SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1999
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 333-44155
---------------------------------
COAST FEDERAL LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-7140975
- - --------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road,
Wilmington, Delaware 19805-1266
- - - ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(302) 636-3300
----------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934during
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 ( )
As of August 3, 1999 the registrant had 20,703,817 Contingent Payment Rights
Certificates, no par value, outstanding.
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
COAST FEDERAL LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
Unaudited Statement of Financial Condition
June 30, December 31,
1999 1998
ASSETS ----------------- -----------------
Cash in bank $ 14,681,774 $ 17,126,219
Other assets 739,737 839,996
----------------- -----------------
Total Assets $ 15,421,511 $ 17,966,213
================= =================
LIABILITIES AND CERTIFICATEHOLDERS' EQUITY
Expense fund $ 19,884,294 $ 19,884,294
Deferred litigation trustee fees 1,000,000 700,000
Other liabilities 1,109,352 411,432
----------------- -----------------
Total Liabilities 21,993,646 20,995,726
----------------- -----------------
Certificateholders' Equity
Certificates, no par value, 20,703,817 authorized,
issued and outstanding - -
Accumulated deficit (6,572,135) (3,029,511)
----------------- -----------------
Total Certificateholders' Equity (6,572,135) (3,029,511)
----------------- -----------------
$ 15,421,511 $ 17,966,213
================= =================
See accompanying Notes to Unaudited Financial Statements.
2
COAST FEDERAL LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
Unaudited Statement of Operations
February 13, 1998
Six Months (Commencement
Three Months Ended June 30, Ended of Operations)
--------------------------------- June 30, Through June 30,
1999 1998 1999 1998
------------- ------------ -------------- ------------------
REVENUE $ - $ - $ - $ -
------------- ------------ -------------- ------------------
EXPENSES
Trustee fees (400,000) (400,000) (800,000) (800,000)
Legal fees (1,091,159) (78,987) (1,710,641) (83,014)
Litigation consulting - expert witnesses (379,565) (121,250) (433,244) (121,250)
Litigation and trust administration (65,000) (65,000) (130,000) (97,500)
Interest expense (135,915) (25,594) (241,054) (34,342)
Premises and equipment (12,900) (38,516) (25,800) (85,822)
Insurance (50,130) (50,783) (100,918) (67,493)
Other (64,718) (10,281) (100,967) (13,607)
------------ ---------- ------------ ------------
Total Expenses (2,199,387) (790,411) (2,542,624) (1,103,028)
------------ ---------- ------------ ------------
Net Loss $(2,199,387) $(790,411) $(3,542,624) $(1,103,028)
============ ========== ============ ============
Net Loss Per Certificate $ (0.11) $ (0.04) $ (0.17) $ (0.05)
============ ========== ============ ============
See accompanying Notes to Unaudited Financial Statements.
3
COAST FEDERAL LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
Unaudited Statement of Cash Flows
February 13, 1998
Six Months (Commencement
Ended of Operations)
June 30, Through June 30,
1999 1998
------------- ----------------
Cash flows from operating activities:
Net loss $ (3,542,624) $ (1,103,028)
------------- ----------------
Adjustments to reconcile net loss to cash used in
operating activities:
Decrease (increase) in other assets 100,259 (940,256)
Increase in deferred litigation trustee fees 300,000 300,000
Increase in other liabilities 697,920 272,676
------------- ----------------
Total adjustments 1,098,179 (367,580)
------------- ----------------
Net cash used in operating activities (2,444,445) (1,470,608)
------------- ----------------
Cash flows from financing activities:
Initial deposit into the expense fund - 19,884,294
------------- ----------------
Net increase (decrease) in cash (2,444,445) 18,413,686
Cash at beginning of period 17,126,219 -
------------- ----------------
Cash at end of period $ 14,681,774 $ 18,413,686
============= ================
Supplemental disclosure of cash flow information:
Cash paid for interest $ - $ -
============= ================
See accompanying Notes to Unaudited Financial Statements.
4
COAST FEDERAL LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
Notes to Unaudited Financial Statements
June 30, 1999
The Coast Federal Litigation Contingent Payment Rights Trust (the "CPR Trust")
is a statutory business trust created under Delaware law on January 8, 1998.
The CPR Trust was created by Coast Savings Financial, Inc. in connection with
its merger, effected on February 13, 1998, with and into H. F. Ahmanson & Co.
For a further description of the CPR Trust, see Item 2 herein, "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
General."
The unaudited financial statements of the CPR Trust included herein reflect all
adjustments, consisting only of normal recurring adjustments, which are, in the
opinion of the Litigation Trustees, necessary to present a fair statement of the
results for the interim periods indicated. The Litigation Trustees are the four
senior executives of Coast with knowledge of the facts underlying the
Litigation, which were retained by the CPR Trust as "Litigation Trustees."
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. The results of operations for the three and
six months ended June 30, 1999, are not necessarily indicative of the results of
operations to be expected for the remainder of the year.
These financial statements should be read in conjunction with the financial
statements and notes thereto included in the CPR Trust's annual report on Form
10-K for the year ended December 31, 1998.
5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Registration
Statement on Form S-1 with respect to the CPR Certificates referred to herein
filed by Coast Savings Financial, Inc. ("Coast") with, and declared effective
by, the Securities and Exchange Commission (the "SEC") on January 13, 1998 (SEC
File Number 333-44155).
GENERAL
The Coast Federal Litigation Contingent Payment Rights Trust (the "CPR Trust")
is a statutory business trust created under Delaware law on January 8, 1998. The
CPR Trust was created by Coast in connection with its merger, effected on
February 13, 1998 (the "Merger"), with and into H. F. Ahmanson & Co.
("Ahmanson"), for the purpose of holding the Commitment Agreement entered into
by Ahmanson and the CPR Trust, dated as of February 13, 1998 (the Commitment").
The Commitment represents Ahmanson's obligation to pay to the CPR Trust an
amount equal to any net after-tax proceeds, as more particularly defined in the
CPR Trust Agreement referred to below (the "Commitment Amount"), that may be
received by Coast's wholly-owned subsidiary, Coast Federal Bank, FSB ("Coast
Federal") (or its successor), from Coast Federal's regulatory capital litigation
claims against the United States government in the case entitled Coast Federal
Bank, FSB v. United States, No. 92-466C (Cl. Ct. filed July 9, 1992) (the
"Litigation"). Subsequent to the merger, Ahmanson merged Coast Federal with and
into Ahmanson's wholly-owned subsidiary, Home Savings of America, FSB ("Home
Savings"), with Home Savings being the successor institution. Ahmanson merged
into Washington Mutual, Inc. ("WAMU") on October 3, 1998, and Home Savings was
thereafter merged into WAMU's wholly-owned subsidiary Washington Mutual Bank,
F.A. ("Washington Mutual").
The governing instrument of the CPR Trust is the Amended and Restated
Declaration of Trust, dated as of February 13, 1998 (the "CPR Trust Agreement"),
entered into among Coast, the Litigation Trustees, Bankers Trust Company (the
"Institutional Trustee") and Bankers Trust (Delaware) (the "Delaware Trustee").
Pursuant to the CPR Trust Agreement, the four senior executives of Coast with
knowledge of the facts underlying the Litigation were appointed as "Litigation
Trustees" of the CPR Trust, and were given full authority to make all decisions
on behalf of Coast Federal (and its successors) with respect to the prosecution
and resolution of the Litigation.
The assets of the CPR Trust consist solely of the Commitment and the right to
draw on amounts in the Expense Fund for purposes of funding expenses of the CPR
Trust, including expenses of the Litigation, fees and expenses of the Litigation
Trustees and all administrative expenses. Under the CPR Trust Agreement,
Ahmanson agreed to provide the sum of $19,884,294 (which is equal to $20 million
less expenses related to the Litigation incurred by Coast Federal between
September 1, 1997 and February 13, 1998) (the "Expense Fund") to fund
6
the Litigation and other expenses of the CPR Trust, which amount is to be
reimbursed to Ahmanson from any proceeds of the Litigation, including any
amounts received in settlement of the Litigation, prior to the payment of any
amounts to holders of the CPR Certificates. The Expense Fund is on deposit in a
non-interest bearing demand deposit account in the name of the CPR Trust at
Washington Mutual.
Within 60 days of the receipt of any Commitment Amount, the CPR Trust is
required under the CPR Agreement to pay such amounts (other than $10 million or
such greater amount as the Litigation Trustees reasonably determine may be
reasonably likely to be required to pay additional expenses or to satisfy the
CPR Trust's indemnification obligations (the "Retained Amount")) less the amount
of any accrued but unpaid expenses payable by the CPR Trust but not covered by
the Expense Fund, to the holders of the CPR Certificates as of a record date to
be set by the Litigation Trustees. The Retained Amount will be retained for a
period of two years, or such longer period as the Litigation Trustees reasonably
determine may be required.
THE LITIGATION
The following description of the Litigation does not purport to be a complete
description of the legal and factual issues presented, the court opinions
rendered or the relevant law, and the description is in all respects qualified
by reference to the documents filed in the Litigation, such opinions and the
relevant law.
On July 9, 1992, Coast Federal commenced litigation entitled Coast Federal Bank,
Federal Savings Bank v. United States, Civil Action Number 92-466C, against the
United States in the U.S. Claims Court (now the U.S. Court of Federal Claims,
hereinafter, the "Claims Court") alleging that the United States is in breach of
a contract with Coast Federal and has unlawfully taken Coast Federal's property
without just compensation or due process of law in violation of the U.S.
Constitution.
As further described below, Coast Federal's claims arose from changes with
respect to the rules for computing Coast Federal's regulatory capital that were
mandated by the Financial Institutions Reform, Recovery and Enforcement Act of
1989 ("FIRREA") and certain regulations promulgated thereunder.
On April 10, 1987, Coast Federal acquired substantially all of the assets and
liabilities of Central Savings and Loan Association ("Central") from the Federal
Savings and Loan Insurance Corporation (the "FSLIC") in a supervisory
transaction (the "Acquisition") that Coast Federal alleges was induced and
arranged by the FSLIC and the Federal Home Loan Bank Board ("FHLBB"). As part of
the Acquisition, Coast Federal entered into a contract with the FSLIC (the
"Assistance Agreement") under which the FSLIC made a cash contribution to Coast
Federal in the amount of $298.3 million (the "Capital Credit"). In the
Litigation, Coast Federal alleges that the Assistance Agreement and certain
resolutions and a forbearance letter issued by the FHLBB in connection with the
Assistance Agreement each expressly provided that the Capital Credit was to be
treated as a permanent addition to Coast Federal's regulatory capital. Coast
Federal further alleges that such treatment of the Capital Credit for regulatory
capital purposes was essential to inducing Coast Federal to consummate the
Acquisition.
7
Pursuant to FIRREA, which became effective on August 9, 1989, the FSLIC and the
FHLBB were eliminated and were replaced as the regulators of federally insured
savings institutions by the Office of Thrift Supervision (the "OTS"). In
regulations implementing FIRREA (the "Capital Regulations") and subsequent
actions, the OTS took the position that the Capital Credit should be classified
as supervisory goodwill, as defined in the Capital Regulations, which action
resulted in an immediate exclusion of the Capital Credit from one of the three
measures of Coast Federal's regulatory capital, and effected a five-year phase-
out of the Capital Credit from such inclusion in the other two measures.
Coast Federal alleges that FIRREA and the Capital Regulations constituted a
breach by the United States of its contractual commitment regarding the
regulatory capital treatment of the Capital Credit and an unlawful taking of
Coast Federal's property rights in the Capital Credit. Coast Federal seeks
damages for such breach of the alleged contract by the United States.
SIMILAR LITIGATION
The Litigation is one of a number of cases filed against the federal government
in the Claims Court involving acquisitions of failed savings institutions and
alleging that the changes in regulatory capital calculations brought about by
FIRREA and the Capital Regulations constitute a breach of the contract between
the acquiring institution and the federal government. For purposes of the
administration of such claims, the Claims Court bifurcated the trial proceedings
in the first three of such cases to be heard by it (Winstar Corporation, et al.
v. United States, Docket No. 90-8C; Statesman Savings Holding Corp., et al. v.
United States, Docket No. 90-773C (the "Statesman Case"); and Glendale Federal
Bank v. United States, Docket No. 90-772C (the "Glendale Case")(which cases are
collectively referred to herein as the "Related Cases"). In July 1992, the
Claims Court ruled in favor of the plaintiffs in the Related Cases on the
initial question of liability, finding in each case that the plaintiff had a
contract as alleged with the federal government and that the federal government
is in breach of that contract as a result of the enactment of FIRREA and the
issuance of the Capital Regulations thereunder. The decision of the Claims Court
on liability was appealed by the federal government. After extended appellate
proceedings, culminating in an appeal to the Supreme Court, the Supreme Court
ruled in favor of the plaintiffs in the Related Cases in United States v.
Winstar Corp., et al., 518 U.S. 839 (1996) (the "Winstar Case").
To manage the numerous cases against the federal government involving the
calculation of regulatory capital as a result of the adoption of FIRREA (all
such cases being referred to herein as the "Regulatory Capital Cases"), twelve
of such cases were designated as priority cases (the "Priority Cases") that
would be the first cases to go to trial following the trial on damages in the
Glendale Case. The Litigation is scheduled to be among the first group of thirty
cases (the "First Group of Thirty Cases") to go to trial following the
completion of trial in Priority Cases. Pursuant to the case management order
applicable to Regulatory Capital Cases, as such order has been amended, case
specific discovery for the First Group of Thirty Cases was completed on July 31,
1999, plaintiffs in the First Group of Thirty Cases are to submit expert reports
detailing their damages claims against the government by late October of 1999,
and the government is to submit its own expert reports in response to the
plaintiffs' reports by late February 2000. Parties in the First Group of Thirty
Cases will not be eligible to have their cases tried until June 25, 2000 at the
earliest. The current deadlines set forth in the schedule applicable to
8
the First Group of Thirty Cases may be extended by order of the Chief Judge of
the Court of Federal Claims.
LIABILITY
The Claims Court stayed proceedings in each of the other cases against the
federal government, including the Litigation, pending the outcome of the
liability phase of the Related Cases. After the Supreme Court's decision in the
Winstar Case in July of 1996, the stay was lifted and Coast reinstated its
motion for partial summary judgment as to the federal government's liability,
which motion had been pending since March of 1993. On February 20, 1998, the
United States filed its response to Coast Federal's motion. In its response, the
Government stated that "at this point, entry of an order regarding the
Government's liability would be appropriate. We believe that such an order
should reflect the Government's concession that a contract existed with respect
to Coast's claim for a capital credit to its net worth, and that the Government
acted inconsistently with the contract." On March 23, 1998, Chief Judge Loren
A. Smith entered an order in the Litigation granting Coast Federal's motion for
partial summary judgment as to liability with respect to Coast Federal's claim
for a capital credit to its net worth.
DAMAGES
Although Coast Federal has conducted reviews of the damages it believes it
suffered as a result of the government's actions, Coast Federal has not made a
final determination regarding the amount or type of such damages it will seek to
recover. Each savings institution affected by FIRREA's and the Capital
Regulations' limitation on the inclusion in regulatory capital of supervisory
goodwill or FSLIC capital contributions reacted to the resulting reduction in
their regulatory capital in an individual fashion dictated by the unique facts
and circumstances faced by the institution. Accordingly, the extent and amount
of damages awarded to each such institution that has brought an action against
the federal government is expected to be dependent on the specific facts in each
case. Even if the plaintiffs in the Related Cases or Priority Cases are
successful in securing damage awards, there can be no assurance that Coast
Federal will obtain a damage award.
In response to the federal government's request, Coast Federal agreed to
participate in the alternative dispute resolution process (the "ADR Process")
established by Chief Judge Smith in his order dated March 3, 1998, with respect
to the Regulatory Capital Cases. However, by Order dated October 22, 1998, Judge
Margolis, the Claims Court Judge appointed to implement the ADR Process,
released the parties to the Litigation from further participation in the ADR
Process following the communication by the parties to Judge Margolis of their
mutual agreement that such participation was not likely to be fruitful.
The United States has argued in the Glendale Case and in the Priority Cases that
have gone to trial that some or all of the damages alleged by the plaintiffs in
those cases are too speculative to permit a recovery. Trial in the damages phase
of the Statesman Case commenced in May 1998, but the government and the
plaintiffs in that case reached a settlement prior to completion of the trial.
Trial of the damages phase of the Glendale case concluded in September 1998.
The plaintiff in the Glendale Case sought damages based on various damage
theories and ranging from approximately $800 million to $2 billion depending
upon the theory used. On April 9, 1999, the judge in the Glendale Case awarded
the plaintiff $909 million in damages based on that judge's evaluation of the
evidence and analysis of the legal arguments
9
presented in the Glendale Case. The damages phase of the first of the Priority
Cases to go to trial on the issue of damages, California Federal Bank v. the
United States, Docket No. 92-138C (the "CalFed Case"), concluded in February of
1999. The plaintiff in the CalFed Case sought damages of between $725 million
and $1.642 billion based on damage theories similar to those presented by the
plaintiff in the Glendale case. On April 16, 1999, the judge in the CalFed Case
awarded the plaintiff approximately $23 million in damages, based on that
judge's evaluation of the evidence and analysis of the legal arguments presented
in the CalFed Case.
The court in both the Glendale Case and the CalFed Case declined to award
damages under some or all of the plaintiffs' damage theories. The remaining
Priority Cases are scheduled for trial before the damages phase of Coast
Federal's case is expected to go to trial, and it is likely that rulings in
those cases will occur before trial of Coast Federal's damage claims. Appeals
of the judgments in the Glendale Case and the CalFed Case have been filed, and
appeals of other Priority Cases are likely. Any decisions reached by the Court
of Appeals for the Federal Circuit in those cases could affect Coast Federal's
damage claims. For these and other reasons, there can be no assurance as to the
type or amount, if any, of damages that Coast Federal may recover. Without
limiting the generality of the foregoing, there can be no assurance that Coast
Federal will obtain any monetary or other recovery in the Litigation.
MANAGEMENT OF THE LITIGATION
The Litigation Trustees are Ray Martin, Robert L. Hunt II, Norman H. Raiden and
James F. Barritt, who at the time of the Merger were the four senior Coast
executives with knowledge of the facts underlying the Litigation. Mr. Martin,
Mr. Hunt and Mr. Barritt were officers of Coast and Coast Federal both at the
time of the agreement with the federal government to treat certain amounts as a
permanent addition to Coast Federal's regulatory capital in connection with
Coast Federal's acquisition of Central Savings and Loan Association, and also at
the time of the alleged breach of this agreement by the federal government,
which gave rise to the claims underlying the Litigation. Mr. Martin, Mr. Hunt
and Mr. Barritt, together with Mr. Raiden (who joined Coast soon after the
alleged breach of the agreement by the federal government), had been involved in
the prosecution of the Litigation prior to the Merger.
Pursuant to the CPR Trust Agreement, the Litigation Trustees have sole and
exclusive right to instruct Coast Federal and its successors with respect to the
prosecution of the Litigation (including all decisions as to retention,
dismissal and the terms of engagement of existing or new counsel for Coast
Federal, which retention may involve fees that are partly contingent, and other
advisors). The CPR Trust Agreement also provides that the Litigation Trustees
have the right, in their sole discretion, to instruct Coast Federal and its
successors to dismiss, settle or cease prosecution of the Litigation at any time
and on any terms; Ahmanson, including any successor, is required by the CPR
Trust Agreement to cause Coast Federal and its successors to follow such
instructions from the Litigation Trustees other than instructions that are not
reasonable.
The Litigation Trustees have entered into a letter agreement with the law firm
which has prosecuted the Litigation to date, Cooper, Carvin & Rosenthal, LLP
(the "Firm"), dated February 13, 1998 (the "Letter Agreement"), in which the
Firm agrees that it will not bill Coast Federal or the CPR Trust for any fees
incurred subsequent to September 1, 1997 in excess of $7,650,000 (the "Cap"). In
addition, up to $2 million of the Cap, i.e., any amounts over $5,650,000,
10
will only be payable to the Firm out of the Commitment Amount, if any, when
received by the CPR Trust from Ahmanson. In consideration of such limitations on
the Firm's customary charges for professional services, the Letter Agreement
provides that the CPR Trust will pay to the Firm, in addition to the Cap, a
contingent incentive fee in the amount of one percent (1%) of the Commitment
Amount, provided that no such incentive fee shall be payable in the events (1)
that both Charles J. Cooper and Steven S. Rosenthal shall cease to be partners
of the Firm prior to a final decision, including appeals, or other final
resolution of the Litigation, or (2) that either Mr. Cooper or Mr. Rosenthal
shall cease to be a partner of the Firm prior to a final decision, including any
appeals, or other final resolution of the Litigation, other than by death,
disability, or appointment to federal office.
The CPR Trust Agreement provides that as compensation the CPR Trust will pay
each Litigation Trustee, during the term of his service as a Litigation Trustee,
fees of $400,000 per year for five years (except that if the Litigation is
sooner terminated, the remainder of such fees (but in no event with respect to a
period longer than the remainder of such year plus two additional years) will be
accelerated upon final resolution of the Litigation and receipt by Ahmanson of
the Litigation Proceeds), plus reimbursement of all reasonable out-of-pocket
expenses. If the services of the Litigation Trustees continue to be necessary
after the initial five-year period or such receipt of Litigation Proceeds, the
Litigation Trustees shall be entitled to a fee of $200 per hour until
termination of the CPR Trust. Pursuant to the CPR Trust Agreement, each
Litigation Trustee may, but is not obligated to, defer all or part of his
compensation until 30 days after the earliest to occur of (i) the date on which
he elected to defer such compensation, (ii) the date he ceases to be a
Litigation Trustee, and (iii) the date of the receipt of the Commitment Amount
in full by the CPR Trust. Any Litigation Trustee electing to so defer will
receive the compensation he would have received plus an amount, calculated on a
monthly basis during the period of deferral (and included in the amount
deferred), equal to the product of the monthly balance of the amount deferred
and an annual rate equal to the Reference Rate, as defined in the CPR Trust
Agreement, plus 250 basis points. For the year ending December 31, 1999, Mr.
Barritt made no deferral election and Mr. Martin, Mr. Hunt and Mr. Raiden
elected to defer one-half of their 1999 compensation.
SUMMARY FINANCIAL INFORMATION
The CPR Trust has no revenues. The Expense Fund is the CPR Trust's only source
of funding for the payment of the expenses of its operations. The amounts in
the Expenses Fund will be applied to a variety of expenses, including the costs
of prosecuting the Litigation (including the fees and expenses of counsel,
experts, support staff and consultants), compensation of the Institutional
Trustee, the Delaware Trustee and the Litigation Trustees, the CPR Trust's
indemnification obligations, liability insurance for the CPR Trust's
indemnification obligations and any liabilities of the Litigation Trustees. To
the extent that Coast Federal and its successors must engage in protracted
litigation, such fees and expenses may increase significantly, and there can be
no assurance that the Expense Fund will be sufficient to cover such fees and
expenses.
11
The following table summarizes the activity in the Expense Fund (the balance of
which was $14,681,774 as of June 30, 1999) and expenses that have been accrued
but not yet paid for the three and six months ended June 30, 1999, as well as
the balance of the Expense Fund that was available to cover future expenses as
of June 30, 1999.
For the Three For the Six
Months Ended Months Ended
June 30, 1999 June 30, 1999
-------------- --------------
Expense Fund balance available for future
expenses as of March 31, 1999 $14,970,493
Expense Fund balance available for future
expenses as of December 31, 1998 $16,180,061
Disbursements:
Litigation Trustee fees (250,000) (483,333)
Litigation and trust administration (65,000) (130,000)
Outside legal counsel and expert witness fees (1,192,724) (1,703,685)
Premises and equipment (12,900) (25,800)
Office and other expenses (64,717) (101,625)
Accrued expenses:
Deferred Litigation Trustee fees (150,000) (300,000)
Accrued Litigation Trustee fees - (16,667)
Increase in accrual for outside legal counsel
and expert witness fees (278,000) (440,200)
Accrued interest on deferred Litigation
Trustee fees (26,034) (47,633)
----------- -----------
Expense Fund balance available
for future expenses as of
June 30, 1999 $12,931,118 $12,931,118
=========== ===========
In addition to the accrued expenses summarized above, $358,695 of expense was
accrued through June 30, 1999, for interest that may be payable to Ahmanson or
its successor on disbursements from the Expense Fund. The CPR Trust's
obligation to pay such accrued interest payable is contingent upon receipt of
sufficient Litigation Proceeds. Expenses for "Litigation and trust
administration" refer to fees paid to three individuals retained by the CPR
Trust to provide litigation and trust administration support services.
The CPR Trust may issue additional CPR Certificates that represent pro rata
interests in the assets of the CPR Trust in order to pay expenses. However, it
may not be possible to obtain purchasers of the additional CPR Certificates and
there is no assurance that the terms of any such purchases would be reasonable.
In the event additional CPR Certificates are issued and existing CPR Certificate
holders are not given the opportunity to purchase, or do not purchase, a pro
rata amount in such issuance, such CPR Certificate holders' indirect interest in
the Payment Amount will be diluted. The CPR Trust will be authorized to borrow
additional funds for the sole purpose of funding expenses of the CPR Trust, but
only if such borrowings represent debt of the CPR Trust (and not ownership
interests therein) for federal income tax purposes. Furthermore, it may not be
possible for the CPR Trust to borrow funds and, if it is able to borrow funds,
there can be no assurance as to the terms upon which such borrowings may be
available.
Item 3 is not applicable.
12
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
For a discussion of Coast Federal Bank, FSB v. The United States, which is the
Litigation to which the Registrant's CPR Certificates relate, see PART 1, Item
2. "Management's Discussion and Analysis of Financial Condition and Results of
Operations - The Litigation."
Items 2 through 5 are not applicable or the answers are negative.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant for the period ended June
30, 1999.
13
SIGNATURE
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.
COAST FEDERAL LITIGATION
CONTINTENT PAYMENT RIGHTS TRUST
-------------------------------
(Registrant)
/s/ Ray Martin
-------------------------------------
Ray Martin, Litigation Trustee
/s/ Robert L. Hunt II
-------------------------------------
Robert L. Hunt II, Litigation Trustee
/s/ Norman H. Raiden
-------------------------------------
Norman H. Raiden, Litigation Trustee
/s/ James F. Barritt
-------------------------------------
James F. Barritt, Litigation Trustee
Dated: August 10, 1999
14