-----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, S8ZBCdLMPQzNprU60tnU3n9hN7iYNJBV2dhFXQyF72wcvuoJJTfA34G3PHLG2QrX VU4T5Lg/i4RBU6ICUZRDHQ== 0000765878-96-000001.txt : 19960229 0000765878-96-000001.hdr.sgml : 19960229 ACCESSION NUMBER: 0000765878-96-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19960228 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR FINANCE INC CENTRAL INDEX KEY: 0000765878 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 510284188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-96733 FILM NUMBER: 96526727 BUSINESS ADDRESS: STREET 1: 1105 N MARKET ST STREET 2: BOX 8985 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3024277650 MAIL ADDRESS: STREET 1: THREE GATEWAY CENTER - EIGHT NORTH CITY: PITTSBURGH STATE: PA ZIP: 15222 10-K 1 February 15, 1996 OFIS Filer Support Mail Stop 0-7 SEC Operations Center 6432 General Green Way Alexandria, VA 22312-2413 RE: Form 10-K Dollar Finance, Inc. Gentlemen: In compliance with filing requirements, Dollar Finance, Inc. is electronically submitting Form 10-K for the fiscal year ending November 30, 1995. I can be reached at (412) 261-8166 if there is a problem receiving this transmission. Very truly yours, Thomas A. Kobus Treasurer SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: Commission File No: November 30, 1995 2-96733 DOLLAR FINANCE, INC. (Exact name of Registrant as specified in its charter) Delaware 51-0284188 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1105 North Market Street Box 8985 Wilmington, Delaware 19899 (Address of principal executive offices with zip code) Registrant's telephone number, including area code: (302) 427-7650 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 [ ] All shares of the voting stock are held by an affiliate of the registrant. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at February 15, 1996 ------------------------------ ---------------------------- Common Stock, $1.00 par value 60 shares DOLLAR FINANCE, INC. Form 10-K Index Page No. Part I - ------ Item l - Business . . . . . . . . . . . . . . . . . . . . . . . 3 Item 2 - Properties . . . . . . . . . . . . . . . . . . . . . . 5 Item 3 - Legal Proceedings . . . . . . . . . . . . . . . . . . . 5 Item 4 - Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . 5 Part II - ------- Item 5 - Market for Registrant's Common Equity and Related Security Holder Matters . . . . . . . . . 6 Item 6 - Selected Financial Data . . . . . . . . . . . . . . . . 7 Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . 8 Item 8 - Financial Statements and Supplementary Data . . . . . . 10 Item 9 - Changes In and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . 24 Part III - -------- Item 10 - Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . 25 Item 11 - Executive Compensation . . . . . . . . . . . . . . . . 26 Item 12 - Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . 26 Item 13 - Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . 26 Part IV - ------- Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . 27 PART I Item l - Business -------- Description of Business - ----------------------- Dollar Finance, Inc. (the "Registrant") is a Delaware Corporation incorporated on March 22, 1985 for the limited purpose of issuing shares of Market Auction Preferred Stock ("MAPS") and managing certain required assets. The business of Registrant is to purchase, acquire, own, hold, invest in, sell, trade and exchange required assets and to use the income generated by such required assets to pay dividends on its shares of MAPS and on its common stock and to acquire additional required assets. Such assets may include cash, Federal National Mortgage Association ("FNMA") mortgage pass-through certificates, Federal Home Loan Mortgage Corporation ("FHLMC") mortgage participation certificates, Government National Mortgage Association ("GNMA") modified pass-through mortgage-backed certificates, collateralized mortgage certificates, certain short-term money market instruments, U.S. Treasury Securities and certain other securities not adversely affecting the current rating on the shares of MAPS by Moody's and Standard & Poors. All of the 60 outstanding shares of common stock of Registrant are owned by Dollar Bank, a federal mutual savings bank located in Pittsburgh, Pennsylvania. Registrant was organized pursuant to a regulation of the Federal Home Loan Bank Board which authorized a federal savings bank to establish a finance subsidiary subject to certain conditions and limitations set forth in the regulation. Registrant is subject to examination by the Office of Thrift Supervision. The shares of MAPS are not guaranteed by Dollar Bank or any affiliate of Registrant or insured by the Federal Deposit Insurance Corporation ("FDIC") or any other government agency or instrumentality. The initial capitalization of Registrant occurred on March 28, 1985 when Dollar Bank purchased 100 shares of common stock for $10,000 in cash and subsequently contributed an additional $75,000 in cash to Registrant on May 13, 1985. Dollar Bank contributed approximately $59,300,000 of required assets to Registrant at market value on May 23, 1985, consisting of FNMA certificates and GNMA certificates. On February 26, 1987, Registrant purchased 40 shares of its outstanding common stock from Dollar Bank for $30,000,000 in cash. Dollar Bank may, but has no obligation to, make additional capital contributions to the Registrant, even if the required asset coverage or the dividend coverage is not met. Any additional capital contribution would be subject to Office of Thrift Supervision regulations which limit the amount of assets that a federal savings bank may transfer or make available to a finance subsidiary. On May 28, 1985, Registrant issued 750 shares of Market Auction Preferred Stock at a purchase price of $100,000 per share. From the proceeds of the MAPS issue, net of underwriting costs, Registrant purchased an additional $72,100,000 of required assets from Dollar Bank at market value, consisting of FNMA, GNMA and FHLMC certificates, U.S. Treasury securities and short-term instruments. The composition of the required assets may vary from time to time as a result of economic factors and the Registrant's then-current investment policies. Registrant's Certificate of Incorporation also authorizes it to incur, under certain limited circumstances, secured and unsecured indebtedness for borrowed money of an aggregate amount not exceeding $5,000,000 and to incur additional indebtedness in the form of reverse repurchase agreements. Holders of the shares of MAPS are entitled to receive cumulative cash dividends out of Registrant's retained earnings at the conclusion of each dividend period, generally consisting of 49 days. The applicable dividend rate for each dividend period subsequent to the initial period ended July 18, 1985 is determined by the result of auction procedures in which persons determine to hold or offer to purchase or sell shares of MAPS based on the dividend rates bid by them. An auction is held on the business day preceding the first day of a dividend period. The maximum applicable dividend rate that results from an auction will not be greater than 110%, or under certain circumstances 125%, of the 60-day "AA" Composite Commercial Paper Rate in effect on the date of the auction. In order to protect the rights of the holders of MAPS, Registrant must have required asset coverage and dividend coverage on each Evaluation date. Evaluation dates occur on the date of original issue, each dividend payment date and each date which is 25 days preceding the next dividend payment date. Required asset coverage is that condition in which Registrant has required assets (defined above) with a value equal to or greater than the product of (a) $100,000 and (b) the number of shares of MAPS then outstanding. The shares of MAPS are subject to mandatory redemption if the required asset coverage is not met or restored as required or if any portion of the dividends paid on MAPS constitute a return of capital for federal income tax purposes. As of each Evaluation date, Registrant calculates the value of its U.S. Treasury securities and short-term money market instruments maturing before the next dividend payment date and cash to assure that their aggregate adjusted value is at least equal to the dividend coverage amount for the dividend period (normally 49 days) at the applicable dividend rate then in effect. Calculations used in determining the value of required assets and adjusted value of dividend coverage assets are set forth in the Registration Statement on Form S-11. Except as provided in Registrant's Certificate of Incorporation and as required by law, the holders of shares of MAPS have no voting rights. Registrant has the option of redeeming the shares of MAPS, in whole or in part, on any dividend payment date, provided that the dividend payable on such payment date has been declared by the Board of Directors before any action is taken to redeem shares of MAPS. Registrant may not purchase or sell shares of MAPS in an auction, but can purchase or sell any shares of MAPS outside of an auction at any price, provided that Registrant is current in the payment of dividends on the MAPS and the required asset coverage and dividend coverage is met after giving effect to such purchase. Any shares of MAPS redeemed, purchased or otherwise acquired by Registrant shall not be reissued and shall be retired. On November 13, 1995, Registrant redeemed 750 shares of MAPS at a price of $100,000 per share plus accrued and unpaid dividends of $548.04 per share. Item 2 - Properties ---------- Registrant's principal executive office is located at 1105 North Market Street, Wilmington, Delaware. Registrant rents office space at this location and currently owns no property. Item 3 - Legal Proceedings ----------------- Registrant is not currently involved, nor has it been involved in any legal proceedings since its inception. Item 4 - Submission of Matters to a Vote of Security Holders --------------------------------------------------- No matters were submitted to a vote of security holders of Registrant during the of Registrant's fiscal year. PART II Item 5 - Market for Registrant's Common Equity and Related Security Holder Matters ------------------------------------------------- All 60 shares of Registrant's $1.00 par value common stock currently outstanding are owned by Dollar Bank, a federal savings bank, an affiliate of Registrant. None of the common shares are traded on any stock exchange or in the over-the-counter market. As long as any shares of MAPS are outstanding, Registrant may not pay any dividends on its common shares or engage in any other transaction relating to its common stock, except if: a. such transaction is on an Evaluation date; b. the required asset coverage and dividend coverage would be met immediately after the transaction as of this Evaluation Date; c. full cumulative dividends on MAPS for all past dividend periods ended on or prior to this Evaluation date have been declared and paid or set aside for payment; d. immediately after such transaction, Registrant would have retained earnings of a least $7,500,000; and e. Registrant has complied with any mandatory redemption provision. Registrant paid $15,000,000, $8,000,000, $10,000,000, $2,400,000 and $7,200,000 in cash dividends on its common stock during fiscal 1992, 1990, 1989, 1987 and 1986, respectively, and has maintained the necessary retained earnings level. No common stock dividends were paid in fiscal 1995, 1994, 1993, 1991 and 1988. On February 26, 1987, Registrant purchased 40 of its 100 outstanding shares of common stock from Dollar Bank for $30,000,000 in cash. Copies of this 10-K filing are available to shareholders without charge upon request. Contact: Treasurer of Dollar Finance, Inc., 1105 North Market Street, P.O. Box 8985, Wilmington, Delaware 19899. Item 6 - Selected Financial Data ----------------------- ($-In Thousands)
Year Ended Year Ended Year Ended Year Ended Year Ended 11/30/95 11/30/94 11/30/93 11/30/92 11/30/91 ---------- ---------- ---------- ---------- ---------- Interest Income $ 9,437 $ 6,120 $ 6,178 $ 8,887 $ 11,345 Non-Interest Income/(Loss) 1,369 (566) 903 73 7,379 -------- -------- -------- -------- -------- 10,806 5,554 7,081 8,960 18,724 Less: Expenses 3,962 2,114 2,336 3,213 4,091 -------- -------- -------- -------- -------- NET INCOME $ 6,844 $ 3,440 $ 4,745 $ 5,747 $ 14,633 ======== ======== ======== ======== ======== Net Income Per Common Share $ 60 $ 16 $ 45 $ 55 $ 176 ======== ======== ======== ======== ======== Net Income Per Common Share (based on Net Income Less Preferred Stock Dividends Paid and Accrued) $ 60 $ 16 $ 45 $ 55 $ 176 ======== ======== ======== ======== ======== Preferred Stock Dividends Paid $ 3,231 $ 2,168 $ 1,929 $ 2,174 $ 3,865 Preferred Stock Dividends Accrued but not Paid 0 334 142 253 205 -------- -------- -------- -------- -------- Total Preferred Stock Dividends $ 3,231 $ 2,502 $ 2,071 $ 2,427 $ 4,070 Common Stock Dividends Paid $ 0 $ 0 $ 0 $ 15,000 $ 0 Cash Dividends Per Common Share $ 0 $ 0 $ 0 $ 250 $ 0 At At At At At 11/30/95 11/30/94 11/30/93 11/30/92 11/30/91 -------- -------- -------- -------- -------- Total Assets $ 51,598 $136,566 $135,676 $129,519 $138,190 Total Equity Capital $ 51,283 $122,416 $122,752 $118,837 $130,517 Preferred Stock $ 0 $ 75,000 $ 75,000 $ 75,000 $ 75,000 Financial Statements for years through 1991 were restated for the Adoption of FASB Statement No. 109, with the cumulative effect of $3,723,000 determined as of 12/1/90. The Company also adopted FASB Statement No. 115 at November 30, 1993. Prior years were not restated. See Note 2 to the Financial Statements.
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations ------------------------------------------------- Results of Operations: - --------------------- For the year ended November 30, 1995, Dollar Finance, Inc. ("Registrant") reported net income of $6,844,000 or $60,000 per share after deducting dividends on the shares of Market Auction Preferred Stock ("MAPS"). Net income for fiscal 1994 was $3,440,000, or $16,000 per share after deducting MAPS dividends and for fiscal year 1993, $4,745,000, or $45,000 per share after deducting MAPS dividends. Operating income has consisted of interest earned on required assets, including mortgage-backed securities, U.S. Treasury securities and short-term money market instruments, consisting of commercial paper, certificates of deposit, treasury bills and other time deposits. Additional income/(loss) was recognized during 1995, 1994, and 1993 from security transactions in which Registrant sold mortgage-backed securities back to Dollar Bank at market value, resulting in gains/(losses) of $1,369,139, $(565,962) and $902,975, respectively. These gains/(losses) are the result of security sales undertaken by the Registrant in actively managing its investment portfolio in light of changes in market interest rates, and most recently, securities were sold during 1995 to provide funds for the redemption of the 750 MAPS shares on November 13, 1995. Professional fee expense incurred during each year consisted largely of broker commission charges of approximately $25,500 incurred on each MAPS dividend payment date. Retained earnings of Registrant have been reduced by the amount of MAPS dividends paid and accrued during the three fiscal years. These dividends amounted to $3,231,000 in 1995, $2,502,000 in 1994, and $2,071,000 in 1993. The applicable dividend rates on MAPS dividends at November 30, 1994 and 1993 were 3.814% and 3.09%, respectively. There were no MAPS shares outstanding as of November 30, 1995. During 1993, Registrant changed its method of accounting for income taxes from the deferred method to the liability method required by FASB Statement No. 109, "Accounting for Income Taxes." As permitted under the new rules, prior years through 1990 were restated. Retained earnings were restated to reflect the cumulative effect of the change in accounting for income taxes as a result of retroactively applying FASB Statement No. 109 to 1990. The Company also adopted FASB Statement No. 115 during 1993. The year end retained earnings for 1995, 1994 and 1993 increased/(decreased) by approximately $221,000, $(35,000) and $1,241,000, respectively for the impact of applying FASB Statement No. 115, which requires that the unrealized gains (losses), net of taxes, on investment securities available for sale be recognized as a separate component of capital. The net unrealized gain/(loss) for 1995, 1994 and 1993 of $360,000, $(57,000) and $2,068,000 is shown net of deferred federal income tax/(benefit) of $1,000, $(22,000) and $827,000, respectively. The deferred tax liability/(benefit) of $139,000, $(22,000) and $827,000 represents the taxes to be paid/(refunded) in future years on the temporary difference between the financial statement and tax return values of investment securities available for sale as of November 30, 1995, 1994 and 1993, respectively. For financial statement purposes, these investment securities have been recorded at market value in accordance with FASB Statement No. 115. For tax purposes they are carried at net book value. The deferred tax liability/(benefit) reflected in fiscal 1995, 1994 and 1993 is not included in the total tax provision for the year since, in accordance with Statement 115, it is properly reflected as a component of equity capital, and consequently has no impact on net income for the year. Due to the redemption of the MAPS shares on November 13, 1995, the Registrant is relieved of the required asset and dividend coverage provisions of the MAPS Agreement. Liquidity: - --------- The principal sources of short-term liquidity are principal and interest generated from the investment in Registrant's short-term assets and mortgage- backed securities. The Registrant also manages its liquidity position by maintaining adequate levels of liquid assets, such as time deposits and securities available for sale. Additional liquidity is available through the Registrant's ability to incur, under certain limited circumstances, secured and unsecured indebtedness for borrowed money of an aggregate amount not exceeding $5,000,000 and to incur additional indebtedness in the form of reverse repurchase agreements. Registrant possesses dividend coverage assets consisting of short-term money market instruments with remaining maturities not in excess of the number of days until the next MAPS dividend payment, and cash. As of each Evaluation date, Registrant will calculate the aggregate adjusted value of its dividend coverage assets to assure that this value is at least equal to the required dividend coverage amount. Registrant is required to maintain required assets with a market value in excess of the product of the current liquidation value per share and the number of MAPS shares outstanding. This requirement provided liquidity necessary for the redemption of MAPS shares on November 13, 1995. Due to the redemption of the MAPS shares on November 13, 1995, the Registrant is relieved of the required asset and dividend coverage provisions of the MAPS Agreement. Item 8 - Financial Statements and Supplementary Data ------------------------------------------- Index to Financial Statements ----------------------------- Page No. ----- Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 11 Financial Statements: Statements of Condition, November 30, 1995 and November 30, 1994 . . . . . . . . . . . . . . . . . . . . . . 12 Statements of Earnings, For the Years Ended November 30, 1995, November 30, 1994, and November 30, 1993 . . . . . . . . . . . . . . . . . . . . . . 13 Statements of Changes in Equity Capital, For the Years Ended November 30, 1995, November 30, 1994, and November 30, 1993 . . . . . . . . . . . . . . . . . . . . 14 Statements of Cash Flows, For the Years Ended November 30, 1995, November 30, 1994, and November 30, 1993 . . . . . . . . . . . . . . . . . . . . . . 15 Notes to Financial Statements . . . . . . . . . . . . . . . . 16 Ernst & Young, LLP One Oxford Centre Pittsburgh, PA 15219 Phone: (412) 644-7800 Report of Independent Auditors Board of Directors Dollar Bank, Inc. We have audited the financial statements of Dollar Finance, Inc., a wholly- owned subsidiary of Dollar Bank, a federal savings bank, listed in the accompanying index to financial statements on page 10. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements listed in the accompanying index to financial statements on page 10 present fairly, in all material respects, the financial position of Dollar Finance, Inc. at November 30, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 1995 in conformity with generally accepted accounting principles. Ernst & Young, LLP January 12, 1996 Dollar Finance, Inc. Statements of Condition ($-In Thousands)
Nov. 30, 1995 Nov. 30, 1994 ------------ ------------- ASSETS: - ------------------------- Cash $ 78 $ 17 Time Deposits 0 16,496 Commercial Paper 0 18,120 U.S. Government Agency Securities 1,404 54,824 ------------ ------------- Total Cash and Cash Equivalents 1,482 89,457 Mortgage-Related Securities Available for Sale (Carried at Market Value) 49,893 22,166 Mortgage-Related Securities Held to Maturity (Market Value of $22,256 in 1994) 0 22,904 ---------- ------------ Total Mortgage-Related Securities 49,893 45,070 Accrued Interest Receivable 223 785 Security Receivable 0 1,232 Other Assets 0 22 ------------ ----------- Total Assets $ 51,598 $ 136,566 ============ ============ LIABILITIES: - --------------------------- Accrued Preferred Stock Dividends $ 0 $ 334 Income Taxes Payable - Dollar Bank 172 13,816 Deferred Income Taxes 143 0 ------------ ----------- Total Liabilities 315 14,150 EQUITY CAPITAL: - ---------------------------- Preferred Stock (No par value, 750 shares authorized, 750 shares issued and outstanding, liquidation value per share, $100,000) 0 750 Common Stock ($1.00 par value, 100 shares authorized and 100 shares issued) 0 0 Additional Paid-In Capital/ Preferred Stock 0 74,250 Additional Paid-In Capital/Common Stock 59,386 59,386 Unrealized Gain(Loss) on Available for Sale Securities, Net of Tax 221 (33) Retained Earnings 21,676 18,063 ---------- ---------- 81,283 152,416 Treasury Stock at Cost (40 shares at November 30, 1995 and at November 30, 1994 (30,000) (30,000) ------------ ------------ Total Equity Capital 51,283 122,416 ------------ ------------ Total Liability & Equity Capital $ 51,598 $ 136,566 ============ ============ See accompanying notes to financial statements.
Dollar Finance, Inc. Statements of Earnings ($-In Thousands)
Year Ended Year Ended Year Ended 11/30/95 11/30/94 11/30/93 -------- ------- ---------- INCOME: - ---------------------- Short Term Investments: Interest on Money Market Fund $ 2 $ 0 $ 0 Interest on U.S Government Agency Securities 222 143 0 Interest on Commercial Paper 243 28 7 Interest on Time Deposits 509 414 396 Interest on U.S. Treasury Securities 26 186 0 ------- ------ ------ Total Short Term Investments 1,002 771 403 Investment Securities: - ---------------------- Interest on Collaterized Mortgage Obligations 6,761 0 0 Interest on Mortgage-Backed Securities 1,674 5,349 5,775 ------ ------ ------ Total Investment Securities 8,435 5,349 5,775 Other Income: - ------------- Gains/(Losses) on Securities Transactions 1,369 (566) 903 ----- ----- ----- Total Income 10,806 5,554 7,081 EXPENSES: - --------------------- Occupancy 5 7 1 Professional Fees 248 252 263 Other Expenses 5 3 11 ----- ----- ----- Total Expenses 258 262 275 ----- ----- ----- INCOME BEFORE INCOME TAXES 10,548 5,292 6,806 Income Tax Expense - Federal 3,704 1,852 2,061 ----- ----- ----- NET INCOME $6,844 $3,440 $4,745 ====== ====== ====== Net Income Per Common Share (based on Net Income Less Preferred Stock Dividends Paid and Accrued) $ 60 $ 16 $ 45 ====== ====== ====== Weighted Average Common Share Outstanding 60 60 60 ====== ===== ====== See accompanying notes to financial statements.
Dollar Finance, Inc. Statement of Changes in Equity Capital ($-In Thousands - except dividends per share amounts)
PREFERRED STOCK COMMON STOCK TREASURY STOCK ================================ ======================== ==================== =================== Unrealized Gain(Loss) on Additional Additional Available for Paid-In Paid-In Sale Secur. Retained Shares Amount Capital Shares Amount Capital Net of Tax Earnings Shares Amount Total ------ ------ ---------- ------ ------ --------- ----------- -------- ------ ------ ------- Balance at 11/30/92 750 $750 $74,250 100 0 $59,386 0 $14,451 (40) $(30,000) $118,837 1993 Activity - ------------- Net Income 4,745 4,745 Preferred Stock Dividends ($2,761.33) per Share) (2,071) (2,071) Unrealized Gain on Securities ($2,068) Net of Federal Income Tax ($827) 1,241 1,241 ___ ____ ________ ___ ____ ________ ___________ ________ _____ _________ ________ Balance at 11/30/93 750 $750 $74,250 100 0 $59,386 $1,241 $ 17,125 (40) $(30,000) $122,752 1994 Activity - ------------- Net Income $ 3,440 $ 3,440 Preferred Stock Dividends ($3,336.00 per Share) (2,502) (2,502) Unrealized Loss on Securities Available for Sale ($2,123) Net of Federal Income Tax Benefit ($849) (1,274) (1,274) --- ---- -------- ---- ---- -------- ---------- --------- ----- ---------- --------- Balance at 11/30/94 750 $750 $74,250 100 0 $59,386 $ (33) $18,063 (40) $(30,000) $122,416 1995 Activity - ------------- Net Income 6,844 6,844 Preferred Stock Dividends ($4,308.00 per Share) (3,231) (3,231) Unrealized Gain on Securities Available for Sale ($412) Net of Federal Income Tax ($158) 254 254 Redemption of Preferred Stock (750) (750) (74,250) (75,000) ___ ___ ________ ____ ____ _________ _______ _______ _____ __________ _______ Balance at 11/30/95 0 $ 0 $ 0 100 0 $59,386 $221 $21,676 (40) $(30,000) $ 51,283 Fiscal year 11/30/92 restated for the adoption of FASB Statement 109. See accompanying notes to financial statements.
Dollar Finance, Inc. Statements of Cash Flows ($-In Thousands)
Year Ended Year Ended Year Ended 11/30/95 11/30/94 11/30/93 ---------- ---------- ---------- OPERATING ACTIVITIES Net Income $ 6,844 $ 3,440 $ 4,745 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Accrued Preferred Stock Dividends (334) (142) (253) Amortization of Discounts & Premiums on Investment Securities (2,405) 1,242 594 Decrease in Interest Receivable 562 90 143 Increase/(Decrease) in Income Taxes Payable (13,644) 1,861 1,526 Investment Securities (Gains)/ Losses (1,369) 566 (903) ----- ----- ----- NET CASH PROVIDED BY OPERATING ACTIVITIES $(10,346) $ 7,057 $ 6,286 INVESTING ACTIVITIES Proceeds from Sales of Securities Available for Sale 22,018 72,290 35,886 Proceeds from Sales of Securities Held to Maturity 62,289 0 0 Principal Payments on Securities 11,373 29,046 38,350 Purchase of Investment Securities Held to Maturity (96,310) (23,914) (87,960) (Increase)/Decrease in Security Sale Receivable 1,232 844 (579) Redemption of Preferred Stock (75,000) 0 0 -------- ------- ------ NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES (74,398) 78,266 (14,303) FINANCING ACTIVITIES Cash Dividends Paid on Preferred Stock (3,231) (2,168) (1,929) Cash Dividends Paid on Common Stock 0 0 0 ------- ------ ------- NET CASH USED BY FINANCING ACTIVITIES (3,231) (2,168) (1,929) ------- ----- ------- INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (87,975) 83,155 (9,946) Cash and Cash Equivalents at Beginning of Year 89,457 6,302 16,248 ------- ------ ------ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,482 $ 89,457 $ 6,302 ======== ======= ======= See accompanying notes to financial statements.
Dollar Finance, Inc. Notes to Financial Statements 1. Summary of Significant Accounting Policies ------------------------------------------ The accounting and reporting policies and practices of Dollar Finance, Inc., a wholly owned subsidiary of Dollar Bank, a federal savings bank (Dollar Bank), follow generally accepted accounting principles. The major reporting policies and practices are summarized below. Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents ------------------------- Cash and cash equivalents presented within the Statement of Cash Flows include cash and short-term investments with original maturities of less than 90 days. Required Assets --------------- Required assets may include cash, FNMA certificates, FHLMC certificates, collateralized mortgage obligations, GNMA certificates, certain short-term money market instruments, U.S. Treasury securities and other securities not adversely affecting the current rating on the shares of Market Auction Preferred Stock ("MAPS") by Moody's and Standard & Poors. Money Market Investments ------------------------ Commercial paper is valued at cost, which is calculated as par value less interest receivable at maturity. Cost closely approximates market value due to the short-term nature of these instruments. Certificates of deposit and other time deposits are recorded at their purchase price. Investment Securities --------------------- Investment securities consist of mortgage-backed securities which include FNMA pass-through certificates, FHLMC participation certificates, collateralized mortgage obligations, and GNMA modified pass-through certificates. As outlined in Note 2, in 1995 and 1994 these instruments are stated at market value if classified as available for sale, or cost, adjusted for amortization of premiums and accretion of discounts if held to maturity. Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Payments on mortgage-backed securities are received monthly and are applied accordingly to interest income and principal reduction. Transactions involving mortgage-backed securities are accounted for on the identified certificate basis. Accrued Interest Receivable --------------------------- Income to be received from interest payments on money market investments and investment securities is accrued on a monthly basis. Accrued Preferred Stock Dividends --------------------------------- Cash dividends on the shares of MAPS outstanding are accrued on a monthly basis and charged against retained earnings at the current applicable annual dividend rate determined through auction procedures. Net Income Per Common Share --------------------------- Net income per common share is calculated by dividing (a) net income less preferred stock dividends paid and accrued by (b) the weighted average number of common shares outstanding during the period. 2. Accounting Changes ------------------ In February 1992, the Financial Accounting Standards Board issued Statement No. 109 "Accounting for Income Taxes." Dollar Finance adopted the provisions of the standard in its 1993 financial statements and restated its 1992 and 1991 financial statements. In May 1993, the Financial Accounting Standards Board issued Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities." As permitted under the Statement, Dollar Finance elected to adopt the provisions of the standard as of the end of its fiscal year ending November 30, 1993. In accordance with the Statement, prior period financial statements were not restated to reflect the change in accounting principle. The effect of adopting FAS No. 115 as of November 30, 1993, resulted in a transfer of $124,355,000 of investment securities having a fair value of $126,423,000, from held to maturity to available for sale and an increase in equity capital of $1,241,000, net of Federal tax of $827,000. During fiscal 1994, the securities available for sale declined $2,123,000 in market value resulting in an unrealized loss of $55,000 and reduction in equity capital of $33,000 at November 30, 1994 net of Federal tax benefit of $22,000. During fiscal 1995, the securities available for sale increased $412,000 in market value resulting in an unrealized gain of $360,000 and increase in equity capital of $221,000 at November 30, 1995, net of Federal tax of $139,000. As a result of the redemption of the MAPS shares during fiscal 1995, securities previously classified as held to maturity pursuant to Statement 115 were reclassified as investments available for sale. Dollar Finance, Inc. 3. Investments ----------- The following is a comparison of book value to market value of short-term investments and investment securities at Nov. 30, 1995: ($-In Thousands)
Amount at Which Issue No. Principal Gross Gross is Carried Title of Each Issue and of Amount of Cost of Unrealized Unrealized Market Value at on the Statement Name of Issuer: Units Each Issue Each Issue Gains Losses Nov. 30, 1995 of Condition - ----------------------- ----- ---------- ----------- ---------- ---------- ---------------- ---------------- SHORT-TERM INVESTMENTS U.S. Government Securities: - --------------------------- U.S. Treasury Bill 1 1,405 1,404 0 0 1,404 1,404 --- -------- -------- ------ ------- -------- -------- 1 $ 1,405 $ 1,404 $ 0 $ 0 $ 1,404 $ 1,404 ======== Securities Available for Sale: - ------------------------------ Mortgage Backed Securities: FNMA Certificates 8 3,261 3,308 30 0 3,338 3,338 FHLMC Certificates 29 15,547 15,269 248 (26) 15,491 15,491 --- ------- ------- --- ------ ------- ------- 37 $ 18,808 $ 18,577 $278 $ (26) $ 18,829 $ 18,829 ======== Collateralized Mortgage Obligations: FNMA Certificates 5 18,937 18,743 52 0 18,795 18,795 FHLMC Certificates 1 12,365 12,216 53 0 12,269 12,269 --- ------- ------ -- ----- ------ ------ 6 $ 31,302 $ 30,959 $105 $ 0 $ 31,064 $ 31,064 ========
Dollar Finance, Inc. 3. Investments ----------- The following is a comparison of book value to market value of short-term investments and investment securities at Nov. 30, 1994: ($-In Thousands)
Amount at Which Issue No. Principal Gross Gross is Carried Title of Each Issue and of Amount of Cost of Unrealized Unrealized Market Value at on the Statement Name of Issuer: Units Each Issue Each Issue Gains Losses Nov. 30, 1994 of Condition - ----------------------- ----- ---------- ----------- ---------- ---------- ---------------- ---------------- SHORT-TERM INVESTMENTS Time Deposits: - -------------- Harris Trust Euro 2 16,496 16,496 0 0 16,496 16,496 --- -------- -------- ------ ------- -------- -------- Total Time Deposits 2 $ 16,496 $ 16,496 $ 0 $ 0 $ 16,496 $ 16,496 ======== Commercial Paper: - ---------------- GECC Commercial Paper 2 18,120 18,120 0 0 18,120 18,120 --- ------- ------- ----- ------ -------- -------- Total Commercial Paper 2 $ 18,120 $ 18,120 $ 0 $ 0 $ 18,120 $ 18,120 ======== U.S. Government Agency Securities: - --------------------------------- Federal Home Loan Disc. Notes 2 20,000 19,925 0 (15) 19,910 19,925 FHLMC Disc. Notes 1 15,000 14,945 0 (8) 14,937 14,945 FNMA Disc. Notes 2 20,000 19,954 0 (5) 19,949 19,954 --- ------- ------- ---- ---- -------- ------- 2 $ 55,000 $ 54,824 $ 0 $(28) $ 54,796 $ 54,824 ======== Securities Available for Sale: - ------------------------------ FNMA Certificates 2 4,128 4,128 0 (8) 4,120 4,120 FHLMC Certificates 6 18,093 18,093 6 (53) 18,046 18,046 --- ------- ------- --- ------ ------- ------- 8 $ 22,221 $ 22,221 $ 6 $ (61) $ 22,166 $ 22,166 ======== Securities Held to Maturity: - --------------------------- FNMA Certificates 9 3,919 3,968 6 (144) 3,830 3,968 FHLMC Certificates 32 19,287 18,936 10 (520) 18,426 18,936 --- ------- ------ -- ----- ------ ------ 41 $ 23,206 $ 22,904 16 $(664) $ 22,256 $ 22,904 ======== /TABLE 4. Capitalization -------------- On March 28, 1985, Dollar Bank purchased all of the 100 authorized shares of Registrant's $l.00 par value common stock for $10,000 in cash. Additional capital contributions from Dollar Bank consisted of a $75,000 cash contribution on May 13, 1985 and a required asset contribution of approximately $59,300,000 on May 23, 1985. The proceeds from these contributions above the total par value were credited to Additional Paid-in Capital from Common Stock. On May 28, 1985, Registrant issued 750 shares of MAPS at a purchase price of $100,000 per share. One thousand dollars per share of the MAPS proceeds were credited to Registrant's Preferred Stock account with the balance, net of underwriting costs, being credited to Additional Paid-In Capital from Preferred Stock. On November 13, 1995, Registrant redeemed all of the MAPS shares at a price of $100,000 per share, In addition to the redemption price, Registrant paid holders of the shares accrued and unpaid dividends of $548.04 per share on the redemption date. 5. Common Stock and Dividend Restriction ------------------------------------- Dollar Bank owns all 60 shares of Registrant's outstanding common stock. No dividends may be paid on the common shares unless Registrant would have retained earnings of at least $7,500,000 immediately after the payment of such dividends. The common stock ranks junior to the MAPS with respect to payment of dividends on liquidation or dissolution. In October 1992, the Board of Directors of Registrant declared and paid a cash dividend of $15,000,000 or $250,000 per share on its common stock. No cash dividends were paid on common stock during fiscal 1995, 1994 or 1993. 6. Market Auction Preferred Stock ("MAPS") --------------------------------------- Description of MAPS ------------------- The shares of MAPS have a liquidation preference of $100,000 per share plus accrued and unpaid dividends. The MAPS shares are not convertible into shares of common stock and have no pre-emptive rights. The holders of MAPS are entitled to receive cumulative cash dividends on the business day following the conclusion of each dividend period, generally consisting of 49 days. The applicable dividend rate per share for each dividend period is determined through auction procedures. The applicable dividend rate for each dividend period during fiscal 1995 was as follows: October 20, 1994 - December 6, 1994 3.814% December 7, 1994 - January 25, 1995 4.549% January 26, 1995 - March 15, 1995 4.620% March 16, 1995 - May 3, 1995 4.590% May 4, 1995 - June 21, 1995 4.559% June 22, 1995 - August 9, 1995 4.498% August 10, 1995 - September 27, 1995 4.260% September 28, 1995 - November 13, 1995 4.289% The maximum applicable rate that results from an auction will not be greater than 110%, or under certain circumstances, 125% of the 60-day "AA" Composite Commercial Paper Rate in effect on the auction date. The MAPS shares are subject to mandatory redemption if (l) the required asset coverage is not met or restored as required or (2) any portion of the dividend payments on MAPS during a calendar year constitutes a return of capital for federal income tax purposes. Registrant has the option of redeeming the MAPS shares on any dividend payment date, in whole or in part, at the applicable per share amounts previously noted, plus an amount equal to accrued and unpaid dividends to the redemption date. The holders of shares of MAPS have no voting rights except during a period that (l) the required asset coverage is not maintained or restored as required, (2) the aggregate amount of dividends in arrears on a dividend payment date is equal to or greater than the amount of dividends accrued during the dividend period preceding such payment date, or if (3) Registrant has not redeemed MAPS shares when required. Holders of shares of MAPS have had no voting rights during the reporting period or during any prior period. On November 13, 1995, Registrant elected to redeem all 750 shares of MAPS at a redemption price of $100,000 per share. All accrued and unpaid dividends on the shares were paid to holders of the shares on the redemption date. Required Asset Coverage ----------------------- As of each Evaluation date (approximately every 25 days), Registrant must have required assets with a market value in excess of the product of (a) $100,000; and (b) the number of MAPS shares then outstanding. Registrant is obligated to maintain or restore the number of MAPS shares necessary to maintain required asset coverage as of each Evaluation date. Registrant has maintained required asset coverage throughout fiscal 1995 and for all prior periods. Due to the redemption of the MAPS shares on November 13, 1995, the Registrant is no longer subject to the required asset or dividend coverages. Dividend Coverage ----------------- As of each Evaluation date, the aggregate adjusted value of Registrant's U.S. Treasury securities and short-term money market instruments maturing before the next dividend payment date and cash must at least equal the dividend coverage amount for 49 days of dividends at the applicable dividend rate then in effect. Registrant has maintained adequate dividend coverage throughout fiscal 1995 and for all prior periods. 7. Securities Transactions ----------------------- During fiscal 1995, Registrant purchased from Dollar Bank eighteen collateralized mortgage obligations with an aggregate book value of $96,310,396. Registrant sold to Dollar Bank ten mortgage-backed securities with a net par value and book value of $22,317,105 and $22,402,984, respectively. Proceeds from the sales amounted to $22,271,086 and resulted in a net loss of $131,898. Registrant also sold to Dollar Bank one FHLB discount note and three U.S. Treasury Bills with combined net par and book values of $76,084,000 and $75,344,813, respectively. Proceeds from the sale were $75,344,813, and there was no gain or loss on the transaction. During fiscal 1995, Registrant also sold to Dollar Bank twelve collateralized mortgage obligations with combined net par and book values of $62,575,314 and $60,788,297, respectively. Proceeds from the sale amounted to $62,289,334 and resulted in a net gain of $1,501,037. During fiscal 1994, Registrant purchased from Dollar Bank twenty- two FHLMC fixed rate and three FHLMC adjustable rate certificates with an aggregate book value of $23,913,908. Registrant also purchased from Dollar Bank six U.S. government agency discount notes with an aggregate book value of $69,670,433. Registrant sold to Dollar Bank twenty FHLMC adjustable rate certificates with a net book value and market value of $72,279,794 and $72,047,829, respectively. Proceeds from the sale amounted to $72,209,117 and resulted in a net loss of $565,962. During fiscal 1993, Registrant purchased from Dollar Bank thirteen FHLMC fixed rate and seven FHLMC adjustable rate certificates with an aggregate book value of $87,686,000. Registrant sold twenty-three FNMA fixed rate certificates and eleven FHLMC fixed rate certificates with a net book value and market value of $35,886,000 and $36,789,000, respectively. Proceeds from the sales amounted to $36,927,000, and resulted in a net gain of $902,975. 8. Income Taxes ------------ The Company uses the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Registrant is included in the consolidated federal income tax return of Dollar Bank. Statement 109 specifies that the amount of current and deferred tax expense for a group that files a consolidated tax return should be allocated among the members of the group. The policy of the consolidated group is to allocate its current and deferred taxes as if each member of the group were a separate taxpayer not included in a consolidated tax return. The provision for income taxes for 1995, 1994 and 1993 consists of the Registrant's net income before taxes and intercompany securities gains at the statutory federal income tax rates. The resulting tax expense is recorded on the Registrant's Statement of Condition as intercompany payables to the Registrant's parent corporation, Dollar Bank, net of amounts previously paid to the parent. The deferred tax asset/(liability) for fiscal year ending November 30, 1995, 1994 and 1993 of $(139,000), $22,000 and ($827,000), respectively, represents the taxes to be refunded/(paid) in future years on the temporary difference between the financial statement and tax return values of investment securities available for sale. For financial statement purposes these investment securities have been recorded at market value per FASB Statement No. 115 while for tax purposes they are carried at net book value. The deferred tax asset/(liability) reflected in fiscal 1995, 1994 and 1993, respectively, are not included in the total tax provision for the year since, in accordance with Statement 115 it is properly reflected as a component of equity capital, and consequently has no impact on net income for the year. Reconciliation of the effective income tax rate with the statutory Federal income tax rate is as follows: Percent of Income Before Income Taxes ------------------- Year Ended November 30 1995 1994 1993 ---------------------- Federal Income Tax Statutory Rate 35% 35% 35% Intercompany Gain/(Loss) on Sale of Securities; Eliminated for Federal Tax Purposes 0 0 (5) Other, Net 0 0 (1) ------------------------ Effective Rate 35% 35% 29% ====================== Item 9 - Changes In and Disagreements with Accountants on Accounting and Financial Disclosure ------------------------------------------------- There have been no disagreements with accountants on accounting and financial disclosure. PART III Item 10 - Directors and Executive Officers of the Registrant -------------------------------------------------- The following table identifies the Registrant's directors and executive officers, their ages and their positions for the previous five years: ============================================================================ Positions with Principal Occupations Name: Age: Registrant: since 12/01/85: ---- ---- -------------- --------------------- Hay Walker 63 Chairman of the Retired since 1993; Board; Director previously Executive Vice President of Dollar Bank. Robert P. Oeler 46 President; Executive Vice President Director of Dollar Bank since 1992; previously Senior Vice President. Thomas A. Kobus 43 Treasurer; Senior Vice President and Director Treasurer of Dollar Bank since 1992; previously Vice President and Treasurer. Robert L. German 71 Vice President Vice President, Security- and Assistant Columbian, Division, U.S. Secretary; Banknote Company. Director Robert T. Messner 57 Secretary; Vice President, General Director Counsel and Secretary for Dollar Bank since 1986. All directors were elected at the annual meeting of the holders of Registrant's common stock to serve for a term of one year or until their respective successors are elected and qualified. The Registrant's Certificate of Incorporation requires that at least one director and one executive officer (or one individual serving in both capacities) of Registrant must not be a director, officer or employee of any entity owning beneficially more than 50% of the outstanding shares of common stock of Registrant (currently Dollar Bank) or a director, officer or employee of any such beneficial owner's subsidiaries or affiliates other than Registrant. All investment and management decisions are made for Registrant by its officers under the direction of its Board of Directors. Item 11 - Executive Compensation ---------------------- Each director of Registrant is to receive an annual compensation of $1,000, plus $100 for each meeting of the Board of Directors attended. Officers will not be compensated by Registrant for their services. Directors and officers are to be reimbursed for expenses reasonably incurred in connection with their services on behalf of Registrant. The Registrant's By-Laws provide that directors and officers of Registrant may be indemnified against liabilities incurred in connection with their services on behalf of Registrant. Item 12 - Security Ownership of Certain Beneficial Owners and Management ----------------------------------------- The following table lists any beneficial owner of more than 5% of the outstanding common stock as of November 30, 1995: Amount of Nature Percent Name and Address of Beneficial of Title of Class of Beneficial Owner Ownership Class - -------------- ------------------- ---------------- -------- Common Stock Dollar Bank, a 60 Shares 100% federal savings bank Three Gateway Center Pittsburgh, PA 15222 Item 13 - Certain Relationships and Related Transactions ---------------------------------------------- During fiscal 1995, Registrant sold 10 mortgage-backed securities and 12 collaterized mortgage obligations to Dollar Bank, a Federal Savings Bank, an affiliate of the Registrant. The sales were recorded at market value and a net gain of $1,369,139 was recognized. Several securities were purchased from Dollar Bank with an aggregate book value of $96,310,396. During fiscal 1994, Registrant sold 20 adjustable rate mortgage- backed securities to Dollar Bank, a Federal Savings Bank, an affiliate of the Registrant. The sale was recorded at market value and a loss of $565,962 was recognized. Several securities were purchased from Dollar Bank with an aggregate book and market value of $93,584,341. During fiscal 1993, Registrant sold 34 adjustable rate mortgage- backed securities to Dollar Bank, a Federal Savings Bank, an affiliate of the Registrant. The sale was recorded at market value and a gain of $902,975 was recognized. Several securities were purchased from Dollar Bank with an aggregate book value of $87,686,000. PART IV Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K --------------------------------------- Page No. -------- (a) (l) The following financial statements are included in Part II, Item 8: Financial Statements: -------------------- Statements of Condition - November 30, 1995 and November 30, 1994 . . . . . . . . . . . . . 12 Statements of Earnings - For the Years Ended November 30, 1995, November 30, 1994, and November 30, 1993 . . . . . . . . . . . . . . . 13 Statements of Changes in Equity Capital - For the Years Ended November 30, 1995, November 30, 1994, and November 30, 1993 . . . . . . . . . . 14 Statements of Cash Flows - For the Years Ended November 30, 1995, November 30, 1994, and November 30, 1993 . . . . . . . . . . . . . . . 15 Notes to Financial Statements . . . . . . . . . 16 (2) The information required to be filed on Schedule I - Marketable Securities - Other Investments is included in the Notes to Financial Statements on Pages 18 and 19. No other schedules are applicable to the Registrant. (3) Exhibits 3.l Certificate of Incorporation and By-Laws of the Registrant, previously filed as Exhibits 3.l and 3.2 to the Registration Statement on Form S-11 are hereby incorporated by reference. 4.l Form of Certificate of Designation for the Registrant's Market Auction Preferred Stock ("MAPS"), previously filed as Exhibit 4 to the Registration Statement on Form S-11 is hereby incorporated by reference. (b) Reports on Form 8-K No reports on Form 8-K have been filed by the Registrant during the last quarter of the period covered by this report. 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. DOLLAR FINANCE, INC. - ----------------------------- --------------------------- By: Robert P. Oeler By: Thomas A. Kobus President Treasurer (Principal Executive (Principal Financial & Officer) Accounting Officer) Date: February 22, 1996 Date: February 22, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. - ----------------------- Chairman of the Board; Date: February 22, 1996 Hay Walker Director - ----------------------- President; Director Date: February 22, 1996 Robert P. Oeler - ----------------------- Treasurer; Date: February 22, 1996 Thomas A. Kobus Director - ----------------------- Vice President and Date: February 22, 1996 Robert L. German Assistant Secretary; Director - ----------------------- Secretary; Director Date: February 22, 1996 Robert T. Messner Supplemental Information to be Furnished with Reports filed Pursuant to - ------------------------------------------------------------------------ Section 15(d) of the Act by Registrants Which Have Not Registered - ----------------------------------------------------------------- Securities Pursuant to Section 12 of the Act - -------------------------------------------- The Registrant has not sent an annual report or proxy material to its security holders, and does not anticipate sending any such materials subsequent to the filing of the Annual Report on Form 10-K. Index to Exhibits 3.1 Certificate of Incorporation and By-Laws of the Registrant, previously filed as Exhibits 3.l and 3.2 to the Registration Statement on Form S-11 are hereby incorporated by reference. 4.1 Form of Certificate of Designation for the Registrant's Market Auction Preferred Stock ("MAPS"), previously filed as Exhibit 4 to the Registration Statement on Form S-11 is hereby incorporated by reference. EX-27 2 ART 6 FDS FOR FISCAL YEAR 10K
6 1,000 0 12-MOS NOV-30-1995 DEC-1-1994 NOV-30-1995 1 50,904 51,297 0 223 78 51,598 0 0 315 315 0 59,386 100 100 6,844 0 1,369 0 0 51,283 0 9,437 0 3,962 5,475 1,369 254 (85,325) 0 3,231 0 0 100 40 0 (84,968) 18,030 0 0 0 250 0 3,962 119,785 2,040,000 89,717 22,817 53,850 0 0 850,000 7.95 0 0 -----END PRIVACY-ENHANCED MESSAGE-----