SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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 33-93312
BEAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-2583551
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
SUITE 300, LB66, 15770 NORTH DALLAS PARKWAY, DALLAS, TEXAS 75248
(Address of principal executive offices) (ZIP code)
Registrant's telephone number, including area code: (972) 404-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 12, 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 such filing requirements for the past 90 days. Yes [X] No [ ]
As of September 30, 1996, there were 300,000 shares of the Registrant's
common stock issued and outstanding.
BEAL FINANCIAL CORPORATION
INDEX
PAGE
NUMBER
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PART I. FINANCIAL INFORMATION
Item 1. - Financial Statements ...................... 1
Item 2. - Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................. 2
PART II. OTHER INFORMATION
SIGNATURES
1
BEAL FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
September 30
1996 June 30
(Unaudited) 1996
------------ ----------
ASSETS
Cash $ 522 $ 532
Interest bearing deposits 79,141 54,838
---------- ----------
CASH AND CASH EQUIVALENTS 79,663 55,370
Accrued interest receivable 14,463 16,146
Securities available for sale 124,598 194,699
Net loans receivable 1,003,396 908,246
LESS ALLOWANCE FOR LOSSES (11,903) (11,832)
---------- ----------
991,493 897,414
Federal Home Loan Bank stock 9,478 9,340
Real estate held for investment or sale 89,341 77,632
Premises and equipment, net 6,819 6,918
Other assets 16,983 11,760
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$1,332,838 $1,269,279
---------- ----------
---------- ----------
LIABILITIES
Deposit accounts $1,013,584 $891,304
Federal Home Loan Bank advances 99,000 185,000
Senior notes, net 57,072 57,051
Other borrowings 21,638 21,468
Other liabilities 32,226 21,284
---------- ----------
TOTAL LIABILITIES 1,223,520 1,176,107
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, par value $1 per share
authorized 375,000
issued and outstanding 300,000 300 300
Paid-In capital 2,740 2,740
Unrealized loss on available for sale
securities, net of tax benefit of $211 and $466 at
September 30, 1996, and June 30, 1996, respectively (392) (862)
Retained earnings 106,670 90,994
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TOTAL STOCKHOLDERS' EQUITY 109,318 93,172
---------- ----------
$1,332,838 $1,269,279
---------- ----------
---------- ----------
See notes to consolidated financial statements
2
BEAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(In thousands, except share data)
Three Months Ended
September 30,
1996 1995
------- -------
Interest Income:
Loans, including fees $23,631 $13,869
Purchase discount accretion 19,861 6,529
Investment securities 3,251 1,409
------- -------
TOTAL INTEREST INCOME 46,743 21,807
Interest expense:
Deposits 13,894 7,873
Federal Home Loan Bank
advances and other borrowings 845 774
Senior notes 1,979 982
------- -------
TOTAL INTEREST EXPENSE 16,718 9,629
------- -------
NET INTEREST INCOME 30,025 12,178
Provision for loan losses 334 1,366
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 29,691 10,812
Other income
Gain on sales of loans 1,413 335
Gain on real estate transactions 2,026 2,435
Other real estate operations, net 583 241
Other operating income - 7
------- -------
TOTAL NONINTEREST INCOME 4,022 3,018
Other expense
Salaries and employee benefits 2,845 2,518
Occupancy and equipment 528 413
SAIF deposit insurance premium 2,612 178
Loss on sales of securities available for sale 437 -
Other operating expenses 2,866 1,980
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TOTAL NONINTEREST EXPENSES 9,288 5,089
------- -------
INCOME BEFORE INCOME TAXES 24,425 8,741
Income taxes 8,749 3,100
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NET INCOME $15,676 $ 5,641
------- -------
------- -------
Income per common share $ 52.25 $ 18.80
------- -------
------- -------
Weighted average number of common shares outstanding 300 300
------- -------
------- -------
See notes to consolidated financial statements
3
BEAL FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In thousands)
Three Months
ended September 30
------------------
1996 1995
---- ----
OPERATING ACTIVITIES
Net income $ 15,676 $ 5,641
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 507 308
Accretion of purchased discount (19,861) (6,529)
Provision for loan losses 334 1,366
Amortization of bond premium and underwriting
costs 146 66
Gains on real estate transactions (2,026) (2,536)
Gain on sales of loans (1,413) (335)
Loss on sales of investment securities-available
for sale 437 --
Loss on sale of premises and equipment 71 --
Changes in operating assets and liabilities
Accrued interest receivable 705 (583)
Prepaid expenses and other assets (165) (364)
Accrued interest payable-bonds (1,833) 916
Other liabilities and accrued expenses 10,713 4,089
--------- --------
Net cash provided by operating activities 3,291 2,039
INVESTING ACTIVITIES
Proceeds from sales of loans 6,526 1,219
Proceeds from sales of securities available for
sale 68,134 --
Proceeds from paydowns of securities available for
sale 2,318 927
Proceeds from loan collections, less loan
originations and advances 58,846 19,559
Proceeds from sales of real estate 4,714 5,902
Proceeds from sales of premises and equipment 43 --
Purchases of loans and bid deposits on loan
purchases (151,845) (99,809)
(Purchases) sales of Federal Home Loan Bank stock (138) 4,438
Purchases of real estate held for invest, or sale
and partnership/JV interests (3,811) (8,749)
Purchases of premises and equipment (235) (399)
--------- --------
Net cash used in investing activities (15,448) (76,912)
FINANCING ACTIVITIES
Net increase in deposit accounts 122,280 93,769
Proceeds from long-term debt 693 8,638
Repayments of long-term debt (523) (137)
Repayments of advances from the Federal Home
Loan Bank (86,000) (77,000)
Proceeds from issuance of senior notes, net -- 54,491
Cash dividends paid -- (25)
--------- --------
Net cash provided by financing activities 36,450 79,736
--------- --------
Increase in cash and cash equivalents 24,293 4,863
Cash and cash equivalents at beginning of period 55,370 31,507
--------- --------
Cash and cash equivalents at end of period $ 79,663 36,370
--------- --------
--------- --------
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest $ 16,847 8,480
Income taxes 4,000 750
Supplemental disclosure of noncash investing and
financing activities
Real estate acquired in foreclosure or in
settlement of loans $ 14,258 5,146
Assumption of majority stockholder's debt
related to initial public offering -- 2,500
See Notes to Consolidated Financial Statements
4
BEAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial statements and with instructions to Form 10-Q and Rule 10-1
of Regulation S-X. The financial statements as of September 30, 1996 and for
the three months ended September 30, 1996, and 1995 are unaudited and, in the
opinion of management, include all adjustments necessary (which consist of
only normal recurring adjustments) for a fair presentation of the financial
position and results of operations for the interim periods. The results of
operations for the three month period are not necessarily indicative of the
results to be expected for the full year.
These unaudited financial statements should be read in conjunction with the
financial statements and notes thereto included in the Beal Financial
Corporation's annual report in Form 10-K for the year ended June 30, 1996.
5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
WHEN USED IN THIS FORM 10-Q, THE WORDS "BELIEVES", "ANTICIPATES",
"EXPECTS", AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD LOOKING
STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES
WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. READERS ARE CAUTIONED
NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS WHICH SPEAK
ONLY AS OF THE DATE HEREOF. THE CORPORATION UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD LOOKING STATEMENTS
WHICH MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR
TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
FINANCIAL CONDITION
Beal Financial Corporation (the "Corporation"), the parent company of
Beal Bank, ssb, (the "Bank"), had total assets of $1.3 billion at September
30, 1996 representing an increase of $63.6 million or 5%, from $1.2 billion
at June 30, 1996. The increase resulted primarily from an increase in net
loans receivable of $94.1 million, an increase in cash and cash equivalents
of $24.3 million and an increase in real estate held for investment or sale
of $11.7 million; partially offset by a decrease in securities available for
sale of $70.1 million. The increase in net loans receivable was due
primarily to the Corporation being the successful bidder on loan pools sold
by various U.S. governmental agencies and to a lesser extent, to loan
origination activity. The increase in cash and cash equivalents was the
result of normal operations, including proceeds received from the sale of
certain mortgage-backed securities from the securities available for sale
portfolio. The increase in real estate held for investment or sale was
primarily the result of additional real estate direct investments by the
Bank's subsidiaries.
Total liabilities increased $47.4 million, or 4.0% from June 30, 1996 to
$1.2 billion at September 30, 1996, primarily due to an increase in deposits
of $122.3 million, or 13.7%, and an increase of $10.9 million in other
liabilities, partially offset by a decline in Federal Home Loan Bank ("FHLB")
advances of $86.0 million. Advances for the FHLB of Dallas were repaid with
the increase in deposits and the proceeds from the sale of mortgaged backed
securities.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
NET INCOME. For the three months ended September 30, 1996, net income
of $15.7 million represented an increase of $10.0 million, or 177.9% from the
three months ended September 30, 1995. As discussed in more detail below,
the increase in net income was primarily due to a $18.9 million increase in
net interest income after provision for loan losses, partially offset by an
increase in non-interest expense of $4.2 million and an increase in income
taxes of $5.6 million.
NET INTEREST INCOME. Net interest income increased $17.8 million, or
146.6%, from $12.2 million at September 30, 1995, to $30.0 million at
September 30, 1996 due to an increase in average interest-earning assets.
The average balance of interest-earning assets increased $515.0 million
during this period primarily due to an increase in discounted loans purchased
and, to a lesser extent, increased loan originations and purchases of
mortgage-backed securities. In addition, net interest rate spread increased
from 8.29% for the
6
three months ended September 30, 1995, to 10.71% for the three months ended
September 30, 1996 primarily due to an increase in the yield on interest
earning assets from 14.67% to 16.79% for the three month period ending
September 30, 1995 and 1996, respectively.
INTEREST INCOME. Interest income increased $24.9 million, or 114.3%
from $21.8 million at September 30, 1995 to $46.7 million at September 30,
1996. Of the total increase in interest income, $13.3 million was due to an
increase in the discount accretion and $11.6 million was due to an increase
in average interest-earning assets and, to a lesser extent, to an increase in
the yield on interest earning assets. The yield on interest earning assets
increased by 2.12% for the three months ended September 30, 1996 compared to
the same prior year period. This increased yield was primarily due to an
increase in the yield on loans, net, from 15.96% for the three months ended
September 30, 1995 to 18.82% for the three months ended September 30, 1996.
INTEREST EXPENSE. Interest expense increased $7.1 million, or 73.6%,
from $9.6 million at September 30, 1995 to $16.7 million at September 30,
1996 primarily due to an increase in the average balance of interest-bearing
liabilities of $492.8 million. The increase in average interest-bearing
liabilities was primarily due to an increase in the average balance of
deposits of $462.6 million and the issuance of 12.75% senior notes in August,
1995, partially offset by the decline in the average balance of FHLB advances
of $7.6 million. The increase in the average balance of interest-bearing
liabilities more than offset the 31 basis point decrease in the average cost
of interest-bearing liabilities from 6.39% for the three month period ending
September 30, 1995 to 6.08% for the three month period ending September 30,
1996.
PROVISION FOR LOAN LOSSES. The provision for loan losses is determined
by management as an amount sufficient to maintain the allowance for loan
losses at a level considered adequate to absorb future losses inherent in the
loan portfolio in accordance with generally accepted accounting principles.
The provision for loan losses decreased $1.0 million, or 75.6% for the three
months ended September 30, 1996 as compared to the same period last year.
The majority of this decrease was the result of a decrease in the volume of
loans receivable growth for the three months ended September 30, 1996, as
compared to the same period last year.
The Corporation establishes an allowance for loan losses based upon a
systematic analysis of risk factors in the loan portfolio as well as a
specific analysis of certain impaired loans. This analysis includes an
evaluation of the corporation's loan portfolio, past loan loss experience,
current economic conditions, loan volume and growth, composition of the loan
portfolio and other relevant factors. Management's analysis results in the
establishment of allowance amounts by loan type based on allocations by asset
classification. The allowance for loan losses as a percentage of net
non-performing loans was 6.5% at September 30, 1996 as compared to 9.7% at
June 30, 1996. The primary reason for the decline in this ratio was due to
the purchase of $41.0 million, net, of multi-family non-performing loans.
Management believes that the underlying collateral value is sufficient to
cover the Corporation's investment in these loans.
7
Although management believes it uses the best information available to
determine the allowance, unforeseen market conditions could result in
adjustments and net income could be significantly affected if circumstances
differ substantially from the assumptions used in making the final
determination. Future additions to the Corporation's allowance will be the
result of periodic loan, property and collateral reviews and thus cannot be
predicted in advance. In addition, regulatory agencies, as an integral part
of the examination process, periodically review the Corporation's allowance
for loan losses. Such agencies may require the Corporation to recognize
additions to the allowance level based upon their judgment of the information
available to them at the time of their examination.
NON-INTEREST INCOME. Total non-interest income increased $1.0 million, or
33.3% to $4.0 million at September 30, 1996 from $3.0 million at September
30, 1995. This increase was primarily due to a increase in the income
attributable to the sale of loans of $1.1 million and an increase of $342,000
in other real estate operations, net, partially offset by a decrease in the
gain on real estate transactions of $409,000. The increase in gain on sale of
loans was primarily attributable to a $916,000 gain on the sale of two
multi-family loans in the process of foreclosure.
NON-INTEREST EXPENSE. Non-interest expense increased $4.2 million, or
82.5%, from $5.1 million at September 30, 1995 to $9.3 million for the same
period in fiscal 1996 primarily due to an increase in SAIF deposit insurance
premium of $2.4 million, an increase in other operating expenses of $886,000,
and a loss of $437,000 on sale of securities available for sale.
On September 30, 1996, federal legislation was enacted that requires the
Savings Association Insurance fund ("SAIF") to be recapitalized with a
one-time assessment on virtually all SAIF-insured institutions, such as the
Bank, equal to 65.7 basis points on SAIF-insured deposits maintained by those
institutions as of March 31, 1995. This SAIF assessment which is to be paid
to the Federal Deposit Insurance Corporation ("FDIC") by November 27, 1996,
is approximately $2 million and has been accrued by the Corporation at
September 30, 1996. The Bank after recording the SAIF assessment charge to
earnings, still remains a well capitalized institution for regulatory capital
purposes.
As a result of the SAIF recapitalization, the FDIC has proposed to amend
its regulation concerning the insurance premiums payable by SAIF-insured
institutions. Effective October 1, 1996 through December 31, 1996, the FDIC
has proposed that the SAIF insurance premium for all SAIF-insured
institutions that are required to pay the Financing Corporation ("FICO")
obligation, such as the Bank, be reduced to a range of 18 to 27 basis points
from 23 to 31 basis points per $100 of domestic deposits. The Bank currently
qualifies for the minimum SAIF insurance premium of 23 basis points. The FDIC
has also proposed to further reduce the SAIF insurance premium to a range of
0 to 27 basis points per $100 of domestic deposits, effective January 1,
1997. Management cannot predict whether or in what form the FDIC's final
regulation may be promulgated.
The increases in other operating expenses, consisting principally of legal
expenses, loan servicing expenses, marketing expenses, and loan acquisition
and origination expenses, were primarily due to the Corporation's purchasing
activities and resultant increase in asset size.
8
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's primary sources of funds for operations are deposits
obtained from areas surrounding its branch offices, principal and interest
payments on loans, brokered deposits, advances from the FHLB of Dallas and to
a lesser extent, from the sale of assets. While maturities and scheduled
amortization of loans are predictable sources of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates,
economic conditions, and competition.
Historically, the primary investing activity of the Corporation has been
the purchase of discounted loans from various U.S. government agencies
through the sealed bid process, auctions and other private sector sellers.
During the three month period ended September 30, 1996, the Corporation
purchased $151.8 million of loans, net. Loan originations for the three
months ended September 30, 1996, totaled $41.3 million.
The Corporation's primary financing activity is the attraction of
deposits. During the three months ended September 30, 1996, the Corporation
experienced a net increase in deposits of $122.3 million, which was generated
by the Bank's three retail deposit locations. In addition, liquidity was
provided by proceeds received from the $70.0 million sale of securities from
the securities available for sale portfolio during the quarter ended
September 30, 1996. The increased liquidity provided by the deposit increase
and the decrease of securities available for sale for the three months ended
September 30, 1996 was used to fund the increase in loans and to decrease
FHLB borrowings by $86.0 million. The Corporation had Senior Notes of $57.1
million, net, FHLB advances of $99.0 million, and other borrowings of $21.6
million at September 30, 1996.
The Corporation has the ability to borrow additional funds from the FHLB
of Dallas by pledging assets as collateral, subject to certain restrictions.
At September 30, 1996, the Corporation had an undrawn advance arrangement
with the FHLB of Dallas for $53.7 million.
The Bank is required to maintain minimum levels of liquid assets as
defined by the Texas Savings and Loan Department ("Texas Department"). Unless
approved in advance by the Texas Department, a Texas savings bank is required
to maintain a minimum of 10% of the previous quarters average deposits in
liquid assets, (the "Liquidity Ratio"). At September 30, 1996, the Bank's
Liquidity Ratio was 18.3%.
The Corporation's most liquid asset is cash and cash equivalents. The
level of cash equivalents is dependent on the Corporation's operating,
financing, and investing activities during any given period. At September 30,
1996, the Corporation had cash and cash equivalents of $79.7 million.
The Corporation anticipates it will have sufficient funds available to
meet its current foreseeable commitments. At September 30, 1996 the
Corporation had commitments to originate loans of $34.9 million and
outstanding unfunded letters of credit of $11.6 million. Certificates of
deposits which are scheduled to mature in one year of less at September 30,
1996
9
totaled $725.7 million. Due to the Corporation's high interest rate spread,
management has typically relied upon interest rate sensitive short-term
deposits to fund its loan purchases and origination activities. The
Corporation believes the potential interest rate risk is acceptable in view of
the Corporation's belief that it can maintain an acceptable net interest
spread. The Corporation further believes that based on the levels of
retention for such deposits in the recent past, that a significant portion of
such deposits will remain with the Corporation.
At September 30, 1996, the Bank exceeded each of its three regulatory
capital requirements. The following is a summary of the Bank's regulatory
capital position at September 30, 1996.
At September 30, 1996
---------------------------------------
Required(1) Actual
------------------ ------------------
Amount Percent Amount Percent
-------- ------- -------- -------
(Dollars in Thousands)
Leverage capital................... $117,548 9.00% $129,735 9.93%
Tier 1 capital..................... 39,727 4.00 129,735 13.06
Total risk-based capital........... 109,251 11.00 141,638 14.26
- --------------------
(1) Required leverage and total risk-based capital requirements represent
higher capital requirements imposed by the Texas Department as a condition to
the Bank's continued asset growth.
IMPACT OF INFLATION AND CHANGING PRICES
The Consolidated Financial Statements and Notes thereto presented herein
have been prepared in accordance with generally accepted accounting
principles, which require the measurement of financial position and operating
results in terms of historical dollars without considering the change in the
relative purchasing power of money over time due to inflation. The impact of
inflation is reflected in the increased cost of the Corporation's operations.
Nearly all the assets and liabilities of the corporation are financial,
unlike most industrial companies. As a result, the Corporation's performance
is directly impacted by changes in interest rates, which are indirectly
influenced by inflationary expectations. Since the Corporation has
historically placed more emphasis on increasing net interest margin rather
than on matching the maturities of interest rate sensitive assets and
liabilities, changes in interest rates may have a greater impact on the
Corporation's financial condition and results of operations. Changes in
investment rates do not necessarily move to the same extent as changes in the
price of goods and services.
RATIOS OF EARNINGS TO FIXED CHARGES
The Corporation's consolidated ratios of earnings to fixed charges for
the three months ended September 30, 1996 are set forth below. Earnings used
in computing the ratios shown
10
consist of earnings from continuing operations before taxes and interest
expense. Fixed charges, excluding interest on deposits, represent interest
expense on borrowings. Fixed charges, including interest on deposits,
represent all of the foregoing items plus interest on deposits. Interest
expense (other than on deposits) includes interest on FHLB of Dallas
borrowings, the Senior Notes and other borrowed funds.
For the Three Months Ended
September 30, 1996
Excluding interest on deposits........... 9.6:1
Including interest on deposits........... 1.6:1
AMENDMENT TO EMPLOYMENT AGREEMENT
Effective October 8, 1996, the employment agreement of David C. Meek,
President and Chief Executive Officer of the Bank, (the "Agreement"),
attached as Exhibit 10.3a, was amended. As a first stage to renegotiating
the Agreement's bonus compensation, the amendment, attached as Exhibit 10.3b,
basically changed the expiration date of the Agreement from December 31, 1998
to December 31, 1996 in return for a payment of $150,000, in accordance with
the terms of the Agreement. The parties are currently negotiating a new
employment agreement.
11
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Corporation is not currently involved in any legal proceedings.
The Bank is involved in various legal proceedings occurring in the ordinary
course of business. Management of the Bank, based on discussions with
litigation counsel, believes that such proceedings will not have a material
adverse effect on the financial condition or operations of the Bank. There
can be no assurance that any of the outstanding legal proceedings to which
the Bank is a party will not be decided adversely to the Corporation's
interests and have a material adverse effect on the financial position or
results of operations of the Corporation.
There have been no material developments to the Kenneth L. Musgrave
vs. Beal Banc, S.A. lawsuit described in the Form 10-K submission for the
period ending June 30, 1996.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
The following Exhibit is attached to this Form 10Q
Exhibit 10.3a - Form of Employment Contract with David C. Meek
Exhibit 10.3b - First Amendment to Employment Contract with
David C. Meek
12
EXHIBIT INDEX
Exhibit 10.3a - Form of Employment Contract with David C. Meek
Exhibit 10.3b - First Amendment to Employment Contract with
David C. Meek
13
SIGNATURES
Pursuant to the requirement 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.
BEAL FINANCIAL CORPORATION
Registrant
Date: November 14, 1996 /s/ DAVID C. MEEK
---------------------------------
David C. Meek, President
Date: November 14, 1996 /s/ DAVID R. FARMER
---------------------------------
David R. Farmer, Senior Vice
President and Treasurer (Chief
Financial and Accounting Officer)
14