-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oh0eHQg8T5vDgjXhqcdkeDieIR1eADsRhNAG1cTRw5te0iEfc0cjxqWNUg1AtdbD vOxD1wrFSq6lb+6vEbcFDA== 0000741511-96-000002.txt : 19960419 0000741511-96-000002.hdr.sgml : 19960419 ACCESSION NUMBER: 0000741511-96-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 DATE AS OF CHANGE: 19960418 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT WESTERN BANK CENTRAL INDEX KEY: 0000741511 STANDARD INDUSTRIAL CLASSIFICATION: 6199 IRS NUMBER: 940526940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-89769 FILM NUMBER: 96546979 BUSINESS ADDRESS: STREET 1: 9200 OAKDALE AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187758568 MAIL ADDRESS: STREET 1: 9401 OAKDALE AVE STREET 2: 9401 OAKDALE AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: GW MORTGAGE SECURITIES CORP DATE OF NAME CHANGE: 19870414 10-K 1 THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K GREAT WESTERN BANK, A FEDERAL SAVINGS BANK (as Seller and Servicer under certain Pooling and Servicing Agreements providing for the issuance of Mortgage Pass-Through Certificates, issuable in series) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 ------------------------------------------------- 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 2-89769 ------------------------------------------ GREAT WESTERN BANK, A FEDERAL SAVINGS BANK -------------------------------------------------------- (Exact name of registrant as specified in its charter) Federal Charter 95-0526940 - - ------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9200 Oakdale Avenue, Chatsworth, California 91311 - - ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (818) 775-3411 - - ------------------------------------------------------------------- (Bank's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No DOCUMENTS INCORPORATED BY REFERENCE: NONE NOTE: Registrant is filing this Annual Report on Form 10-K with reduced disclosure format pursuant to exemptive orders obtained from the Securities and Exchange Commission on September 4, 1987 and January 12, 1989. Total number of pages including exhibits = 12 Exhibit index is at page 8 PART I ITEM 1. BUSINESS. Great Western Bank, A Federal Savings Bank (the "Registrant") is filing this Annual Report on Form 10-K (the "Annual Report") in its capacity as servicer of certain adjustable rate, 1-4 unit residential loans under Pooling and Servicing Agreements (collectively, the "Agreements") between the Registrant and Banker's Trust Co. of California, as trustee (the "Trustee"), each of which established a separate mortgage loan pool (each, a "Mortgage Pool"). Mortgage Pass-Through Certificates, Class A, Series 1987-1, Series 1988-1, Series 1988-2, Series 1988-3, Series 1988-4, Series 1988-5 and Series 1989-1 (each, a "Certificate Series," and collectively, the "Class A Certificates"), have been issued pursuant to the Agreements, with each such series evidencing an undivided beneficial interest in the Mortgage Pool established by the related Agreement. In filing this Annual Report, the Registrant is using a reduced disclosure format pursuant to exemptive orders obtained from the Securities and Exchange Commission on September 4, 1987 and January 12, 1989 (the "Orders"). ITEM 2. PROPERTIES. Pursuant to the terms of the Orders, reference is hereby made to the annual statement as to compliance delivered to the Trustee with respect to the Mortgage Pools (the "Annual Statement as to Compliance"), filed as Exhibit 28.1 to this Annual Report. ITEM 3. LEGAL PROCEEDINGS. There are no material pending legal proceedings involving any Mortgage Pool, the Trustee or the Registrant relating to any Certificate Series. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No vote or consent of holders of any Certificate Series was solicited for any purpose during the calendar year covered by this Annual Report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. To the best knowledge of the Registrant, the Class A Certificates are traded in the secondary market. As of December 31, 1995, based on information provided to the Registrant by the Trustee, the Class A Certificates were held of record by the number of holders specified in the following table:
Certificate Number of Series Holders - - ----------- --------- 1987-1 7 1988-1 6 1988-2 3 1988-3 3 1988-4 5 1988-5 5 1989-1 5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Pursuant to the terms of the Orders, reference is hereby made to the annual independent public accountants' servicing report delivered to the Trustee with respect to the Mortgage Pools (the "Annual Independent Accountants' Servicing Report"), filed as Exhibit 28.2 to this Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not Applicable. PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The Registrant does not maintain records regarding persons known to it to be the record owners of more than 5% of each Certificate Series. Pursuant to the Orders, the record owners of more than 5% of each Certificate Series as of December 31, 1995 are set forth below. Such information has been provided to the Registrant by the Trustee.
Percent of Certificate Certificate Name and Address Amount Held Series Series of Record Holder of Record Held of Record - - ----------- ---------------- ------------ -------------- 1987-1 Cede & Co $115,325,000 56.4 c/o Depository Trust Co. Dividend Announcements 7 Hanover Square, 22nd Fl New York, NY 10004 1987-1 Guaranty Federal 75,150,000 36.8 Savings Bank 8333 Douglas Avenue Dallas, TX 75225 1988-1 Cede & Co 156,375,000 80.8 c/o Depository Trust Co. Dividend Announcements 7 Hanover Square, 22nd Fl New York, NY 10004 1988-1 Guaranty Federal 31,750,000 16.4 Savings Bank 8333 Douglas Avenue Dallas, TX 75225 1988-2 Cede & Co. 81,000,000 40.8 c/o Depository Trust Co. Dividend Announcements 7 Hanover Square, 22nd Fl New York, NY 10004 1988-2 Bankcan & Co. 117,450,000 59.2 Bankers Trust Company Attn. FHLB Unit 16 Wall Street New York, NY 10015 1988-3 Cede & Co. 44,300,000 44.3 c/o Depository Trust Co. Dividend Announcements 7 Hanover Square, 22nd Fl New York, NY 10004 1988-3 Guaranty Federal 55,750,000 55.7 Savings Bank 8333 Douglas Avenue Dallas, TX 75225 1988-4 Home Savings Ban 01 5,000,000 5.0 Home Savings Bank of Florida P.O. Box 2168 Hollywood, FL 33022 1988-4 Guaranty Federal 57,000,000 57.0 Savings Bank 8333 Douglas Avenue Dallas, TX 75225 1988-4 Bost & Co. 19,000,000 19.0 c/o Mellon Bank P.O. Box 3195 Pittsburgh, PA 15230-3195 1988-4 Cede & Co. 19,000,000 19.0 c/o Depository Trust Co. Dividend Announcements 7 Hanover Square, 22nd Fl New York, NY 10004 1988-5 Cede & Co. 66,000,000 66.0 c/o Depository Trust Co. Dividend Announcements 7 Hanover Square, 22nd Fl New York, NY 10004 1988-5 Guaranty Federal 33,050,000 33.0 Savings Bank 8333 Douglas Avenue Dallas, TX 75225 1989-1 Cede & Co. 68,000,000 68.0 c/o Depository Trust Co. Dividend Announcements 7 Hanover Square, 22nd Fl New York, NY 10004 1989-1 Anchor Savings Bank, FSB 16,000,000 16.0 c/o Dime Savings Bank of New York European American Bank Plaza East Tower - 13th Floor Uniondale, NY 11556-0123 Attn: Investment Acctg. 1989-1 Guaranty Federal 15,000,000 15.0 Savings Bank 8333 Douglas Avenue Dallas, TX 75225 /TABLE PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) and (c) Exhibits. Pursuant to the Orders, the Registrant includes as exhibits to this Annual Report the Annual Statement as to Compliance and the Annual Independent Accountants' Servicing Report.
Exhibit No. - - ------- 28.1 Annual Statement as to Compliance for Certificate Series 1987-1 through 1989-1 28.2 Annual Independent Accountants' Servicing Report for Certificate Series 1987-1 through 1989-1. SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934. No annual report or proxy material with respect to the period covered by this Annual Report on Form 10-K has been sent to the holders of the Class A Certificates. 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 BANK, A FEDERAL SAVINGS BANK /s/John F. Maher March 26, 1996 - - ----------------------------- -------------- John F. Maher, President Date and Chief Executive POWER OF ATTORNEY Each person whose signature appears below hereby authorizes John F. Maher, Carl F. Geuther and Barry R. Barkley, 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 26, 1996, by the following persons on behalf of the registrant and in the capacities indicated. /s/ John F. Maher - - --------------------------------------------- John F. Maher, President and Chief Executive (Principal Executive Officer) /s/ Carl F. Geuther - - ------------------------------------------------------------------ Carl F. Geuther, Executive Vice President, Chief Financial Officer (Principal Financial Officer) /s/ Barry R. Barkley - - ---------------------------------------------------- Barry R. Barkley, Senior Vice President, Controller (Principal Accounting Officer) /s/ James F. Montgomery - - ------------------------------------------------------- James F. Montgomery, Director and Chairman of the Board /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 /s/ Willis B. Wood, Jr. - - --------------------------------- --------------------------------- John V. Giovenco, Director Willis B. Wood, Jr., Director /s/ Firmin A. Gryp - - ------------------------------- Firmin A. Gryp, Director EXHIBIT INDEX Sequentially Exhibit Numbered No. DESCRIPTION Page - - ------- ------------------------------------------------- ------------ 28.1 Annual Statement as to Compliance for Certificate 9 Series 1987-1 through 1989-1 28.2 Supplemental Report of Independent Accountants on 10 Agreed Upon Procedures Relating to Requirements of Certain Pooling and Servicing Agreements
EX-28.1 2 EXHIBIT 28.1 ANNUAL STATEMENT AS TO COMPLIANCE Bruce F. Antenberg, Senior Vice President and Treasurer and E. S. Lyons, Senior Vice President, both of Great Western Bank, A Federal Savings Bank (the "Bank"), pursuant to Section 3.10 of certain Pooling and Servicing Agreements between the Bank, as seller and servicer, and Banker's Trust Co. of California, as trustee, dated as of the respective dates set forth below (the "Pooling and Servicing Agreements") pursuant to which Mortgage Pass-Through Certificates of the indicated Series were issued:
Date of Pooling and Mortgage Pass-Through Servicing Agreement Certificates, Series ------------------- --------------------- July 1, 1987 1987-1 March 1, 1988 1988-1 April 1, 1988 1988-2 June 1, 1988 1988-3 August 1, 1988 1988-4 December 1, 1988 1988-5 January 1, 1989 1989-1
do hereby certify that: (i) a review of the activities of the Bank for the year ended December 31, 1995 and of performance under the Pooling and Servicing Agreements has been made under our supervision, and (ii) to the best of our knowledge, based on such review, the Bank has fulfilled all of its obligations under each Pooling and Servicing Agreement throughout such year. IN WITNESS WHEREOF, we have hereunto signed our names as of this 29th day of March 1996. /s/ Bruce F. Antenberg - - ------------------------------ Bruce F. Antenberg Senior Vice President and Treasurer /s/ E. S. Lyons - - ------------------------------ E. S. Lyons Senior Vice President EX-28.2 3 EXHIBIT 28.2 SUPPLEMENTAL REPORT OF INDEPENDENT ACCOUNTANTS ON AGREED UPON PROCEDURES RELATING TO REQUIREMENTS OF CERTAIN POOLING AND SERVICING AGREEMENTS FOR MORTGAGE PASS-THROUGH CERTIFICATES March 29, 1996 To the Board of Directors Great Western Bank, a Federal Savings Bank At your request, we have performed the procedures enumerated below with respect to the mortgage operations of Great Western Bank, a Federal Savings Bank (a wholly-owned subsidiary of Great Western Financial Corporation) and its subsidiaries (the Bank) as of December 31, 1995, in connection with the following Adjustable Rate Mortgage Pass-Through Certificates (collectively, the Certificates):
Date of Pooling and Mortgage Pass-Through Servicing Agreement: Certificates, Series: - - -------------------- --------------------- July 1, 1987 1987-1 March 1, 1988 1988-1 April 1, 1988 1988-2 June 1, 1988 1988-3 August 1, 1988 1988-4 December 1, 1988 1988-5 January 1, 1989 1989-1
Our review was made solely to assist you in evaluating whether the mortgage operations relating to the Certificates of the Bank are in compliance with the related requirements of the Pooling and Servicing Agreements (the Agreements), and our report is not to be used for any other purpose. It is understood that this report is solely for your information and that of the trustees and holders of the Certificates and is not to be referred to or distributed for any purpose to anyone who is not a member of management of the Bank or those parties mentioned above, except that it may be included in documents pertaining to reporting requirements of the Securities Exchange Act of 1934. The procedures we performed are summarized as follows: 1. We obtained representation from the management of the Bank that it has not received any unfavorable findings or been suspended by any investor, regulatory agency, or the Department of Housing and Urban Development at any time during the twelve month period ended December 31, 1995. 2. We compared the fidelity and mortgagee's errors and omissions insurance policies maintained by the Bank with the coverage requirements set forth in the "Compliance Reporting Guide" (March 1993), as amended by specific waivers contained in the February 14, 1995 Master Agreement with Freddie Mac which reduced coverage requirements and deductible amounts. We determined that the coverage was sufficient for the Bank to continue operating as a Freddie Mac Seller/Servicer as required by the Pooling and Servicing Agreements. 3. We read the title of the general ledger accounts used for certificate funds and noted that custodial funds for each Certificate Series are segregated into separate general ledger accounts which are adequately titled to identify the purpose of the account. Management has represented to us that the balances included in the Certificate general ledger accounts are insured by the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation. 4. We compared the aggregate principal balance of the mortgage loans on the individual monthly Certificates' mortgage trial balances of the Bank as of June 15, 1995 for Certificate Series 1988-2 and as of June 30, 1995 for Certificate Series 1987-1, 1988-1, 1988-3, 1988-4, 1988-5 and 1989-1 to the amounts reported on the Bank's Statements to Certificateholders dated July 10, 1995 and July 25, 1995, respectively, and determined that they agreed. Because the above procedures do not constitute an audit conducted in accordance with generally accepted auditing standards, we do not express and opinion on any of the accounts or items referred to above. In connection with the procedures referred to above, no matters came to our attention that caused us to believe that the specified accounts or items should be adjusted. Had we performed additional procedures with respect to the mortgage operations of the Bank in connection with the Certificates, matters might have come to our attention that would have been reported to you. This report relates only to the accounts and items specified above and does not extend to any financial statements of the Bank, taken as a whole. Yours very truly, /s/ PRICE WATERHOUSE LLP -----END PRIVACY-ENHANCED MESSAGE-----