Item 1. Business.................................................... 2 Item 2.
Item 2. Properties.................................................. 22 Item 3.
Item 3. Legal Proceedings........................................... 23 Item 4.
Item 4. Submission of Matters to a Vote of Security Holders......... 23
Part II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters........................... 24 Item 6.
Item 6. Selected Financial Data..................................... 25 Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 26 Item 8.
Item 8. Financial Statements and Supplementary Data................. 47 Item 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors, executive officers and principal shareholders appears on pages 3 through 8 and pages 23 and 24 of the Proxy Statement for the Annual Meeting of Stockholders, April 25, 1995, and is incorporated herein by reference, except as noted therein.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation appears on pages 9 through 13 and pages 17 through 23 of the Proxy Statement for the Annual Meeting of Stockholders, April 25, 1995, and is incorporated herein by reference, except as noted therein.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and management appears on pages 3, 8, 23 and 24 of the Proxy Statement for the Annual Meeting of Stockholders, April 25, 1995 and is incorporated herein by reference, except as noted therein.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions appears on pages 7, 9, 10, 11 and 17 of the Proxy Statement for the Annual Meeting of Stockholders, April 25, 1995 and is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
See index to Item 8, "Financial Statements and Supplementary Data" on page 47.
2. Financial Statement Schedules
No financial statement schedules are required because they are not applicable or the required information is shown in the financial statements or notes thereto included in Item 8, "Financial Statements and Supplementary Data".
3. Executive Compensation Plans and Arrangements indicated by asterisk in next section.
4. Exhibits Required by Securities and Exchange Commission Regulations S-K
3.1 Restated Certificate of Incorporation of GWFC, as in effect on the date of this report (filed as an exhibit to GWFC's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
3.2 Certificate of Designations of GWFC's 8.30 percent Cumulative Preferred Stock (filed as an exhibit to GWFC's Current Report on Form 8-K dated September 9, 1992, event date September 2, 1992, and incorporated herein by reference).
3.3 By-laws of GWFC as in effect on the date of this report (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference).
4.1 GWFC agrees to furnish the Securities and Exchange Commission, upon request, with copies of all instruments defining rights of holders of long-term debt of GWFC and its consolidated subsidiaries.
4.2 Indenture dated as of May 31, 1988, as amended and supplemented as of June 14, 1988 and October 31, 1988, between GWB and Morgan Guaranty Trust Company of New York (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference).
10.1 Rights Agreement (the "Rights Agreement") dated as of June 24, 1986, between GWFC and Morgan Guaranty Trust Company of New York (filed as Exhibit 1 to the Company's Report on Form 8-K dated July 3, 1986 and incorporated herein by reference).
10.2 First Amendment to Rights Agreement dated as of February 19, 1988, between GWFC and Morgan Shareholder Services Trust Company, successor to Morgan Guaranty Trust Company of New York as Rights agent (incorporated herein by reference to the Company's Report on Form 8-K (File No. 1-4075) dated February 24, 1988).
10.3 *Employment Agreement between GWFC and James F. Montgomery dated December 19, 1989 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference).
10.4 *Employment Agreement between GWFC and John F. Maher dated December 19, 1989 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference).
10.5 *Employment Agreement between GWFC and Carl F. Geuther dated as of March 1, 1988 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference).
10.6 *Employment Agreement between GWFC and Michael M. Pappas dated as of March 1, 1988 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference).
10.7 *Employment Agreement between GWFC and J. Lance Erikson dated as of March 1, 1988 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference).
10.8 *Employment Agreement between GWFC and E. A. Crane effective March 1, 1989 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, and incorporated herein by reference).
10.9 *Employment Agreement between GWFC and Curtis J. Crivelli effective March 1, 1989 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, and incorporated herein by reference).
10.10 *Supplemental Executive Retirement Plan as amended (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference).
10.11 *1979 Incentive and Nonstatutory Stock Option and Appreciation Plan as amended (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference).
10.12 *Addendum to the 1979 Incentive and Nonstatutory Stock Option and Appreciation Plan (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference).
10.13 *Form of Non-Qualified Stock Option Agreement relating to the 1979 Incentive and Nonstatutory Stock Option and Appreciation Plan utilized from April 20, 1982 to April 22, 1986 (filed as an exhibit to Post-Effective Amendment No. 3 to GWFC's Registration Statement No. 2-67233 on Form S-8, and incorporated herein by reference).
10.14 *Form of Non-Qualified Stock Option Agreement relating to the 1979 Incentive and Nonstatutory Stock Option and Appreciation Plan utilized from April 22, 1986 through 1988 (filed as an exhibit to Post-Effective Amendment No. 3 to GWFC's Registration Statement No. 2-67233 on Form S-8, and incorporated herein by reference).
10.15 *The 1988 Stock Option and Incentive Plan (as amended effective July 26, 1994), (filed as an exhibit to GWFC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference).
10.16 *Form of Director Stock Option Agreement (filed as an exhibit to GWFC's Registration Statement No. 33-21469 on Form S-8 pertaining to GWFC's 1988 Stock Option and Incentive Plan and incorporated herein by reference).
10.17 *Form of Director Stock Option Agreement effective January 3, 1994, (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal ended December 31, 1993 and incorporated herein by reference).
10.18 *Employee Non-Qualified Stock Option Agreement (filed as an exhibit to GWFC's Registration Statement No. 33-21469 on Form S-8 pertaining to GWFC's 1988 Stock Option and Incentive Plan and incorporated herein by reference).
10.19 *Revised Form of Non-Qualified Stock Option Agreement effective January 28, 1992 (filed as an exhibit to Post-Effective Amendment No. 3 to GWFC's Registration Statement No. 33-21469 on Form S-8 pertaining to GWFC's 1988 Stock Option and Incentive Plan and incorporated herein by reference).
10.20 *Revised Form of Non-Qualified Stock Option Agreement effective January 25, 1994, (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal ended December 31, 1993 and incorporated herein by reference).
10.21 *Form of Non-Qualified Stock Option Agreement (Early Vesting Provisions), (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal ended December 31, 1993 and incorporated herein by reference).
10.22 *Revised Form of Non-Qualified Stock Option Agreement effective December 12, 1994.
10.23 *Form of Restricted Stock Award Agreement and General Provisions Applicable to Restricted Stock Awards Granted Under the 1988 Stock Option and Incentive Plan (filed as an exhibit to Post- Effective Amendment No. 3 to GWFC's Registration Statement No. 33-21469 on Form S-8, and incorporated herein by reference).
10.24 *General provisions applicable to Performance Restricted Stock Awards granted under the Great Western Financial Corporation 1988 Stock Option and Incentive Plan, as amended (March 1994) (filed as an exhibit to GWFC's quarterly report on Form 10-Q for the quarter ended March 31, 1994 and incorporated herein by reference).
10.25 *GWFC Deferred Compensation Plan (1992 Restatement) (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and incorporated herein by reference).
10.26 *GWFC Senior Officers' Deferred Compensation Plan (1992 Restatement) (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and incorporated herein by reference).
10.27 *GWFC Directors' Deferred Compensation Plan (1992 Restatement) (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and incorporated herein by reference).
10.28 *Amendment to GWFC Directors', Senior Officers' and basic Deferred Compensation Plans (1992 Restatement).
10.29 *Great Western Supplemental Incentive Plan, effective December 1, 1984 (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1984, and incorporated herein by reference).
10.30 *GWFC Umbrella Trust for Senior Officers (filed as an exhibit to GWFC's Quarterly Report on Form 10-Q for the quarter ended March 31, 1989, and incorporated herein by reference).
10.31 *Amendment to GWFC Umbrella Trust for Senior Officers effective October 25, 1994.
10.32 *GWFC Umbrella Trust for Directors (filed as an exhibit to GWFC's Quarterly Report on Form 10-Q for the quarter ended March 31, 1989, and incorporated herein by reference).
10.33 *Restated Retirement Plan for Directors (filed as an exhibit to GWFC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, and incorporated herein by reference).
10.34 *Summary of certain additional executive benefits (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference).
10.35 *Employee Home Loan Program (filed as an exhibit to GWFC's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, and incorporated herein by reference).
10.36 *GWFC Annual Incentive Compensation Plan for Executive Officers, (filed as an exhibit to GWFC's Annual Report on Form 10-K for the fiscal ended December 31, 1993 and incorporated herein by reference).
10.37 GWFC Retirement Restoration Plan effective January 1, 1994.
11.1 Statement re Computation of Per Share Earnings.
12.1 Computation of Ratios of Earnings to Fixed Charges.
21.1 Subsidiaries.
23.1 Consent of Price Waterhouse LLP included on page 114 of this Form 10-K.
24.1 Power of Attorney included on page 112 of this Form 10-K.
27.1 Financial Data Schedule.
The 1994 Annual Report to Stockholders has already been furnished to each stockholder of record who is entitled to receive a copy thereof. A copy of the 1994 Annual Report to Stockholders will be furnished without charge upon specific request of any stockholder of record on February 27, 1995 and any beneficial owner of the Company's common stock on such date who has not previously received a copy and who represents such facts in good faith to the Company in writing direct to:
Corporate Secretary Great Western Financial Corporation 9200 Oakdale Avenue Chatsworth, California 91311-6519
Other exhibits will be supplied to any such stockholder at a charge equal to the Company's cost of copying, postage and handling.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GREAT WESTERN FINANCIAL CORPORATION
/s/ James F. Montgomery March 28, 1995 ----------------------------- ------------------ James F. Montgomery, Chairman Date and Chief Executive
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes James F. Montgomery, Carl F. Geuther and Jesse L. King, and each of them or any of them, as attorney-in-fact to sign on his or her behalf as an individual and in every capacity stated below, and to file all amendments to the registrant's Form 10-K, and the registrant hereby confers like authority to sign and file in its behalf.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 28, 1995, by the following persons on behalf of the registrant and in the capacities indicated.
/s/ James F. Montgomery ------------------------------------------------- James F. Montgomery, Chairman and Chief Executive (Principal Executive Officer)
/s/ Carl F. Geuther --------------------------------------------------------------------- Carl F. Geuther, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Jesse L. King ---------------------------------------------------------- Jesse L. King, Senior Vice President and Controller (Principal Accounting Officer)
/s/ John F. Maher ---------------------------------------------------- John F. Maher, President and Chief Operating Officer
/s/ Dr. David Alexander /s/ Enrique Hernandez, Jr. --------------------------------- --------------------------------- Dr. David Alexander, Director Enrique Hernandez, Jr., Director
/s/ H. Frederick Christie /s/ Charles D. Miller --------------------------------- --------------------------------- H. Frederick Christie, Director Charles D. Miller, Director
/s/ Stephen E. Frank /s/ Dr. Alberta E. Siegel --------------------------------- --------------------------------- Stephen E. Frank, Director Dr. Alberta E. Siegel, Director
/s/ John V. Giovenco . --------------------------------- --------------------------------- John V. Giovenco, Director Willis B. Wood, Jr., Director
/s/ Firmin A. Gryp --------------------------------- Firmin A. Gryp, Director
INDEX OF
ADDITIONAL FINANCIAL DATA
Page ---- Consent of Independent Accountants S-2
S-2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-3 (Nos. 33-19884, 2-98811 and 33-60206), on Form S-4 (Nos. 33-15135 and 33-17705) and on Form S-8 (Nos. 2-67233, 2-90750, 33-6174 and 33-21469) of Great Western Financial Corporation of our report dated January 18, 1995 appearing on page 97 of this Form 10-K.
/s/ PRICE WATERHOUSE LLP
Los Angeles, California March 28, 1995
GREAT WESTERN FINANCIAL CORPORATION
EXHIBITS INDEX
Exhibit Page Number Number
10.22 Revised Form of Non Qualified Stock Option Agreement effective December 12, 1994.
10.28 Amendment to GWFC Directors', Senior Officers' and basic Deferred Compensation Plans (1992 Restatement).
10.31 Amendment to GWFC Umbrella Trust for Senior Officers effective October 25, 1994.
10.37 GWFC Retirement Restoration Plan effective January 1, 1994.
11.1 Statement re Computation of Per Share Earnings.
12.1 Computation of Ratios of Earnings to Fixed Charges.
21.1 Subsidiaries.
27.1 Financial Data Schedule.