-----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, NT0ih0VinK4FjRU0Hkz92+CZPDYDfYHy7IzNhYPPsFnibhP5+a9d7nuPt9Na/9rC PgXqHnKAFF/FapDoLQj66w== 0000741511-97-000001.txt : 19970401 0000741511-97-000001.hdr.sgml : 19970401 ACCESSION NUMBER: 0000741511-97-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT WESTERN BANK CENTRAL INDEX KEY: 0000741511 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [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: 97571412 BUSINESS ADDRESS: STREET 1: 9200 OAKDALE AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187758568 MAIL ADDRESS: STREET 1: 9200 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, 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 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 = 14 Exhibit index is at page 10 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, 1996, 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 5 1988-1 6 1988-2 3 1988-3 3 1988-4 4 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, 1996 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 $118,825,000 58.1 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 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. 24,000,000 24.0 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 Supplemental Report of Independent Accountants on Agreed Upon Procedures Relating to Requirements of Certain Pooling and Servicing Agreements for Mortgage Pass-Through Certificates 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 31, 1997 - ----------------------------- -------------- 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 31, 1997, 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 Officer (Principal Executive Officer) /s/ Carl F. Geuther - ------------------------------------------------------------------ Carl F. Geuther, Vice Chairman and Chief Financial Officer (Principal Financial Officer) /s/ Barry R. Barkley - ---------------------------------------------------- Barry R. Barkley, Senior Vice President and 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 11 Series 1987-1 through 1989-1 28.2 Supplemental Report of Independent Accountants on 13 Agreed Upon Procedures Relating to Requirements of Certain Pooling and Servicing Agreements for Mortgage Pass-Through Certificates
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, 1996 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 31st day of March 1997. /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 21, 1997 To the Board of Directors and Management of Great Western Bank, a Federal Savings Bank 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, 1996, in connection with the Bank's role as Master Servicer for 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
The procedures enumerated below have been performed solely to assist the users in evaluating management's assertion about the Bank's compliance with the requirements of the Pooling and Servicing Agreements as outlined above (the Agreements), included in its representation letter dated March 21, 1997. The Agreements are between the Bank (the Seller and Servicer) and Bankers Trust Company of California (the successor Trustee to Bank of America). This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the specified users of the report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures that 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, 1996. 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 February 27, 1995 Master Agreement with Federal Home Loan Mortgage Corporation (Freddie Mac) as renewed on February 27, 1996. We determined that the coverage was sufficient for the Bank to continue operating as a Freddie Mac Seller/Servicer as required by the Agreements. 3. We read the title for each demand deposit account (DDA) used for the seven Certificates as outlined above and determined that it was adequately titled to identify the purpose of the account. We further verified that each of the DDA was held at the Bank which is 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 Bank's Monthly Accounting Report (CPI report #62-C) as of September 30, 1996 for each of the seven Certificate Series to the balance reported on the Statements to Certificate holders of Great Western Bank dated October 25, 1996, and determined that the balances agreed. We were not engaged to, and did not, perform an examination, the objective of which would be the expression of an opinion on management's compliance with the requirements of the Agreements. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the use of the Board of Directors, management and the Trustee and should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purpose. However, the report may be included in documents pertaining to reporting requirements of the Securities Exchange Act of 1934. Yours very truly, /s/ PRICE WATERHOUSE LLP Los Angeles, California March 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----