item 14 exhibits financial statements schedules reports form 8k a1 financial statements following information found pages form 10k indicated pages statements financial condition march 31 1995 1994 f 2 statements operations years ended march 31 1995 1994 1993 f 3 statements stockholders equity years ended march 31 1995 1994 1993 f 4 statements cash flow years ended march 31 1995 1994 1993 f 5 notes financial statements f 6 18 a2 financial data schedule attached a3 exhibits following exhibits either filed part report incorporated reference name 31 restated certificate incorporation comfed bancorp inc 1 32 bylaws comfed bancorp inc amended 2 101 regulatory capital maintenancedividend agreement comfed bancorp inc federal savings loan insurance corporation dated april 1 1988 2 111 statement computation per share earnings 221 subsidiaries registrant b registrant filed reports form 8k last quarter fiscal year covered report c exhibits form 10k attached incorporated reference stated index exhibits applicable 1 incorporated herein reference registrants registration statement form 8b filed april 14 1988 2 incorporated herein reference registrants annual report form 10k year ended march 31 1989 19 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized comfed bancorp inc registrant jack c zoeller jack c zoeller chairman board president chief executive officer july 14 1995 date pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacity date indicated jack c zoeller july 14 1995 jack c zoeller date chairman board president chief executive officer director principal executive financial accounting officer raymond j fontana raymond j fontana director dated july 10 1995 john c hartnett john c hartnett director dated july 10 1995 20 peter maher peter maher director dated july 10 1995 frederic g schwarz director dated david j tierney jr david j tierney jr director dated july 10 1995 21 exhibit 111 computation primary fully diluted earnings per share 1 dollars thousands except per share amounts year ended march 31 1995 1994 1993 unaudited net loss 80 303 180 primary shares weightedaverage number common shares outstanding 8358024 dilutive effect outstanding stock options weightedaverage number common equivalent shares outstanding 8358024 net loss per share 01 04 02 assuming full dilution shares weightedaverage number common shares outstanding 8358024 dilutive effect outstanding stock options weightedaverage number common shares adjusted 8358024 net loss per share 01 04 02 1 calculation submitted accordance item 601b11 regulation sk 22 exhibit 241 subsidiaries company comfed savings bank see item regarding current status former subsidiary 23 comfed bancorp inc march 31 1995 unaudited 1994 unaudited 1993 unaudited page financial statements financial condition march 31 1995 unaudited 1994 unaudited f 2 statements operations years ended march 31 1995 unaudited 1994 unaudited 1992 unaudited f 3 statements changes stockholders equity years ended march 31 1995 unaudited 1994 unaudited 1993 unaudited f 4 statements cash flows years ended march 31 1995 unaudited 1994 unaudited 1993 unaudited f 5 notes financial statements f 6 described item 9 company determined incur additional expense providing audited financial statements fiscal year ended march 31 1995 comfed bancorp inc statements financial condition march 31 1995 unaudited 1994 unaudited thousands 1995 1994 unaudited assets cash 74 99 investments market value 0 100 note 3 100 74 199 liabilities stockholders equity liabilities 10 55 commitments contingent liabilities notes 1 5 7 stockholders equity notes 1 5 6 7 serial preferred stock 1500000 shares authorized none issued common stock 01 par value 20000000 shares authorized 8397258 shares issued 84 additional paidin capital 16691 accumulated deficit 16495 16415 treasury stock cost 39234 shares 1994 1993 216 total stockholders equity 64 144 74 199 see accompanying notes financial statements comfed bancorp inc statements operations years ended march 3l 1995 unaudited 1994 unaudited 1993 unaudited thousands except per share data 1995 1994 1993 unaudited income interest income 2 9 17 income note 4 48 9 43 total income 50 18 60 expenses legal 35 222 142 professional services 72 73 23 26 25 total expenses 130 321 240 loss income taxes 80 303 180 income tax expense note 5 net loss 80 303 180 net loss per share 01 04 02 see accompanying notes financial statements comfed bancorp inc statements changes stockholders equity years ended march 31 1995 unaudited 1994 unaudited 1993 unaudited dollars thousands outstanding retained total common stock additional earnings stock paidin accumulated treasury holders shares amount capital deficit stock equity balance march 31 1992 8358024 84 16691 15932 216 627 net loss 180 balance march 31 1993 8358024 84 16691 16112 216 447 net loss 303 balance march 31 1994 8358024 84 16691 16415 216 144 net loss 80 balance march 31 1995 8358024 84 16691 16495 216 64 see accompanying notes financial statements comfed bancorp inc statements cash flows years ended march 31 1995 unaudited 1994 unaudited 1993 unaudited thousands 1994 1993 1992 unaudited cash flows operating activities net loss 80 303 180 adjustments reconcile net loss net cash provided used operating activities amortization discounts investment securities 9 14 decrease prepaid expenses 51 increase decrease liabilities 45 50 10 net cash used operating activities 125 262 153 cash flows investing activities purchase investment securities 992 1687 maturities investment securities 100 1300 1800 net cash provided investment activities 100 308 113 net increase decrease cash 25 46 40 cash beginning year 99 53 93 cash end year 74 99 53 see accompanying notes financial statements comfed bancorp inc notes financial statements march 31 1995 unaudited 1994 unaudited 1 corporate status continuing operations comfed bancorp inc comfed company former savings loan holding company conducts material operations december 14 1990 parent company comfed savings bank subsidiaries since december 1990 comfed operating subsidiaries b discontinued operations comfed savings bank federally chartered stock savings bank subject regulation office thrift supervision ots result substantial losses recorded bank eight month period ended november 30 1990 unaudited previous fiscal year ended march 31 1990 bank failed meet regulatory capital requirements december 14 1990 bank placed conservatorship ots resolution trust corporation rtc appointed conservator subsequently receiver bank september 13 1991 bank ceased functioning financial institution major components bank sold rtc third parties company realize value dispositions c significant uncertainty ability company continue going concern accompanying financial statements company prepared basis accounting principles applicable going concern contemplate continuity operations realization assets liquidation liabilities ordinary course business accordingly give effect adjustments would necessary company unable continue going concern thereby required realize assets discharge liabilities commitments amounts different financial statements historically comfed conducted substantial operations primary purpose act holding company bank result takeover bank company left nominal net worth ongoing business activity company intend pursue raising additional capital current circumstances additionally outcome uncertainties associated shareholder litigation rtc taking possession bank including amount liabilities may ultimately result may become obligations comfed normal course business going concern unknown comfed bancorp inc notes financial statements board directors requested management position company dissolution management anticipates conjunction companys dissolution expected costs satisfying creditor claims defending litigation would likely deplete companys limited remaining assets accordingly ability company continue going concern subject significant uncertainty substantial doubt 2 summary significant accounting reporting policies basis presentation accompanying financial statements include accounts comfed bancorp inc financial statements presented consolidated basis discontinued operations former subsidiaries b investments investment securities carried cost adjusted amortization premium accretion discount term securities using method approximates effective interest method c loss per share calculation loss per share based weighted average number shares common stock equivalents outstanding period weighted average number shares outstanding 8358024 years ended march 31 1994 1993 1992 respectively 3 investments march 31 1994 company held treasury bill matured may 12 1994 carrying value market value treasury bill march 31 1994 100000 4 income year ended march 31 1995 company received reimbursement approximately 48000 directors officers liability insurance carrier certain defense costs previously incurred connection wechsler claim company certain former directors officers year ended march 31 1994 company received return credit balance totalling approximately 9000 former health plan provider year ended march 31 1993 company received nonrecurring refunds 43000 liability insurance premiums paid fiscal 1991 comfed bancorp inc notes financial statements 5 income taxes due uncertainties resulting receivership status bank several issues remain unanswered regarding income tax matters generally company former subsidiaries obligated file consolidated federal income tax return tax year ended december 31 1991 company continued incur net operating losses separate basis march 31 1995 due uncertainties caused regulatory takeover bank unavailability information necessary prepare required tax returns possible determine federal state tax liability exists comfed might joint several liability march 31 1995 december 31 1990 last year consolidated return filed consolidated net operating loss carryforwards approximately 347 million federal income tax purposes available carryforwards 84 million 08 million 113 million 47 million 95 million expire 2000 2001 2002 2003 2005 respectively generally operating losses comfed savings bank available comfed tax purposes due restrictions outlined internal revenue code regarding change ownership control receivership proceedings bank 6 employee stock options comfed three stock option plans approved stockholders plans designated year approval 1989 plan 1986 plan 1983 plan plans options granted less fair market value shares date grant maximum term 10 years exercisable payment cash delivery common stock company equivalent market value date exercise plans number shares authorized unissued common stock reserved subject adjustment increases number common shares outstanding shares reserved plans adjusted stock splits totalled 1484698 march 31 1995 years ended march 31 1995 1994 grant exercise stock options previously granted options cancelled result termination employment employees based prospects company lack active market companys stock option grants expected future comfed bancorp inc notes financial statements 7 commitments contingencies discussed note 1 financial statements december 14 1990 companys whollyowned subsidiary comfed savings bank placed conservatorship ots rtc appointed conservator february 1 1991 ots appointed rtc receiver bank september 13 1991 bank ceased functioning financial institution accordingly uncertainties associated matters involving company rtc company unable predict ultimate outcome matters company certain current former officers directors company subsidiaries defendants action captioned sd wechsler et al v comfed bancorp inc et al commenced october 4 1989 united states district court district massachusetts plaintiffs complaint alleges company made certain false misleading statements omitted disclose certain material information allegedly effect artificially inflating market price companys common stock action amended purports brought behalf class purchasers common stock period july 30 1986 june 29 1989 damages unspecified amount sought class purchasers common stock class period commencement wechsler action parties engaged preliminary motion practice none ruled prior conservatorship bank subsequently conference held april 25 1991 court ordered parties submit joint statement insurance coverage issues material resolution suit conference directors officers liability insurance policy carrier rtc would invited participate court ordered plaintiffs could proceed discovery way certain document production companys independent accountants discovery shall noticed taken defendants prior order court agreement parties rtc thereafter indicated submission intended make claim directors officers liability insurance policy period december 20 1989 december 20 1990 directors officers liability insurance carrier taken position written submissions rtc claim insurance proceeds policy due various exclusions stated policy conference held september 26 1991 court requested parties wechsler action rtc insurance carrier engage discussions explore global settlement wechsler claims prospective rtc claims insurance carrier elected participate discussions based various coverage issues raised result requested settlement discussions occur plaintiffs moved comfed bancorp inc notes financial statements terminate existing stay discovery order dated april 21 1993 court granted wechsler plaintiffs motion terminate stay june 4 1993 plaintiffs filed newly amended complaint among things new complaint adds certain plaintiffs defendants drops certain defendants adds certain claims relating alleged false misleading statements concerning banks construction lending practices alleged failure company disclose alleged misconduct part certain officers loan originators comfed mortgage co inc company individual defendants filed motions dismiss amended complaint july 16 1993 magistrate motions delegated court issued recommended decision february 28 1994 concluding amended complaint dismissed entirety prejudice magistrate held amended complaint failed plead fraud particularity defendant march 11 1994 plaintiffs filed objections recommended decision company individual defendants filed response objections november 1993 plaintiffs filed motion certify action class action defendants filed partial opposition motion company anticipate ruling motion significant activity case court ruled plaintiffs objections recommended decision however since issuance recommended decision plaintiffs given notice certain proposed depositions indicated intention seek leave file amended complaint notwithstanding magistrates recommendation plaintiffs denied leave amend complaint defendants opposed plaintiffs efforts take discovery take steps toward amending complaint court rules plaintiffs objections recommended decision march 5 1992 insurance carrier commenced declaratory judgment action united states district court district massachusetts entitled american casualty company reading pa v resolution trust corporation et al insurance coverage litigation complaint names defendants rtc individuals named november 1990 defendants proposed amended complaint wechsler action carrier alleges various policy exclusions conditions bar policy coverage claim may asserted rtc comfeds officers directors ii claims asserted wechsler action complaint seeks declaratory judgment effect june 16 1992 company assent carrier moved intervene defendant insurance coverage litigation court allowed companys motion intervene company filed answer denying material allegations complaint requesting judicial declaration company entitled reimbursement pertinent insurance comfed bancorp inc notes financial statements policy losses incurred connection claims may asserted rtc wechsler plaintiffs individual defendants filed similar answers wechsler plaintiffs also filed motion intervene defendants motion allowed rtc also filed answer counterclaims seeking establish coverage claims may assert comfed officers directors company january 22 1993 wechsler plaintiffs moved judgment pleadings determining claims asserted wechsler action covered pertinent policy company filed memorandum support wechsler plaintiffs motion february 19 1993 rtc filed motion partial summary judgment seeking similar relief company joined motion motions opposed carrier addition march 19 1993 carrier filed crossmotion seeking summary judgment declaring coverage respect either wechsler claims may brought rtc company rtc opposed carriers crossmotion october 19 1993 magistrate motions delegated court issued recommended decision granting carriers crossmotion extent seeks declaration coverage respect claims may brought rtc ii granting rtcs motion partial summary judgment motion judgment pleadings joined company extent held none arguments advanced carrier date forms basis denying coverage respect wechsler claims iii denying carriers motion summary judgment extent sought declaration carrier obligations provide coverage respect wechsler claims november 3 1993 carrier filed objections recommended decision company filed response objections company insurance carrier executed agreement april 1993 whereby pending resolution insurance coverage litigation carrier began advance substantial percentage defense costs individual defendants wechsler action previously advanced company subsequently july 1994 carrier began advance 100 allowable defense costs wechsler action unless settlement wechsler action successfully negotiated company intends vigorously defend case rtc receiver bank provided written notification 1991 certain current former directors officers company bank banks subsidiaries may initiate claim financial losses incurred bank result alleged actions 1992 comfed bancorp inc notes financial statements rtc issued administrative subpoenas seeking personal financial information certain directors officers march 1993 rtc made formal written demand certain directors officers december 1993 rtc certain former directors officers entered tolling agreement extending period rtc may file claims tolling agreement since extended currently expires september 13 1995 may 1995 rtc certain former officers directors reached settlement principle subject documentation formal rtc approval rtc stated settlement achieved intends commence action without extensions tolling agreement company aware claims asserted rtc 1988 order company obtain approval federal savings loan insurance corporation fslic function holding company bank company required enter regulatory capital maintenancedividend agreement fslic dated april 1 1988 agreement provided among things company would required advance sufficient additional capital bank effect compliance regulatory capital requirements necessary bank placed conservatorship ots december 1990 bank meet regulatory capital requirements company sufficient financial resources advance additional capital bank thereby meet capital requirements result either federal regulators banks receiver could seek initiate administrative judicial proceedings company noncompliance agreement taken action could possibly include specific performance date company aware action contemplated december 1992 company requested deregistered thrift holding company subject regulation ots approved companys deregistration request effective july 13 1993 february 1992 company received preliminary notice regional staff securities exchange commission sec formal investigation undertaken subsequently company learned sec entered formal order investigation potential securities law violations relating company pursuant order sec initiated depositions former chief executive chief financial officers company know whether investigation may result claims company current former officers directors companys board directors established indemnification committee disinterested directors chaired mr hartnett also comfed bancorp inc notes financial statements consisting messrs maher schwarz consider requests indemnification advancement legal expenses behalf current former directors officers company arising various legal proceedings company may subject company presently advancing certain legal expenses behalf certain current former directors officers arising legal proceedings discussed item 14 exhibits financial statements schedules reports form 8k a1 financial statements following information found pages form 10k indicated pages statements financial condition march 31 1994 1993 f 2 statements operations years ended march 31 1994 1993 1992 f 3 statements stockholders equity years ended march 31 1994 1993 1992 f 4 statements cash flow years ended march 31 1994 1993 1992 f 5 notes financial statements f 6 18 a2 financial statement schedules applicable a3 exhibits following exhibits either filed part report incorporated reference name 31 restated certificate incorporation comfed bancorp inc 1 32 bylaws comfed bancorp inc amended 2 101 regulatory capital maintenancedividend agreement comfed bancorp inc federal savings loan insurance corporation dated april 1 1988 2 111 statement computation per share earnings 221 subsidiaries registrant b registrant filed reports form 8k last quarter fiscal year covered report c exhibits form 10k attached incorporated reference stated index exhibits applicable 1 incorporated herein reference registrants registration statement form 8b filed april 14 1988 2 incorporated herein reference registrants annual report form 10k year ended march 31 1989 19 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized comfed bancorp inc registrant sjack c zoeller jack c zoeller chairman board president chief executive officer june 24 1994 date pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacity date indicated sjack c zoeller june 24 1994 jack c zoeller date chairman board president chief executive officer director principal executive financial accounting officer sraymond j fontana raymond j fontana director dated june 24 1994 sjohn c hartnett john c hartnett director dated june 24 1994 20 speter maher peter maher director dated june 24 1994 sfrederic g schwarz frederic g schwarz director dated june 23 1994 sdavid j tierney jr david j tierney jr director dated june 24 1994 21 exhibit 111 computation primary fully diluted earnings per share 1 dollars thousands except per share amounts year ended march 31 1994 1993 1992 unaudited net loss 303 180 148 primary shares weightedaverage number common shares outstanding 8358024 dilutive effect outstanding stock options weightedaverage number common equivalent shares outstanding 8358024 net loss per share 04 02 assuming full dilution shares weightedaverage number common shares outstanding 8358024 dilutive effect outstanding stock options weightedaverage number common shares adjusted 8358024 net loss per share 04 02 1 calculation submitted accordance item 601b11 regulation sk 22 exhibit 241 subsidiaries company comfed savings bank see item regarding current status former subsidiary 23 comfed bancorp inc march 31 1994 unaudited 1993 unaudited 1992 unaudited page financial statements financial condition march 31 1994 unaudited 1993 unaudited f 2 statements operations years ended march 31 1994 unaudited 1993 unaudited 1992 unaudited f 3 statements changes stockholders equity years ended march 31 1994 unaudited 1993 unaudited 1992 unaudited f 4 statements cash flows years ended march 31 1994 unaudited 1993 unaudited 1992 unaudited f 5 notes financial statements f 6 described item 9 company determined incur additional expense providing audited financial statements fiscal year ended march 31 1994 comfed bancorp inc statements financial condition march 31 1994 unaudited 1993 unaudited thousands 1994 1993 unaudited assets cash 99 53 investments market value 100 399 note 3 100 399 199 452 liabilities stockholders equity liabilities 55 5 commitments contingent liabilities notes 1 5 7 stockholders equity notes 1 5 6 7 serial preferred stock 1500000 shares authorized none issued common stock 01 par value 20000000 shares authorized 8397258 shares issued 84 additional paidin capital 16691 accumulated deficit 16415 16112 treasury stock cost 39234 shares 1994 1993 216 total stockholders equity 144 447 199 452 see accompanying notes financial statements comfed bancorp inc statements operations years ended march 3l 1994 unaudited 1993 unaudited 1992 unaudited thousands except per share data 1994 1993 1992 unaudited income interest income 9 17 33 income note 4 9 43 138 total income 18 60 171 expenses legal 222 142 194 professional services 73 103 26 25 22 total expenses 321 240 319 loss income taxes 303 180 148 income tax expense note 5 net loss 303 180 148 net loss per share 04 02 see accompanying notes financial statements comfed bancorp inc statements changes stockholders equity years ended march 31 1994 unaudited 1993 unaudited 1992 unaudited dollars thousands outstanding retained total common stock additional earnings stock paidin accumulated treasury holders shares amount capital deficit stock equity balance march 31 1991 8358024 84 16691 15784 216 775 net loss 148 balance march 31 1992 8358024 84 16691 15932 216 627 net loss 180 balance march 31 1993 8358024 84 16691 16112 216 447 net loss 303 balance march 31 1994 8358024 84 16691 16415 216 144 see accompanying notes financial statements comfed bancorp inc statements cash flows years ended march 31 1994 unaudited 1993 unaudited 1992 unaudited thousands 1994 1993 1992 unaudited cash flows operating activities net loss 303 180 148 adjustments reconcile net loss net cash provided used operating activities amortization discounts investment securities 9 14 25 decrease prepaid expenses 51 98 increase decrease liabilities 50 10 145 net cash used operating activities 262 153 220 cash flows investing activities purchase investment securities 992 1687 1876 maturities investment securities 1300 1800 2000 net cash provided investment activities 308 113 124 net increase decrease cash 46 40 96 cash beginning year 53 93 189 cash end year 99 53 93 see accompanying notes financial statements comfed bancorp inc notes financial statements march 31 1994 unaudited 1993 unaudited 1 corporate status continuing operations comfed bancorp inc comfed company former savings loan holding company conducts material operations december 14 1990 parent company comfed savings bank subsidiaries since december 1990 comfed operating subsidiaries b discontinued operations comfed savings bank federally chartered stock savings bank operating retail offices massachusetts connecticut bank subject regulation office thrift supervision ots chartering authority also federal deposit insurance corporation bank member federal home loan bank system subject certain provisions federal reserve act certain regulations board governors pursuant provisions federal deposit insurance act result substantial losses recorded bank eight month period ended november 30 1990 unaudited previous fiscal year ended march 31 1990 bank failed meet regulatory capital requirements december 14 1990 bank placed conservatorship ots resolution trust corporation rtc appointed conservator subsequently receiver bank september 13 1991 bank ceased functioning financial institution major components bank sold rtc third parties company realize value dispositions c significant uncertainty ability company continue going concern accompanying financial statements company prepared basis accounting principles applicable going concern contemplate continuity operations realization assets liquidation liabilities ordinary course business accordingly give effect adjustments would necessary company unable continue going concern thereby required realize assets discharge liabilities commitments amounts different financial statements historically comfed conducted substantial operations primary purpose act holding company bank result takeover bank company left nominal net worth ongoing business activity company intend pursue comfed bancorp inc notes financial statements raising additional capital current circumstances additionally outcome uncertainties associated shareholder litigation rtc taking possession bank including amount liabilities may ultimately result may become obligations comfed normal course business going concern unknown board directors requested management position company dissolution management anticipates conjunction companys dissolution expected costs satisfying creditor claims defending litigation would likely deplete companys limited remaining assets accordingly ability company continue going concern subject significant uncertainty substantial doubt 2 summary significant accounting reporting policies basis presentation accompanying financial statements include accounts comfed bancorp inc financial statements presented consolidated basis discontinued operations former subsidiaries comfed bancorp inc formed savings loan holding company acquire 100 common stock comfed savings bank effective april 1 1988 acquisition completed stockholders comfed savings bank receiving one share common stock comfed bancorp inc exchange share outstanding comfed savings bank stock accounting purposes acquisition treated pooling interests b investments investment securities carried cost adjusted amortization premium accretion discount term securities using method approximates effective interest method c loss per share calculation loss per share based weighted average number shares common stock equivalents outstanding period weighted average number shares outstanding 8358024 years ended march 31 1994 1993 1992 respectively 3 investments march 31 1994 company held treasury bill matured may 12 1994 carrying value market value treasury bill comfed bancorp inc notes financial statements march 31 1994 100000 march 31 1993 company held treasury bill maturing may 13 1993 carrying value market value treasury bill march 31 1993 399000 4 income year ended march 31 1994 company received return credit balance totalling approximately 9000 former health plan provider year ended march 31 1993 company received nonrecurring refunds 43000 liability insurance premiums paid fiscal 1991 5 income taxes due uncertainties resulting receivership status bank several issues remain unanswered regarding income tax matters generally company former subsidiaries obligated file consolidated federal income tax return tax year ended december 31 1991 company continued incur net operating losses separate basis march 31 1994 due uncertainties caused regulatory takeover bank unavailability information necessary prepare required tax returns possible determine federal state tax liability exists comfed might joint several liability march 31 1994 december 31 1990 last year consolidated return filed consolidated net operating loss carryforwards approximately 347 million federal income tax purposes available carryforwards 84 million 08 million 113 million 47 million 95 million expire 2000 2001 2002 2003 2005 respectively generally operating losses comfed savings bank arenot available comfed tax purposes due restrictions outlined internal revenue code regarding change ownership control receivership proceedings bank 6 employee stock options comfed three stock option plans approved stockholders plans designated year approval 1989 plan 1986 plan 1983 plan plans options granted less fair market value shares date grant maximum term 10 years exercisable payment cash comfed bancorp inc notes financial statements delivery common stock company equivalent market value date exercise plans number shares authorized unissued common stock reserved subject adjustment increases number common shares outstanding shares reserved plans adjusted stock splits totalled 1484698 march 31 1994 summary activity plans adjusted retroactively stock splits follows exercise price number average range shares option price options outstanding march 31 1991 213 458 332390 214 retired 213 458 332390 214 options outstanding march 31 1992 0 options outstanding march 31 1993 0 options outstanding march 31 1994 0 years ended march 31 1994 1993 grant exercise stock options previously granted options cancelled result termination employment employees based prospects company lack active market companys stock option grants expected future 7 commitments contingencies discussed note 1 financial statements december 14 1990 companys whollyowned subsidiary comfed savings bank placed conservatorship ots rtc appointed conservator comfed bancorp inc notes financial statements february 1 1991 ots appointed rtc receiver bank september 13 1991 bank ceased functioning financial institution accordingly uncertainties associated matters involving company rtc company unable predict ultimate outcome matters company certain current former officers directors company subsidiaries defendants action captioned sd wechsler et al v comfed bancorp inc et al commenced october 4 1989 united states district court district massachusetts plaintiffs complaint alleges company made certain false misleading statements omitted disclose certain material information allegedly effect artificially inflating market price companys common stock action amended purports brought behalf class purchasers common stock period july 30 1986 june 29 1989 damages unspecified amount sought class purchasers common stock class period commencement wechsler action parties engaged preliminary motion practice none ruled prior conservatorship bank subsequently conference held april 25 1991 court ordered parties submit joint statement insurance coverage issues material resolution suit conference directors officers liability insurance policy carrier rtc would invited participate court ordered plaintiffs could proceed discovery way certain document production companys independent accountants discovery shall noticed taken defendants prior order court agreement parties rtc thereafter indicated submission intended make claim directors officers liability insurance policy period december 20 1989 december 20 1990 directors officers liability insurance carrier taken position written submissions rtc claim insurance proceeds policy due various exclusions stated policy conference held september 26 1991 court requested parties wechsler action rtc insurance carrier engage discussions explore global settlement wechsler claims prospective rtc claims insurance carrier elected participate discussions based various coverage issues raised result requested settlement discussions occur plaintiffs moved terminate existing stay discovery order dated april 21 1993 court granted wechsler plaintiffs motion terminate stay june 4 1993 plaintiffs filed newly amended complaint among things new complaint added certain plaintiffs defendants comfed bancorp inc notes financial statements dropped certain defendants added certain claims relating alleged false misleading statements concerning banks construction lending practices alleged failure company disclose alleged misconduct part certain officers loan originators comfed mortgage co inc company individual defendants filed motions dismiss amended complaint july 16 1993 magistrate motions delegated court issued recommended decision february 28 1994 concluding amended complaint dismissed entirety prejudice magistrate held amended complaint failed plead fraud particularity defendant march 11 1994 plaintiffs filed objections recommended decision company individual defendants filed response objections november 1993 plaintiffs filed motion certify action class action defendants filed partial opposition motion company anticipate ruling motion significant activity case court ruled plaintiffs objections recommended decision however since issuance recommended decision plaintiffs given notice certain proposed depositions indicated intention seek leave file amended complaint notwithstanding magistrates recommendation plaintiffs denied leave amend complaint defendants opposed plaintiffs efforts take discovery take steps toward amending complaint court rules plaintiffs objections recommended decision march 5 1992 insurance carrier commenced declaratory judgment action united states district court district massachusetts entitled american casualty company reading pa v resolution trust corporation et al insurance coverage litigation complaint names defendants rtc individuals named november 1990 defendants proposed amended complaint wechsler action carrier alleges various policy exclusions conditions bar policy coverage claim may asserted rtc comfeds officers directors ii claims asserted wechsler action complaint seeks declaratory judgment effect june 16 1992 company assent carrier moved intervene defendant insurance coverage litigation court allowed companys motion intervene company filed answer denying material allegations complaint requesting judicial declaration company entitled reimbursement pertinent insurance policy losses incurred connection claims may asserted rtc wechsler plaintiffs individual defendants filed similar answers wechsler plaintiffs also filed motion intervene defendants motion allowed rtc also filed comfed bancorp inc notes financial statements answer counterclaims seeking establish coverage claims may assert comfed officers directors company january 22 1993 wechsler plaintiffs moved judgment pleadings determining claims asserted wechsler action covered pertinent policy company filed memorandum support wechsler plaintiffs motion february 19 1993 rtc filed motion partial summary judgment seeking similar relief company joined motion motions opposed carrier addition march 19 1993 carrier filed crossmotion seeking summary judgment declaring coverage respect either wechsler claims may brought rtc company rtc opposed carriers crossmotion october 19 1993 magistrate motions delegated court issued recommended decision granting carriers crossmotion extent seeks declaration coverage respect claims may brought rtc ii granting rtcs motion partial summary judgment motion judgment pleadings joined company extent held none arguments advanced carrier date forms basis denying coverage respect wechsler claims iii denying carriers motion summary judgment extent sought declaration carrier obligations provide coverage respect wechsler claims november 3 1993 carrier filed objections recommended decision company filed response objections company insurance carrier executed agreement april 1993 whereby pending resolution insurance coverage litigation carrier began advance substantial percentage defense costs individual defendants wechsler action previously advanced company subsequently june 1994 carrier indicated would begin advance 100 allowable defense costs wechsler action effective immediately unless settlement wechsler action successfully negotiated company intends vigorously defend case rtc receiver bank provided written notification 1991 certain current former directors officers company bank banks subsidiaries may initiate claim financial losses incurred bank result alleged actions 1992 rtc issued administrative subpoenas seeking personal financial information certain directors officers march 1993 rtc made formal written demand certain directors officers december comfed bancorp inc notes financial statements 1993 rtc certain former directors officers entered tolling agreement extending period rtc may file claims company aware claims asserted rtc 1988 order company obtain approval federal savings loan insurance corporation fslic function holding company bank company required enter regulatory capital maintenancedividend agreement fslic dated april 1 1988 agreement provided among things company would required advance sufficient additional capital bank effect compliance regulatory capital requirements necessary bank placed conservatorship ots december 1990 bank meet regulatory capital requirements company sufficient financial resources advance additional capital bank thereby meet capital requirements result either federal regulators banks receiver could seek initiate administrative judicial proceedings company noncompliance agreement taken action could possibly include specific performance date company aware action contemplated december 1992 company requested deregistered thrift holding company subject regulation ots approved companys deregistration request effective july 13 1993 february 1992 company received preliminary notice regional staff securities exchange commission sec formal investigation undertaken subsequently company learned sec entered formal order investigation potential securities law violations relating company pursuant order sec initiated depositions former chief executive chief financial officers company yet know whether investigation may result claims company current former officers directors companys board directors established indemnification committee disinterested directors chaired mr hartnett also consisting messrs maher schwarz consider requests indemnification advancement legal expenses behalf current former directors officers company arising various legal proceedings company may subject company presently advancing certain legal expenses behalf certain current former directors officers arising legal proceedings discussed note item 7 managements discussion analysis financial condition results operations overview december 1990 companys direct operating subsidiary comfed savings bank placed rtc conservatorship effect action remove management control bank operating activities company subsequently february 1991 rtc appointed receiver bank september 1991 bank ceased functioning financial institution major components bank sold rtc third parties company realize value dispositions financial statements comfed reflected bank discontinued operation since december 1990 comfed stopped recording share losses incurred bank subsidiary effective november 30 1990 last fiscal month company exercised control banks operations company sufficient capital engage significant income producing activities board directors believe additional capital could raised support activities investment company time would inhibited possibility rtc receiver bank person might make claim company receivers insolvent institutions made claims holding companies institutions variety grounds company aware material pending threatened claims described part item 3 legal proceedings assurance given claim made view foregoing general risks associated generating acquiring incomeproducing business companys board directors believe would possible attract additional investment capital purpose remaining assets company march 31 1995 consist primarily cash aggregating approximately 74000 expected remaining cash utilized satisfy creditor claims defend litigation dissolve company accordingly likelihood remaining assets proceeds thereof available distribution stockholders highly remote expected outcome complete loss stockholders equity company comfed recoverable income taxes paid prior years current losses may carried back result comfed receive tax benefit currently incurred losses unless generates taxable income future periods expected comfed taxable income future periods since significant income producing activities operating losses comfed savings bank available comfed tax purposes due restrictions outlined internal revenue code 11 regarding change ownership control receivership proceedings bank company expect profitable future due limited financial resources plan engage new business activities light companys circumstances management presented plan board directors orderly winding company time board intends continue fund legal defenses described part item 3 legal proceedings ii companys remaining regulatory reporting tax obligations time legal proceedings resolved companys assets depleted company anticipates high probability assets fully depleted 1995 board directors believes likelihood highly remote company continue going concern assets company available distribution shareholders board anticipates assets remaining distribution shareholders board anticipate seeking shareholder approval formal dissolution company results operations bank companys direct operating entity financial activity company minimal since date banks conservatorship december 1990 company received interest income interestbearing cash accounts investment shortterm us treasury securities interest income expected decline invested assets reduced fund company expenses obligations income fiscal year ended march 31 1995 represented reimbursement approximately 48000 director officer liability insurance carrier certain defense costs previously incurred connection wechsler claim company certain former directors officers fiscal year ended march 31 1995 companys legal expenses related wechsler claim payable carrier previous fiscal year portion wechsler defense costs subject advancement company see part item 3 legal proceedings income fiscal year ended march 31 1994 represented return credit balance totalling approximately 9000 former health plan provider management anticipate material additional insurance premium similar refunds future however company intends continue seek reimbursement directors officers liability insurance carrier certain legal expenses incurred connection wechsler action fiscal year ended march 31 1994 operating expenses fiscal year ended march 31 1995 consisted primarily consulting fees paid management companys affairs legal fees incurred conjunction litigation including advancement certain legal fees behalf certain current former 12 directors officers company arising legal proceedings discussed part item 3 historically comfed conduct substantial operations relied interest income fund limited operations additionally prior december 14 1990 bank funded companys operating expenses light substantial uncertainties associated rtc taking possession bank company cannot predict amount liabilities may discharged comfed company expect profitable future due limited financial resources plan engage new business activities accordingly ability company continue going concern subject significant uncertainty substantial doubt commitments contingencies described part item 3 legal proceedings notes 1 7 companys financial statements substantial uncertainties associated matters involving company rtc certain litigation company unable predict ultimate outcome matters company defendant wechsler litigation initiated 1989 intends vigorously defend negotiated settlement cannot achieved intervened certain litigation purpose obtaining reimbursement losses may incurred connection claims comfed officers directors item 8 item 7 managements discussion analysis financial condition results operations overview december 14 1990 ots placed companys direct operating subsidiary comfed savings bank conservatorship appointed rtc conservator effect action remove management control bank banks operating activities company subsequently february 1 1991 ots appointed rtc receiver bank september 13 1991 bank ceased functioning financial institution major components bank sold rtc third parties company realize value dispositions financial statements comfed reflected bank discontinued operation since december 1990 comfed stopped recording share losses incurred bank subsidiary effective november 30 1990 last fiscal month company exercised control banks operations company sufficient capital engage significant income producing activities board directors believe additional capital could raised support activities investment company time would inhibited possibility rtc receiver bank person might make claim company receivers insolvent institutions made claims holding companies institutions variety grounds company aware material pending threatened claims described part item 3 legal proceedings assurance given claim made view foregoing general risks associated generating acquiring incomeproducing business companys board directors believe would possible attract additional investment capital purpose remaining assets company march 31 1994 consist primarily cash us treasury securities aggregating approximately 199000 expected remaining assets utilized satisfy creditor claims defend litigation dissolve company accordingly likelihood remaining assets proceeds thereof available distribution stockholders remote expected outcome complete loss stockholders equity company comfed recoverable income taxes paid prior years current losses may carried back result comfed receive tax benefit currently incurred losses unless generates taxable income future periods comfed taxable income future periods would provide taxes applicable federal state tax rates subject loss carryforward may available expected comfed taxable income future periods since significant income producing activities 11 operating losses comfed savings bank available comfed tax purposes due restrictions outlined internal revenue code regarding change ownership control receivership proceedings bank company expect profitable future due limited financial resources plan engage new business activities light companys circumstances management presented plan board directors orderly winding company time board intends continue fund legal defenses described part item 3 legal proceedings ii companys remaining regulatory reporting tax obligations time legal proceedings resolved companys assets depleted board directors believes likelihood remote company continue going concern assets company available distribution shareholders board anticipates assets remaining distribution shareholders board anticipate seeking shareholder approval formal dissolution company results operations bank companys direct operating entity financial activity company minimal since date banks conservatorship december 1990 company receives interest income interestbearing cash accounts investment shortterm us treasury securities interest income expected decline invested assets reduced fund company expenses obligations income fiscal year ended march 31 1994 represented return credit balance totalling approximately 9000 former health plan provider income fiscal year ended march 31 1993 represented nonrecurring refund liability insurance premiums paid fiscal 1991 management anticipate material additional insurance premium similar refunds future however company may obtain partial reimbursement directors officers liability insurance carrier portion legal expenses incurred connection wechsler action referred part item 3 legal proceedings operating expenses fiscal year ended march 31 1994 consisted primarily legal fees incurred conjunction litigation including advancement certain legal fees behalf certain current former directors officers company arising legal proceedings discussed part item 3 regulatory corporate matters consulting fees paid management companys affairs company directors officer liability insurance carrier executed agreement april 1993 whereby substantial portion defense costs previously advanced company connection wechsler claim company certain former directors officers subject advancement insurance carrier see part item 3 legal proceedings june 1994 insurance carrier 12 indicated would begin advance 100 allowable defense costs wechsler action effective immediately historically comfed conduct substantial operations relied interest income fund limited operations additionally prior december 14 1990 bank funded companys operating expenses light substantial uncertainties associated rtc taking possession bank company cannot predict amount liabilities may discharged comfed company expect profitable future due limited financial resources plan engage new business activities accordingly ability company continue going concern subject significant uncertainty substantial doubt commitments contingencies described part item 3 legal proceedings notes 1 7 companys financial statements substantial uncertainties associated matters involving company rtc company unable predict ultimate outcome matters fully described part item 3 legal proceedings note 7 companys financial statements company defendant certain litigation initiated 1989 intends vigorously defend negotiated settlement cannot achieved intervened certain litigation purpose obtaining reimbursement losses may incurred connection claims comfed officers directors item 8  item 8 financial statements supplementary data information required response item contained pages form 10k incorporated herein reference item 9 item 8 financial statements supplementary data information required response item contained pages form 10k incorporated herein reference item 9 