in the
common stock of IndyMac Mortgage Holdings, Inc. until the participant is fully
vested, at which time the participant may elect to transfer their balance in the
common stock of IndyMac Mortgage Holdings, Inc. to any of the fourteen
investment options. Current investment options are described below.
SCUDDER GROWTH AND INCOME FUND - Monies are invested primarily in
income-producing common and preferred stocks of growing established companies.
SCUDDER INTERNATIONAL FUND - Monies are invested in a diversified portfolio of
foreign stocks of growing established companies.
SCUDDER INCOME FUND - Monies are invested in high-grade corporate bonds and
government securities.
SCUDDER CASH INVESTMENT TRUST - Monies are invested in a diversified portfolio
of Treasury Bills, CD's, commercial paper, and other domestic money market
securities maturing in less than one year.
IDS NEW DIMENSIONS FUND - Monies are invested in the common stock of U.S. and
foreign companies that show strong growth potential.
IDS MUTUAL FUND - Monies are invested in medium to large U.S. and foreign
companies' common stock and bonds.
COUNTRYWIDE INSTITUTIONAL GOVERNMENT INCOME FUND - Monies are invested in
short-term obligations issued or guaranteed by the U.S. Government.
COUNTRYWIDE UTILITY FUND - Monies are invested in public utilities.
COUNTRYWIDE EQUITY FUND - Monies are invested in the common stock of growing
companies with long term capital appreciation potential.
COUNTRYWIDE ADJUSTABLE RATE U.S. GOVERNMENT SECURITIES FUND - Monies are
invested in adjustable-rate mortgage-backed securities guaranteed by the U.S.
Government.
COUNTRYWIDE INTERMEDIATE TERM GOVERNMENT INCOME FUND - Monies are invested in
U.S. Treasury Bonds of 20 years or less.
SCUDDER STOCK INDEX COMMON COLLECTIVE TRUST - Monies are invested in common
stocks that seek to match the total return of the Standard & Poors' 500 Stock
Index.
COUNTRYWIDE CREDIT INDUSTRIES, INC. COMMON STOCK - Monies are invested in the
common stock of Countrywide Credit Industries, Inc.
INDYMAC MORTGAGE HOLDINGS, INC. COMMON STOCK - Monies are invested in the common
stock of IndyMac Mortgage Holdings, Inc.
5
PARTICIPANT NOTES RECEIVABLE
Participants may elect to borrow from their accounts a minimum of $1,000 up to a
maximum of the lesser of $50,000, or 50% of their vested account balance. Loan
transactions are treated as a transfer from (to) the investment fund to (from)
the loan fund. Loan terms range from 1 to 5 years up to 10 years for the
purchase of a primary residence. The loans are collateralized by the balance in
the participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Benefits Committee. Principal and interest
are paid ratably through monthly payroll deductions.
PAYMENT OF BENEFITS
On separation from service, a participant may elect to receive an amount equal
to the vested value of his or her account through a lump-sum distribution. If
the participant has invested in the pooled funds, he or she may elect to receive
distributions of whole shares of the pooled funds with fractional shares paid in
cash.
FORFEITED ACCOUNTS
At December 31, 1998 and 1997, forfeited nonvested accounts totaled $18,132 and
$6,153, respectively. These accounts will be used to reduce future employer
contributions.
NOTE 2-SUMMARY OF ACCOUNTING POLICIES
- --------------------------------------
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Common stocks are valued based
upon the stock price at the last reported sales price on the last business day
of the plan year. The shares of registered investment companies are valued at
quoted market prices which represent the net asset values of underlying shares
held by the Plan as of year-end. Money market funds and participant notes
receivable are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on trade-date basis. Interest
income is recorded on the accrual method. Dividends are recorded on the
ex-dividend date.
6
NOTE 3-INVESTMENTS
- ------------------
The Plan's investments are held in a trust fund administered by Scudder Trust
Company. The fair values of the following individual investments at December 31,
1998 represented 5% or more of the Plan's net assets as of January 1, 1998:
Scudder Growth and Income Fund $1,077,759
Scudder International Fund 424,775
Scudder Income Fund 331,182
IDS New Dimensions Fund 793,419
IDS Mutual Fund 390,014
Countrywide Institutional Government Income Fund 403,022
Scudder Stock Index Common Collective Trust 1,029,408
Countrywide Credit Industries, Inc. Common Stock 1,479,486
IndyMac Mortgage Holdings, Inc. Common Stock 730,504
NOTE 4-PLAN TERMINATION
- -----------------------
Although it has not expressed any intent to do so, the Companies have the right
to terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become fully vested in their accounts.
NOTE 5-TAX STATUS
- -----------------
The Internal Revenue Service has determined and informed the Company by letter
dated June 23, 1998 that the Plan qualifies under Section 401(a) of the Internal
Revenue Code (IRC) and, therefore, the Plan is not subject to tax under present
income tax law. The Benefits Committee is not aware of any course of action or
events that have occurred that might adversely affect the Plan's qualified
status.
NOTE 6-ADMINISTRATIVE EXPENSES
- ------------------------------
Fees for the investment management services for the Plan are paid by the
Companies. These fees amounted to $13,828 for the year ended December 31, 1998.
7
Supplemental Schedules
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
(a) (b) (c) (d) (e)
Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Units/Shares Cost Current Value
- ---------------------------------------------------- ------------------------- ------------ ----------- -------------
Assets
Shares of registered investment companies:
Scudder Growth and Income Fund Mutual Fund 40,964 $ 1,129,976 $ 1,077,759
Scudder International Fund Mutual Fund 8,722 432,104 424,775
Scudder Income Fund Mutual Fund 25,014 338,654 331,182
Scudder Cash Investment Trust Mutual Fund 370 370 370
IDS New Dimensions Fund Mutual Fund 27,506 688,475 793,419
IDS Mutual Fund Mutual Fund 29,946 412,468 390,014
Countrywide Institutional Government
Income Fund Mutual Fund 403,022 403,022 403,022
Countrywide Utility Fund Mutual Fund 9,707 155,301 171,522
Countrywide Equity Fund Mutual Fund 4,491 83,279 94,888
Countrywide Adjustable Rate U.S. Government
Securities Fund Mutual Fund 5,333 52,181 51,358
Countrywide Intermediate Term Government
Income Fund Mutual Fund 1,170 12,693 12,833
Scudder Stock Index Common Collective Trust Common Collective Trust 30,339 847,303 1,029,408
Countrywide Credit Industries, Inc.
Common Stock Common Stock 29,478 1,265,002 1,479,486
IndyMac Mortgage Holdings, Inc. Common Stock Common Stock 69,155 1,485,929 730,504
Participant notes receivable -- 139,883 139,883
Other -- 10,529 10,529
------------ -----------
Total $ 7,457,169 $ 7,140,952
=========== ===========
8
IndyMac/IndyMac Mortgage Holdings, Inc. 401(k) Plan
Line 27d-Schedule of Reportable Transactions
Year Ended December 31, 1998
(a) (b) (c) (d) (g) (h) (i)
Identity of Purchase Selling Cost Current Net
Party Involved Description of Assets Units Price Price of Asset Value Gain or (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
Category (ii) - individual transactions in excess
of 5 percent of plan assets:
Scudder Countrywide Credit Industries, Inc.
Common Stock 14,419 $ - $ 678,635 $ 618,280 $ (678,635) $ 60,355
Scudder IndyMac Mortgage Holdings, Inc.
Common Stock 19,881 529,335 - 529,335 529,335 -
Category (iii) - series of transactions in excess
of 5 percent of plan assets:
Scudder Scudder Growth and Income Fund 22,694 $ 633,419 $ - $ 633,419 $ 597,181 $ -
Scudder Scudder International Fund 6,100 316,285 - 316,285 297,062 -
Scudder Scudder Income Fund 24,251 328,697 - 328,697 321,086 -
Scudder IDS New Dimensions Fund 13,648 359,166 - 359,166 393,753 -
Scudder IDS Mutual Fund 18,641 257,559 - 257,559 242,712 -
Scudder Countrywide Institutional
Government Income Fund 279,894 279,894 - 279,894 279,894 -
Scudder Scudder Stock Index Common
Collective Trust 16,364 483,197 - 483,197 555,235 -
Scudder Countrywide Credit Industries, Inc.
Common Stock 19,584 - 915,301 612,533 982,933 302,768
Scudder IndyMac Mortgage Holdings, Inc.
Common Stock 67,736 1,449,222 - 1,449,222 715,296 -
9