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
Item 3 - Legal Proceedings -----------------
Registrant is not currently involved, nor has it been involved in any legal proceedings since its inception.
Item 4
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
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 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 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations -------------------------------------------------
Results of Operations: - - - - - ---------------------
For the year ended November 30, 1994, Dollar Finance, Inc. ("Registrant") reported net income of $3,440,000 or $16,000 per share after deducting dividends on the shares of Market Auction Preferred Stock ("MAPS"). Net income for fiscal 1993 was $4,745,000, or $45,000 per share after deducting MAPS dividends and for fiscal year 1992, $5,747,000, or $55,000 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 1994, 1993, and 1992 from security transactions in which Registrant sold mortgage-backed securities back to Dollar Bank at market value, resulting in gains/(losses) of $(565,962), $902,975 and $72,557, 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.
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 $2,502,000 in 1994, $2,071,000 in 1993 and $2,427,000 in 1992. The applicable dividend rates on MAPS dividends at November 30, 1994, 1993 and 1992 were 3.814%, 3.09% and 2.58%, respectively. Registrant's retained earnings were also reduced during 1992 by a common stock dividend payment to Dollar Bank of $15,000,000 on its shares of common stock. No common stock dividends were paid during 1994 or 1993.
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 was 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. Retained earnings for 1994 and 1993 is increased/(decreased) by approximately $(35,000) and $1,241,000, respectively for the impact of applying FASB Statement No. 115, which requires that the unrealized gains (losses) on investment securities available for sale be recognized as a separate component of capital. The net unrealized gain/(loss) for 1994 and 1993 of $(57,000) and $2,068,000 is shown net of deferred federal income tax/(benefit) of $(22,000) and $827,000, respectively.
The deferred tax (benefit)/liability of $(22,000) and $827,000 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 as of November 30, 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 (benefit)/liability reflected in fiscal 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.
Management expects the yield recognized on the required assets of Registrant to continue to exceed the applicable dividend rate on MAPS dividends, which averaged 3.34% on the liquidation value of each share during fiscal 1994.
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 provides long-term liquidity necessary for any future redemption of MAPS shares.
The Registrant does not anticipate that changes in tax legislation in 1993 will have any material impact on its liquidity position.
Item 8 - Financial Statements and Supplementary Data -------------------------------------------
-----------------------------
Page No. -----
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 11
Financial Statements:
Statements of Condition, November 30, 1994 and November 30, 1993 . . . . . . . . . . . . . . . . . . . . . . 12
Statements of Earnings, For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . . . . . . . . 13
Statements of Changes in Equity Capital, For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . . . . . . 14
Statements of Cash Flows, For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . . . . . . . . 15
Notes to Financial Statements . . . . . . . . . . . . . . . . 16
Ernst & Young One Oxford Centre Pittsburgh, PA 15219
Phone: (412) 644-7800
Independent Auditor's Report
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, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 1994 in conformity with generally accepted accounting principles.
As discussed in Note 2 to the financial statements, in 1993 the Company changed its method of accounting for investment securities.
Ernst & Young
Dollar Finance, Inc. Statement of Changes in Equity Capital ($-In Thousands - except dividends per share amounts)
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.
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, 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 and GNMA modified pass-through certificates. As outlined in Note 2, in 1994 and 1993 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 retained earnings 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 retained earnings of $33,000 at November 30, 1994 net of Federal tax of $22,000.
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, 1993:
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 3 6,237 6,237 0 0 6,237 6,237 --- -------- -------- ------ ------- -------- -------- 3 $ 6,237 $ 6,237 $ 0 $ 0 $ 6,237 $ 6,237 ========
Securities Available for Sale: - - - - - ----------------------------- FNMA Certificates 11 10,918 11,020 188 0 11,208 11,208 FHLMC Certificates 33 111,986 113,385 1,880 0 115,215 115,215 --- ------- ------- ------ ---- -------- ------- 44 $122,904 $124,335 $2,068 $ 0 $126,423 $126,423 ========
/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.
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 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 1994 (the dividend payable on December 6, 1994 was accrued through November 30, 1994) was as follows:
November 9, 1993 - December 29, 1993 3.090% December 30, 1993 - February 16, 1994 2.950% February 17, 1994 - April 6, 1994 2.850% April 7, 1994 - May 25, 1994 2.960% May 26, 1994 - July 13, 1994 3.500% July 14, 1994 - August 31, 1994 3.520% September 1, 1994 - October 19, 1994 3.630% October 20, 1994 - December 6, 1994 3.814%
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.
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 1994 and for all prior periods.
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 1994 and for all prior periods.
7. Security Transactions ---------------------
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 $903,000.
During fiscal 1992, Registrant purchased from Dollar Bank fifteen FNMA adjustable rate certificates and twelve FHLMC adjustable rate certificates with an aggregate book value of $64,731,000 and sold nine FHLMC adjustable rate certificates with a net book value and market value of $9,147,000 and $9,220,000, respectively. Proceeds from the sales amounted to $9,370,000, and resulted in a net gain of $73,000.
8. Income Taxes ------------
In February 1992, the Financial Accounting Standards Board issued Statement No. 109, "Accounting for Income Taxes." As explained in Note 2, the Registrant adopted the provisions of the standard in its November 30, 1993 fiscal year and restated its 1992 and 1991 financial statements.
Under Statement No 109, the liability method is used 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 1994, 1993, and 1992 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, 1994 and 1993 of $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 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 1994 1993 1992 ----------------------
Federal Income Tax Statutory Rate 35% 35% 34%
Intercompany Gain/(Loss) on Sale of Securities; Eliminated for Federal Tax Purposes 0 (5) 0
Other, Net 0 (1) 0 ------------------------
Effective Rate 35% 29% 34% ======================
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 62 Chairman of the Retired since 1993; Board; Director previously Executive Vice President of Dollar Bank.
Robert P. Oeler 45 President; Executive Vice President Director of Dollar Bank since 1992; previously Senior Vice President.
Thomas A. Kobus 42 Treasurer; Senior Vice President and Director Treasurer of Dollar Bank since 1992; previously Vice President and Treasurer.
Robert L. German 70 Vice President Vice President, Security- and Assistant Columbian, Division, U.S. Secretary; Banknote Company. Director
Robert T. Messner 56 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, 1994:
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 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.
During fiscal 1992, the Registrant sold nine 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 $72,556 was recognized. Several securities were also purchased from Dollar Bank with an aggregate book value of approximately $64,731,000.
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, 1994 and November 30, 1993 . . . . . . . . . . . . . 12
Statements of Earnings - For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . 13
Statements of Changes in Equity Capital - For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . 14
Statements of Cash Flows - For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . 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.
PAGE
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, 1995 Date: February 22, 1995
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, 1995 Hay Walker Director
- - - - - ----------------------- President; Director Date: February 22, 1995 Robert P. Oeler
- - - - - ----------------------- Treasurer; Date: February 22, 1995 Thomas A. Kobus Director
- - - - - ----------------------- Vice President and Date: February 22, 1995 Robert L. German Assistant Secretary; Director
- - - - - ----------------------- Secretary; Director Date: February 22, 1995 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.
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations -------------------------------------------------
Results of Operations: - - - - - ---------------------
For the year ended November 30, 1994, Dollar Finance, Inc. ("Registrant") reported net income of $3,440,000 or $16,000 per share after deducting dividends on the shares of Market Auction Preferred Stock ("MAPS"). Net income for fiscal 1993 was $4,745,000, or $45,000 per share after deducting MAPS dividends and for fiscal year 1992, $5,747,000, or $55,000 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 1994, 1993, and 1992 from security transactions in which Registrant sold mortgage-backed securities back to Dollar Bank at market value, resulting in gains/(losses) of $(565,962), $902,975 and $72,557, 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.
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 $2,502,000 in 1994, $2,071,000 in 1993 and $2,427,000 in 1992. The applicable dividend rates on MAPS dividends at November 30, 1994, 1993 and 1992 were 3.814%, 3.09% and 2.58%, respectively. Registrant's retained earnings were also reduced during 1992 by a common stock dividend payment to Dollar Bank of $15,000,000 on its shares of common stock. No common stock dividends were paid during 1994 or 1993.
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 was 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. Retained earnings for 1994 and 1993 is increased/(decreased) by approximately $(35,000) and $1,241,000, respectively for the impact of applying FASB Statement No. 115, which requires that the unrealized gains (losses) on investment securities available for sale be recognized as a separate component of capital. The net unrealized gain/(loss) for 1994 and 1993 of $(57,000) and $2,068,000 is shown net of deferred federal income tax/(benefit) of $(22,000) and $827,000, respectively.
The deferred tax (benefit)/liability of $(22,000) and $827,000 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 as of November 30, 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 (benefit)/liability reflected in fiscal 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.
Management expects the yield recognized on the required assets of Registrant to continue to exceed the applicable dividend rate on MAPS dividends, which averaged 3.34% on the liquidation value of each share during fiscal 1994.
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 provides long-term liquidity necessary for any future redemption of MAPS shares.
The Registrant does not anticipate that changes in tax legislation in 1993 will have any material impact on its liquidity position.
Item 8
Item 8 - Financial Statements and Supplementary Data -------------------------------------------
-----------------------------
Page No. -----
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 11
Financial Statements:
Statements of Condition, November 30, 1994 and November 30, 1993 . . . . . . . . . . . . . . . . . . . . . . 12
Statements of Earnings, For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . . . . . . . . 13
Statements of Changes in Equity Capital, For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . . . . . . 14
Statements of Cash Flows, For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . . . . . . . . 15
Notes to Financial Statements . . . . . . . . . . . . . . . . 16
Ernst & Young One Oxford Centre Pittsburgh, PA 15219
Phone: (412) 644-7800
Independent Auditor's Report
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, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 1994 in conformity with generally accepted accounting principles.
As discussed in Note 2 to the financial statements, in 1993 the Company changed its method of accounting for investment securities.
Ernst & Young
Dollar Finance, Inc. Statement of Changes in Equity Capital ($-In Thousands - except dividends per share amounts)
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.
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, 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 and GNMA modified pass-through certificates. As outlined in Note 2, in 1994 and 1993 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 retained earnings 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 retained earnings of $33,000 at November 30, 1994 net of Federal tax of $22,000.
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, 1993:
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 3 6,237 6,237 0 0 6,237 6,237 --- -------- -------- ------ ------- -------- -------- 3 $ 6,237 $ 6,237 $ 0 $ 0 $ 6,237 $ 6,237 ========
Securities Available for Sale: - - - - - ----------------------------- FNMA Certificates 11 10,918 11,020 188 0 11,208 11,208 FHLMC Certificates 33 111,986 113,385 1,880 0 115,215 115,215 --- ------- ------- ------ ---- -------- ------- 44 $122,904 $124,335 $2,068 $ 0 $126,423 $126,423 ========
/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.
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 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 1994 (the dividend payable on December 6, 1994 was accrued through November 30, 1994) was as follows:
November 9, 1993 - December 29, 1993 3.090% December 30, 1993 - February 16, 1994 2.950% February 17, 1994 - April 6, 1994 2.850% April 7, 1994 - May 25, 1994 2.960% May 26, 1994 - July 13, 1994 3.500% July 14, 1994 - August 31, 1994 3.520% September 1, 1994 - October 19, 1994 3.630% October 20, 1994 - December 6, 1994 3.814%
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.
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 1994 and for all prior periods.
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 1994 and for all prior periods.
7. Security Transactions ---------------------
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 $903,000.
During fiscal 1992, Registrant purchased from Dollar Bank fifteen FNMA adjustable rate certificates and twelve FHLMC adjustable rate certificates with an aggregate book value of $64,731,000 and sold nine FHLMC adjustable rate certificates with a net book value and market value of $9,147,000 and $9,220,000, respectively. Proceeds from the sales amounted to $9,370,000, and resulted in a net gain of $73,000.
8. Income Taxes ------------
In February 1992, the Financial Accounting Standards Board issued Statement No. 109, "Accounting for Income Taxes." As explained in Note 2, the Registrant adopted the provisions of the standard in its November 30, 1993 fiscal year and restated its 1992 and 1991 financial statements.
Under Statement No 109, the liability method is used 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 1994, 1993, and 1992 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, 1994 and 1993 of $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 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 1994 1993 1992 ----------------------
Federal Income Tax Statutory Rate 35% 35% 34%
Intercompany Gain/(Loss) on Sale of Securities; Eliminated for Federal Tax Purposes 0 (5) 0
Other, Net 0 (1) 0 ------------------------
Effective Rate 35% 29% 34% ======================
Item 9
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
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 62 Chairman of the Retired since 1993; Board; Director previously Executive Vice President of Dollar Bank.
Robert P. Oeler 45 President; Executive Vice President Director of Dollar Bank since 1992; previously Senior Vice President.
Thomas A. Kobus 42 Treasurer; Senior Vice President and Director Treasurer of Dollar Bank since 1992; previously Vice President and Treasurer.
Robert L. German 70 Vice President Vice President, Security- and Assistant Columbian, Division, U.S. Secretary; Banknote Company. Director
Robert T. Messner 56 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
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
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, 1994:
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
Item 13 - Certain Relationships and Related Transactions ----------------------------------------------
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.
During fiscal 1992, the Registrant sold nine 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 $72,556 was recognized. Several securities were also purchased from Dollar Bank with an aggregate book value of approximately $64,731,000.
PART IV
Item 14
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, 1994 and November 30, 1993 . . . . . . . . . . . . . 12
Statements of Earnings - For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . 13
Statements of Changes in Equity Capital - For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . 14
Statements of Cash Flows - For the Years Ended November 30, 1994, November 30, 1993, and November 30, 1992 . . . . . . . . . . . . . . . 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.
PAGE
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, 1995 Date: February 22, 1995
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, 1995 Hay Walker Director
- - - - - ----------------------- President; Director Date: February 22, 1995 Robert P. Oeler
- - - - - ----------------------- Treasurer; Date: February 22, 1995 Thomas A. Kobus Director
- - - - - ----------------------- Vice President and Date: February 22, 1995 Robert L. German Assistant Secretary; Director
- - - - - ----------------------- Secretary; Director Date: February 22, 1995 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.