UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported):
January 26, 2009
[Missing Graphic Reference]
FIRSTFED
FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9566
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95-4087449
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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12555
W. Jefferson Boulevard
Los
Angeles, California
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90066
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(310) 302-5600
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
January 26, 2009, FirstFed Financial Corp. (the “Company”) and its wholly-owned
subsidiary, First Federal Bank of California, FSB (the “Bank”) each consented to
the issuance of an Order to Cease and Desist (the “Company Order” and the “Bank
Order,” respectively, and together, the “Orders”) by the Office of Thrift
Supervision (the “OTS”).
The
Company Order requires that the Company notify, or in certain cases receive the
permission of, the OTS prior to (i) declaring, making or paying any dividends or
other capital distributions on its capital stock; (ii) incurring, issuing,
renewing, repurchasing or rolling over any debt, increasing any current lines of
credit or guaranteeing the debt of any entity; (iii) making payments (including,
without limitation, principal, interest or fees of any kind) on any existing
debt; (iv) making certain changes to its directors or senior executive officers;
(v) entering into, renewing, extending or revising any contractual arrangement
related to compensation or benefits with any of its directors or senior
executive officers; and (vi) making any golden parachute payments or prohibited
indemnification payments. The Company Order also requires that the
Company submit to the OTS within fifteen (15) days a detailed capital plan to
address how the Bank will remain “well capitalized” (as defined in 12 C.F.R. §
565.4) at each quarter-end through December 31, 2011.
The Bank Order requires that the Bank
notify, or in certain cases receive the permission of, the OTS prior to (i)
increasing its total assets in any quarter in excess of an amount equal to net
interest credited on deposits during the quarter (other than for balance sheet
increases resulting from activities to maintain liquidity); (ii) making certain
changes to its directors or senior executive officers; (iii) entering into,
renewing, extending or revising any contractual arrangement related to
compensation or benefits with any of its directors or senior executive officers;
(iv) making any golden parachute or prohibited indemnification payments; (v)
paying dividends or making other capital distributions on its capital stock;
(vi) entering into certain transactions with affiliates; and (vii) entering into
third-party contracts outside the normal course of
business.
The
Bank Order also requires that the Bank submit to the OTS within fifteen (15)
days a detailed capital plan to address how the Bank will remain “well
capitalized” (as defined in 12 C.F.R. § 565.4) at each quarter-end through
December 31, 2011. If the Bank fails to remain “well capitalized,”
the Bank must then submit to the OTS a detailed contingency plan to accomplish
either a merger with or acquisition by another federally insured institution or
holding company thereof, or a voluntary liquidation of the Bank. The
Bank must also submit to the OTS within prescribed time periods a classified
asset reduction plan, liquidity plan, business plan and loan documentation plan,
and refrain from any unsafe and unsound practices that resulted in the current
high level of classified assets, inadequate capital, poor earnings, and limited
liquidity.
Any
material failure to comply with the provisions of the Orders could result in
enforcement actions by the OTS. While the Company and the Bank each intend to
take such actions as may be necessary to enable it to comply with the
requirements of its respective Order, there can be no assurance that it will be
able to comply fully with the provisions of such Order, or to do so within the
timeframes required, that compliance with such Order will not be more time
consuming or more expensive than anticipated, or that efforts to comply with
such Order will not have adverse effects on its operations and financial
condition.
The
description of each Order and the corresponding Stipulation and Consent to
Issuance of Order to Cease and Desist set forth in this Item 1.01 is qualified
in its entirety by reference to the Orders and Stipulations, copies of which are
attached as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and are incorporated by
reference herein in their entirety.
Item 7.01.
Regulation FD
Disclosure.
On
January 26, 2009, the Company issued a press release announcing the issuance of
the Orders and a reduction in the Bank’s workforce. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K. The information furnished pursuant to Item 7.01 and Exhibit 99.1
of this Current Report on Form 8-K shall not be deemed to be “filed” for
purposes of Section 18 of the Exchange Act or otherwise subject to the
liability of that section, nor shall it be deemed incorporated by reference into
any registration statement or other document pursuant to the Securities Act or
the Exchange Act, except as expressly stated by specific reference in such
filing.
Item
8.01 Other
Events
On
January 26, 2009, the Company, as part of its strategic plan, announced a
reduction in the staff of the Bank by 62 persons, or approximately 10% of the
Bank’s current workforce. The reductions will come primarily from the
Bank’s single family lending and commercial lending operations as well as some
reduction in support areas of the Bank. The Company currently expects
to record approximately $553,000 in charges for salary and benefits to be paid
in accordance with the California Relocations, Terminations and Mass Layoffs Act
during the quarter ending March 31, 2009. The Company also currently
expects this workforce reduction to result in estimated annualized compensation
cost savings of approximately $4.2 million.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Order
to Cease and Desist with the Company dated January 26,
2009.
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10.2
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Stipulation
and Consent to Issuance of Order to Cease and Desist with the Company
dated January 26, 2009.
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10.3
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Order
to Cease and Desist with the Bank dated January 26,
2009.
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10.4
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Stipulation
and Consent to Issuance of Order to Cease and Desist with the Bank dated
January 26, 2009.
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99.1
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Press
Release dated January 26, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FIRSTFED
FINANCIAL CORP.
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(Registrant)
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January
26, 2009
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By:
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/s/
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Babette
E. Heimbuch
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Babette
E. Heimbuch
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Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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10.1
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Order
to Cease and Desist with the Company dated January 26,
2009.
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10.2
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Stipulation
and Consent to Issuance of Order to Cease and Desist with the Company
dated January 26, 2009.
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10.3
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Order
to Cease and Desist with the Bank dated January 26,
2009.
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10.4
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Stipulation
and Consent to Issuance of Order to Cease and Desist with the Bank dated
January 26, 2009.
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99.1
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Press
Release dated January 26, 2009.
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Exhibit
10.1
UNITED
STATES OF
AMERICA
Before
the
OFFICE
OF THRIFT SUPERVISION
In the
Matter
of
Order No.: WE-09-002
FIRSTFED FINANCIAL
CORPORATION
Effective Date: January 26, 2009
Santa
Monica,
California.
OTS
Docket No.
H-1081
ORDER TO CEASE AND
DESIST
WHEREAS,
FirstFed Financial
Corporation, Santa Monica, California, OTS Docket No. H-1081 (the Holding
Company), the holding company for First Federal Bank of California, FSB, OTS
Docket No. 01405 (the Association), by and through its Board of Directors
(Board) has executed a Stipulation and Consent to the Issuance of an Order to
Cease and Desist (Stipulation); and
WHEREAS
, the Holding Company,
by executing the Stipulation, has consented and agreed to the issuance of this
Order to Cease and Desist (Order) by the Office of Thrift Supervision (OTS)
pursuant to 12 USC § 1818(b); and
WHEREAS,
pursuant to delegated
authority, the OTS Regional Director for the West Region, is authorized to issue
orders to cease and desist where a savings and loan holding company has
consented to the issuance of an order.
FirstFed
Financial Corporation
OTS No.
H-1081
Order to
Cease and Desist
NOW, THEREFORE, IT IS ORDERED
that:
I.
Capital
Plan
.
A. Within
fifteen (15) days, the Holding Company shall submit to OTS for review and
approval a detailed capital plan to address how the Association will remain
“well capitalized” as defined in 12 CFR § 565.4, at each quarter-end through
December 31, 2011.
II.
Operating
Restrictions
.
A.
Capital
Distributions
. Effective immediately, the Holding Company
shall not declare, make, or pay any dividends or other capital distributions or
redeem any capital stock without receiving the prior written non-objection of
OTS. The Holding Company’s written request for such non-objection
shall be submitted to OTS at least thirty (30) days prior to the anticipated
date of the proposed dividend payment or capital distribution.
B.
Debt
Limitations/Restrictions
. Effective immediately, the Holding
Company shall not incur, issue, renew, repurchase, or rollover any debt,
increase any current lines of credit, or guarantee the debt of any entity
without receiving the prior written non-objection of OTS. The Holding
Company’s written request for such non-objection shall be submitted to OTS at
least thirty (30) days prior to the anticipated date of any such proposed
action.
C.
Payment
Limitations/Restrictions
. Effective immediately, the Holding
Company shall make no payments (including but not limited to principal,
interest, or fees of any kind) on any existing debt without receiving the prior
written non-objection of OTS. The Holding Company’s written request
for such non-objection shall be submitted to OTS at least thirty (30) days prior
to the anticipated date of any such proposed payment.
FirstFed
Financial Corporation
OTS No.
H-1081
Order to
Cease and Desist
D.
Management
Changes
. Effective immediately, the Holding Company shall
comply with the requirements set forth in 12 CFR Part 563, Subpart
H.
E.
Employment Contracts and
Compensation Arrangements
. Effective immediately, the Holding
Company shall not enter into, renew, extend, or revise any contractual
arrangement relating to compensation or benefits for any Senior Executive
Officer or Director of the Holding Company, unless it first provides OTS with
not less than thirty (30) days prior written notice of the proposed
transaction. The notice to OTS shall include a copy of the proposed
employment contract or compensation arrangement, or a detailed written
description of the compensation arrangement to be offered such Officer or
Director, including all benefits and perquisites. The Board shall
ensure that any contract, agreement, or arrangement submitted to OTS fully
complies with the requirements of 12 CFR Part 359, 12 CFR §§ 563.39 and
563.161(b) and 12 CFR Part 570 – Appendix A.
F.
Severance and
Indemnification Payments
. Effective immediately, the Holding
Company shall not make any golden parachute payment
1
or prohibited indemnification payment
2
unless, with respect to each such payment, the Holding Company has complied with
the requirements of 12 CFR Part 359 and as to indemnification payments, 12 CFR §
545.121.
III.
Effective Date,
Incorporation of Stipulation
.
This Order is effective on the
Effective Date as shown on the first page. The Stipulation is made a
part hereof and is incorporated herein by this reference.
IV.
Duration
.
This
Order shall remain in effect until terminated, modified or suspended, by written
notice of such action by OTS, acting by and through its authorized
representatives.
V.
Time
Calculations
.
A. Calculation
of time limitations for compliance with the terms of this Order run from the
Effective Date and shall be based on calendar days, unless otherwise
noted.
B. OTS
may extend any of the deadlines set forth in the provisions of this Order upon
written request by the Holding Company that includes reasons in support for any
such extension. Any OTS extension shall be made in
writing.
VI.
Submissions and
Notices
.
A. All
submissions, including progress reports, to OTS that are required by or
contemplated by this Order shall be submitted within the specified
timeframes.
B. Except
as otherwise provided herein, all submissions, requests, communications,
consents or other documents relating to this Order shall be in writing and sent
by first-class U.S. mail (or by reputable overnight carrier, electronic
facsimile transmission or hand delivery by messenger) addressed as
follows:
Edwin L. Chow, Acting Regional
Director
Office of Thrift Supervision, West
Region
2001 Junipero Serra Boulevard, Suite
650
Daly City, CA 94014-3897
with a
copy to:
Timothy
J. Lane, Assistant Director
Office of Thrift Supervision, West
Region
1551 N. Tustin Avenue, Suite
1050
Santa
Ana, CA 92705
1
The term
“golden parachute payment” is defined at 12 CFR §
359.1(f).
2
The term
“prohibited indemnification payment” is defined at 12 CFR §
359.1(l).
FirstFed
Financial Corporation
OTS No.
H-1081
Order to
Cease and Desist
VII.
No Violations
Authorized
.
Nothing
in this Order or the Stipulation shall be construed as allowing the Holding
Company, its Board, officers, or employees to violate any law, rule, or
regulation.
IT
IS SO ORDERED.
OFFICE
OF THRIFT SUPERVISION
By:
/s/ Edwin L.
Chow
Edwin L. Chow
Acting
Regional Director, West Region
Date:
See Effective Date on page
1
70069626.1
FirstFed
Financial Corporation
OTS No.
H-1081
Order to
Cease and Desist
Exhibit 10.2
UNITED
STATES OF AMERICA
Before
the
OFFICE
OF THRIFT SUPERVISION
In the
Matter
of
Order No.: WE-09-002
FIRSTFED FINANCIAL
CORPORATION
Effective
Date: January 26, 2009
Santa
Monica,
California.
OTS
Docket No.
H-1081
STIPULATION
AND CONSENT TO
ISSUANCE OF ORDER TO CEASE
AND DESIST
WHEREAS
, the Office of Thrift
Supervision (OTS), acting by and through its Regional Director for the West
Region (Regional Director), and based upon information derived from the exercise
of its regulatory and supervisory responsibilities, has informed FirstFed
Financial Corporation, Santa Monica, California, OTS Docket No. H-1081 (Holding
Company), that OTS is of the opinion that grounds exist to initiate an
administrative proceeding against the Holding Company pursuant to 12 USC §
1818(b);
WHEREAS,
the Regional
Director, pursuant to delegated authority, is authorized to issue orders to
cease and desist where a savings and loan holding company has consented to the
issuance of an order; and
WHEREAS
, the Holding Company
desires to cooperate with OTS to avoid the time and expense of such
administrative cease and desist proceeding by entering into this Stipulation and
Consent to the Issuance of Order to Cease and Desist (Stipulation) and, without
admitting or denying that such grounds exist, but only admitting the statements
and conclusions in
¶
1 below concerning
Jurisdiction, hereby stipulates and agrees to the following terms:
1.
Jurisdiction
.
a. The
Holding Company is a “savings and loan holding company” within the meaning of 12
USC § 1813(w)(3) and 12 USC § 1467a. Accordingly, the Holding Company
is a “depository institution holding company” as that term is defined in 12 USC
§ 1813(w)(1); and
b. Pursuant
to 12 USC § 1818(b)(9), the “appropriate Federal banking agency” may initiate a
cease-and-desist proceedings against a savings and loan holding company in the
same manner and to the same extent as a savings association for regulatory
violations and unsafe and unsound acts or practices; and
b. Pursuant
to 12 USC § 1813(q), the Director of OTS is the “appropriate Federal banking
agency” with jurisdiction to maintain an administrative enforcement proceeding
against a savings and loan holding company. Therefore, the Holding
Company is subject to the authority of OTS to initiate and maintain an
administrative cease and desist proceeding against it pursuant to 12 USC §
1818(b) and (b)(9).
2.
OTS Findings of
Fact
.
Based upon information derived from its
ongoing supervision of the Holding Company, the OTS finds that the Holding
Company has engaged in unsafe and unsound practices, and has failed to ensure
that its wholly owned savings association subsidiary, First Federal Bank of
California, FSB, did not engage in unsafe and unsound practices that resulted in
inadequate asset quality, earnings, liquidity planning, and capital levels at
the Association.
3.
Consent
.
The Holding Company consents to the
issuance by OTS of the accompanying Order to Cease and Desist
(Order). The Holding Company further agrees to comply with the terms
of the
FirstFed
Financial Corporation
OTS No.
H-1081
Stipulation
to Order to Cease and Desist
Order
upon the Effective Date of the Order and stipulates that the Order complies with
all requirements of law.
4.
Finality
.
The Order is issued by OTS under 12 USC
§ 1818(b) and upon the Effective Date it shall be a final order, effective and
fully enforceable by OTS under the provisions of 12 USC § 1818(i).
5.
Waivers
.
The Holding Company waives the
following:
a. The
right to be served with a written notice of OTS’s charges against it as provided
by 12 USC § 1818(b) and 12 CFR Part 509;
b. The
right to an administrative hearing of OTS’s charges as provided by 12 USC §
1818(b) and 12 CFR Part 509;
c. The
right to seek judicial review of the Order, including, without limitation, any
such right provided by 12 USC § 1818(h), or otherwise to challenge the validity
of the Order; and
d. Any
and all claims against OTS, including its employees and agents, and any other
governmental entity for the award of fees, costs, or expenses related to this
OTS enforcement matter and/or the Order, whether arising under common law,
federal statutes or otherwise.
6.
OTS Authority Not
Affected
.
Nothing in this Stipulation or
accompanying Order shall inhibit, estop, bar or otherwise prevent OTS from
taking any other action affecting the Holding Company if at any time OTS deems
it appropriate to do so to fulfill the responsibilities placed upon OTS by
law.
FirstFed
Financial Corporation
OTS No.
H-1081
Stipulation
to Order to Cease and Desist 70069628.1
7.
Other Governmental Actions
Not Affected
.
The Holding Company acknowledges and
agrees that its consent to the issuance of the Order is solely for the purpose
of resolving the matters addressed herein, consistent with Paragraph 6 above,
and does not otherwise release, discharge, compromise, settle, dismiss, resolve,
or in any way affect any actions, charges against, or liability of the Holding
Company that arise pursuant to this action or otherwise, and that may be or have
been brought by any governmental entity other than OTS.
8.
Miscellaneous
.
a. The
laws of the United States of America shall govern the construction and validity
of this Stipulation and of the Order;
b. If
any provision of this Stipulation and/or the Order is ruled to be invalid,
illegal, or unenforceable by the decision of any Court of competent
jurisdiction, the validity, legality, and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby, unless
the Regional Director in his or her sole discretion determines
otherwise;
c. All
references to OTS in this Stipulation and the Order shall also mean any of the
OTS’s predecessors, successors, and assigns;
d. The
section and paragraph headings in this Stipulation and the Order are for
convenience only and shall not affect the interpretation of this Stipulation or
the Order;
e. The
terms of this Stipulation and of the Order represent the final agreement of the
parties with respect to the subject matters thereof, and constitute the sole
agreement of the parties with respect to such subject matters; and
FirstFed
Financial Corporation
OTS No.
H-1081
Stipulation
to Order to Cease and Desist 70069628.1
f. The
Stipulation and Order shall remain in effect until terminated, modified, or
suspended in writing by OTS, acting through its Regional Director or other
authorized representative.
9.
Signature of Directors/Board
Resolution
.
Each Director of the Holding Company
signing this Stipulation attests that he or she voted in favor of a Board
Resolution authorizing the consent of the Holding Company to the issuance of the
Order and the execution of the Stipulation. The Stipulation may be
executed in counterparts by the Directors after approval of execution of the
Stipulation at a duly called board meeting. A copy of the Board
Resolution authorizing execution of this Stipulation shall be delivered to OTS,
along with the executed original(s) of this Stipulation.
REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK
FirstFed
Financial Corporation
OTS No.
H-1081
Stipulation
to Order to Cease and Desist 70069628.1
WHEREFORE,
the Holding
Company, by its directors, executes this Stipulation.
Accepted by:
FIRSTFED
FINANCIAL
CORPORATION OFFICE
OF THRIFT SUPERVISION
Santa
Monica, California
By:
/s/ Babette E.
Heimbuch
By:
/s/ Edwin L.
Chow
Babette E.
Heimbuch Edwin
L. Chow
Chairman of the
Board Acting
Regional Director, West Region
and Chief Executive
Officer
Date: See Effective Date on
page 1
/s/ Gisselle
Acevedo
Gisselle Acevedo, Director
/s/ Brian
Argrett
Brian Argrett, Director
/s/ Nicholas C.
Biase
Nicholas C. Biase,
Director
/s/ Jesse
Casso
Jesse Casso, Director
/s/ James P.
Giraldin
James P. Giraldin,
Director
/s/ Christopher M.
Harding
Christopher M. Harding,
Director
/s/ William G.
Ouchi
William G. Ouchi, Director
/s/ William P.
Rutledge
William P. Rutledge,
Director
/s/ Steven L.
Soboroff
Steven L. Soboroff,
Director
Exhibit 10.3
UNITED
STATES OF AMERICA
Before
the
OFFICE
OF THRIFT SUPERVISION
In the
Matter
of
Order
No.: WE-09-001
FIRST FEDERAL
BANK
Effective
Date: January 26, 2009
OF CALIFORNIA,
FSB,
Santa
Monica,
California.
OTS
Docket No.
01792
ORDER TO CEASE AND
DESIST
WHEREAS,
First Federal Bank of
California, FSB, Santa Monica, California, OTS Docket No. 01792 (the
Association), by and through its Board of Directors (Board) has executed a
Stipulation and Consent to the Issuance of an Order to Cease and Desist
(Stipulation); and
WHEREAS
, the Association, by
executing the Stipulation, has consented and agreed to the issuance of this
Order to Cease and Desist (Order) by the Office of Thrift Supervision (OTS)
pursuant to 12 USC § 1818(b); and
WHEREAS,
pursuant to delegated
authority, the OTS Regional Director for the West Region (Regional Director), is
authorized to issue consent orders to cease and desist where a savings
association has consented to the issuance of an order.
NOW, THEREFORE, IT IS ORDERED
that:
I.
Cease and
Desist
.
The Association and its directors,
officers, and employees shall cease and desist from any action (alone or with
others) for or toward, causing, bringing about, participating in or
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
counseling
or aiding and abetting any unsafe or unsound practice that resulted in the
current high level of classified assets, inadequate capital, poor earnings, and
limited liquidity.
II.
Capital
Plan
.
A. Within
fifteen (15) days, the Board shall adopt and submit a written Capital Plan to
the Regional Director for review and comment. The Capital Plan shall
address how the Association will remain "well capitalized" as defined in 12 CFR
§ 565.4, at each quarter-end through December 31, 2011. At a minimum,
the Capital Plan shall take into consideration the requirements and restrictions
imposed by this Order and shall:
(1) Detail
capital preservation and enhancement strategies with specific
narrative
goals,
which shall result in the raising of new equity and a capital infusion;
and
(2) Detail
the method by which the additional capital will be raised and identify
the
sources
of such capital.
The Board
shall make any changes to the Capital Plan required by the Regional Director, or
his designee, within fifteen (15) days after receipt. Thereafter, the
Board shall adopt and the Association shall implement and comply with the
revised Capital Plan.
B. The
Board shall provide the OTS with written updates on the status of its compliance
with the Capital Plan every fourteen (14) days, with the first report due
fourteen (14) days after the implementation of the Capital Plan.
C. After
implementation of the Capital Plan, Management shall prepare quarterly variance
reports on the Association’s compliance with the Capital Plan within thirty (30)
days after the close of each calendar quarter starting with the first
quarter-end after the implementation of the Capital Plan. Such
variance reports shall detail actual operating results versus projected results
and shall include detailed explanations of any material deviations with a
description of the specific corrective actions or measures that have been
implemented or are proposed to address the material deviation. The
Board’s review of the variance reports and valuation of Management and the
Association’s compliance with the elements of the Capital Plan shall be
thoroughly documented in the Board meeting minutes. The Board meeting
minutes shall be submitted to the OTS within ten (10) days of the Board
meeting.
D. In
the event the Association falls below well-capitalized, the Association
shall submit a written Contingency Plan acceptable to OTS, detailing
the actions to be taken, with specific time frames, to achieve one of the
following results: (1) merger with or acquisition by another
federally insured institution or holding company thereof; or (2) voluntary
liquidation by, among other things, filing an appropriate application with OTS
in conformity with federal laws and regulations. The Contingency Plan
shall be submitted within 15 days of the date the Association falls below
well-capitalized or within fifteen (15) days from any request by the Regional
Director for a Contingency Plan or updated Contingency Plan. A
Contingency Plan shall be implemented immediately upon notification by the
Regional Director of the requirement to implement the Contingency
Plan. Once implemented, the Association shall provide written status
reports detailing the Association’s actions taken and progress in implementing
the Contingency Plan no later than the 1st and 15th day of each
month.
III.
Classified Asset Reduction
Plan
.
A. Within
forty-five (45) days, the Board shall review and approve
a
written comprehensive
Classified Asset Reduction Plan that will return asset quality to a level
satisfactory to OTS. At a minimum, the Classified Asset Reduction
Plan shall include:
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
(1) Targets
and time frames acceptable to OTS for returning classified assets
to
thirty-five
percent (35%) or less of Tier 1 Capital plus Allowance for Loan and Lease
Losses;
(2) A
description of the manner and methods for reducing the Association’s level
of
classified
assets to the targets set therein; and
(3) Supporting
documentation for all assumptions and projections.
B. The
Classified Asset Reduction Plan shall be delivered to OTS for review and
non-objection no later than five (5) days after approval by the
Board. The Board shall make any changes to the Classified Asset
Reduction Plan required by OTS within fifteen (15) days after
receipt. Thereafter, the Board shall adopt the Classified Asset
Reduction Plan and shall cause the Association to adhere to it. Any
request to modify the Classified Asset Reduction Plan shall be submitted to OTS
for review and written non-objection at least thirty (30) days prior to the
proposed date to implement any such modification.
IV.
Liquidity
Plan
.
A. Within
fifteen (15) days, the Board shall review and approve a written comprehensive
Liquidity Plan. The Liquidity Plan shall contain specific Board
strategies for ensuring that the Association maintains adequate short-term and
long-term liquidity to withstand any anticipated or extraordinary demand against
its funding base. At a minimum, the Liquidity Plan must
include: (1) a cash flow analysis that includes reasonable
assumptions, identifies anticipated funding needs and the sources of liquidity
to meet those needs, considers the level and maturity of brokered deposits, and
addresses potential contingent liabilities; and (2) identification of
alternative funding sources to meet extraordinary demands, at a minimum, the
selling of assets, obtaining lines of credits from correspondent institutions,
recovering charged-off assets, and injecting additional equity
capital. Further, the Liquidity Plan shall require provision of
liquidity reports to the Board and OTS in a frequency satisfactory to
OTS.
B. The
Liquidity Plan shall be delivered to OTS for review and non-objection no later
than five (5) days after approval by the Board. The Board shall make
any changes to the Liquidity Plan required by OTS within fifteen (15) days after
receipt. Thereafter, the Board shall adopt the Liquidity Plan and
shall cause the Association to adhere to it. Any request to modify
the Liquidity Plan shall be submitted to OTS for review and written
non-objection at least thirty (30) days prior to the proposed date to implement
any such modification.
V.
Business
Plan
.
A. Within
forty-five (45) days, the Board shall review and approve a written comprehensive
long-term Business Plan covering at least 2009 through 2011. The
Business Plan shall be based upon a comprehensive review of the Association’s
operations, including the risks and returns of each of its business lines,
current and projected capital levels, available resources, and market
conditions. At a minimum, the Business Plan shall address or include
the following matters or items:
(1) A
thorough discussion of the Association’s existing and future operations
and
lines of
business for the time period covered by the Business Plan;
(2) Specific
Board strategies for improving the Association’s core earnings and
returning
the Association’s operations to profitability;
(3) A
detailed analysis of the risks attendant to the activities projected in the
Business
Plan
together with a description of the steps to be taken to mitigate such risks to
the Association; and
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
(4) Pro
forma balance sheets, income statements and regulatory capital schedules
for
each
quarter of the time period covered by the Business Plan.
B. The
Business Plan shall be delivered to OTS for review and non-objection no later
than five (5) days after approval by the Board. The Board shall make
any changes to the Business Plan required by OTS within fifteen (15) days after
receipt. Thereafter, the Board shall adopt the Business Plan and
shall cause the Association to adhere to it. Any request to modify
the Business Plan shall be submitted to OTS for review and written non-objection
at least thirty (30) days prior to the proposed date to implement any such
modification.
VI.
Loan Documentation
Plan
.
A. Within
forty-five (45) days, the Board shall review and approve a written plan to
decrease the number of reduced-documentation loans (Loan Documentation Plan) as
a percentage of the Association’s total loan portfolio. At a minimum,
the plan shall include: (1) targets and time frames acceptable
to the OTS; and (2) a description of the manner and methods that the Association
intends to use to effectuate the overall reduction.
B. The
Loan Documentation Plan shall be delivered to OTS for review and non-objection
no later than five (5) days after approval by the Board. The Board
shall make any changes to the Loan Documentation Plan required by OTS within
fifteen (15) days after receipt. Thereafter, the Board shall adopt
the Loan Documentation Plan and shall cause the Association to adhere to
it. Any request to modify the Loan Documentation Plan shall be
submitted to OTS for review and written non-objection at least thirty (30) days
prior to the proposed date to implement any such modification.
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
VII.
Variance
Reports
.
A. Within
thirty (30) days after the close of each quarter starting with the first full
quarter after the effective date of this Order, the Association shall prepare
quarterly variance reports on the Association’s compliance with the Classified
Asset Reduction Plan, Liquidity Plan, and Business Plan, Loan Documentation Plan
(hereafter Plans). Such variance reports shall detail actual
operating results versus projected results and shall include detailed
explanations of any material deviations from the Plan(s) with a description of
the specific corrective actions or measures that have been implemented or are
proposed to address each material deviation. The Board shall promptly
review each variance report and shall discuss the Association’s compliance with
the approved Plans. The Board’s review of the variance reports and
evaluation of the Association’s compliance with the Plans shall be thoroughly
documented in the Board meeting minutes.
B. The
Board shall provide OTS with a copy of the Association’s quarterly variance
reports and the Board meeting minutes detailing the Board’s review of the
variance reports, including the identification of any corrective actions adopted
by the Board, and the Board’s evaluation and assessment of the Association’s
compliance with the Plans within ten (10) days after the date of the Board
meeting at which the Board’s review was conducted.
VIII.
Transactions with
Affiliates
.
Effective
immediately, the Association shall not engage in any transaction with an
affiliate unless, with respect to each such transaction, the Association has
complied with the notice requirements set forth in 12 CFR § 563.41(c)(4), which
shall include the information set forth in 12 CFR § 563.41(c)(3). The
Board shall ensure that any transaction with an affiliate for
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
which
notice is submitted pursuant to this Paragraph, complies with the requirements
of 12 CFR § 563.41 and Regulation W, 12 CFR Part 223.
IX.
Operating
Restrictions
.
A.
Growth
Restriction
. Effective immediately, the Association shall
comply with the requirements of OTS Regulatory Bulletin 3b (RB 3b), and except
upon receipt of the prior written approval of OTS, shall not increase its total
assets during any quarter, beginning with the current quarter, in excess of an
amount equal to the net interest credited on deposit liabilities during the
quarter, other than for balance sheet increases resulting from activities
undertaken to maintain liquidity.
B.
Management
Changes
. Effective immediately, the Association shall comply
with the requirements set forth in 12 CFR Part 563, Subpart H.
C.
Employment Contracts and
Compensation Arrangements
. Effective immediately, the
Association shall not enter into, renew, extend or revise any contractual
arrangement relating to compensation or benefits for any Senior Executive
Officer or director of the Association, unless it first provides OTS with not
less than thirty (30) days prior written notice of the proposed
transaction. The notice to OTS shall include a copy of the proposed
employment contract or compensation arrangement or a detailed, written
description of the compensation arrangement to be offered to such officer or
director, including all benefits and perquisites. The Association
shall ensure that any contract, agreement or arrangement submitted to OTS fully
complies with the requirements of 12 CFR Part 359, 12 CFR §§ 563.39 and
563.161(b), and 12 CFR Part 570 – Appendix A.
D.
Severance and
Indemnification Payments
. Effective immediately, the
Association shall not make any golden parachute payment, as that term is defined
in 12 CFR § 359.1(f), or any prohibited indemnification payment, as that term is
defined at 12 CFR § 359.1(l), unless, with respect to each such payment, the
Association has complied with the requirements of 12 CFR Part 359 and, as to
indemnification payments, 12 CFR § 545.121.
E.
Capital
Distributions
. Effective immediately, the Association shall
pay no dividends or make any other capital distributions, as that term is
defined in 12 CFR § 563.141, without receiving the prior written approval of
OTS. The Association’s written request for such approval should be
submitted to OTS at least forty-five (45) days prior to the anticipated date of
the proposed dividend payment or distribution of capital.
F.
Contracts Outside of the
Ordinary Course of Business
. Effective immediately, the
Association and its subsidiaries shall not enter into any third-party contracts
outside of the normal course of business without prior written non-objection of
OTS. To seek such non-objection, the Association shall provide thirty
(30) days advance written notice to OTS of any such proposed
contract. At a minimum, such notice shall set forth the Association’s
reasons for seeking the contract and shall transmit a copy of the proposed
contract pursuant to OTS Examination Handbook § 310 and OTS Thrift Bulletin
82a.
X.
Board Compliance
Committee
.
A. Within
thirty (30) days, the Board shall appoint a committee (Regulatory Compliance
Committee) comprising three (3) or more non-employee directors to monitor and
coordinate the Association’s compliance with the provisions of this
Order.
B. Within
thirty (30) days and after the end of each calendar quarter, beginning with the
quarter ending March 31, 2009, the Regulatory Compliance Committee shall submit
a written progress report to the Board detailing the actions taken to comply
with each provision of this Order and the results of all such
actions. The Board’s consideration of the Regulatory Compliance
Committee’s progress report for the period, including comments and questions
concerning the progress report and additional actions taken or directed by the
Board, shall be reflected in the minutes of the Board’s meetings.
C. Within
forty-five (45) days after the end of each calendar quarter beginning with the
quarter ending March 31, 2009, a copy of the progress report for the quarter
with any revisions or comments by the Board shall be provided to
OTS.
D. Nothing
contained herein shall diminish the responsibility of the entire Board to ensure
the Association’s compliance with the provisions of this Order.
XI.
Effective Date,
Incorporation of Stipulation
.
This Order is effective on the
Effective Date as shown on the first page. The Stipulation is made a
part hereof and is incorporated herein by this reference.
XII.
Duration
.
This Order shall remain in effect until
terminated, modified or suspended, by written notice of such action by OTS,
acting by and through its authorized representatives.
XIII.
Time
Calculations
.
A. Calculation
of time limitations for compliance with the terms of this Order run from the
Effective Date and shall be calendar based, unless otherwise noted.
B. The
Regional Director, or an OTS authorized representative, may extend or shorten
any of the time frames set forth in the provisions of this Order upon written
request by the Association that includes reasons in support for any such
modification. Any OTS modification shall be made in
writing.
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
XIV.
Submissions and
Notices
.
A. All
submissions, including progress reports, to OTS that are required by or
contemplated by this Order shall be submitted within the specified
timeframes.
B. Except
as otherwise provided herein, all submissions, requests, communications,
consents or other documents relating to this Order shall be in writing and sent
by first-class U.S. mail (or by reputable overnight carrier, electronic
facsimile transmission or hand delivery by messenger) addressed as
follows:
Edwin L. Chow, Acting Regional
Director
Office of Thrift Supervision, West
Region
2001 Junipero Serra Boulevard, Suite
650
Daly City, CA 94014-3897
with a
copy to:
Timothy J. Lane, Assistant
Director
Office of Thrift Supervision, West
Region
1551 N. Tustin Avenue, Suite
1050
Santa Ana, CA 92705-8661
REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
XV.
No Violations
Authorized
.
Nothing in this Order or the
Stipulation shall be construed as allowing the Association, its Board, officers,
or employees to violate any law, rule, or regulation.
IT
IS SO ORDERED.
OFFICE
OF THRIFT SUPERVISION
By:
/s/ Edwin L.
Chow
Edwin L.
Chow
Acting
Regional Director, West Region
Date:
See Effective Date on page
1
First
Federal Bank of California, FSB
OTS No.
01792
Order to
Cease and Desist
Exhibit 10.4
UNITED
STATES OF AMERICA
Before
the
OFFICE
OF THRIFT SUPERVISION
In the
Matter
of
Order
No.: WE-09-001
FIRST FEDERAL
BANK
Effective Date: January 26, 2009
OF CALIFORNIA,
FSB,
Santa
Monica,
California.
OTS
Docket No.
01792
STIPULATION
AND CONSENT
TO ISSUANCE OF ORDER TO
CEASE AND DESIST
WHEREAS
, the Office of Thrift
Supervision (OTS), acting by and through its Regional Director for the West
Region (Regional Director), and based upon information derived from the exercise
of its regulatory and supervisory responsibilities, has informed First Federal
Bank of California, FSB, Santa Monica, California, OTS Docket No. 01792 (the
Association), that OTS is of the opinion that grounds exist to initiate an
administrative proceeding against the Association pursuant to 12 USC §
1818(b);
WHEREAS,
the Regional
Director, pursuant to delegated authority, is authorized to issue Orders to
Cease and Desist where a savings association has consented to the issuance of an
order; and
WHEREAS
, the Association
desires to cooperate with OTS to avoid the time and expense of such
administrative cease and desist proceedings by entering into this Stipulation
and Consent to the Issuance of Order to Cease and Desist (Stipulation) and,
without admitting or
First
Federal Bank of California, FSB
OTS No.
01792
Stipulation
to Order to Cease and Desist
denying
that such grounds exist, but only admitting the statements and conclusions in
¶
1 below
concerning Jurisdiction, hereby stipulates and agrees to the following
terms:
1.
Jurisdiction
.
a. The
Association is a “savings association” within the meaning of 12 USC § 1813(b)
and 12 USC § 1462(4). Accordingly, the Association is “an insured
depository institution” as that term is defined in 12 USC § 1813(c);
and
b. Pursuant
to 12 USC § 1813(q)(4), the Director of OTS is the “appropriate Federal banking
agency” with jurisdiction to maintain an administrative enforcement proceeding
against a savings association. Therefore, the Association is subject
to the authority of OTS to initiate and maintain an administrative
cease-and-desist proceeding against it pursuant to 12 USC §
1818(b)(1).
2.
OTS Findings of
Fact
.
Based
upon its continuous supervision of the Association, OTS has determined that the
Association has engaged in unsafe or unsound practices, which have resulted in
inadequate asset quality, earnings, liquidity planning, and capital
levels.
3.
Consent
.
The Association consents to the
issuance by OTS of the accompanying Order to Cease and Desist
(Order). The Association further agrees to comply with the terms of
the Order upon the Effective Date of the Order and stipulates that the Order
complies with all requirements of law.
First
Federal Bank of California, FSB
OTS No.
01792
Stipulation
to Order to Cease and Desist
4.
Finality
.
The Order is issued by OTS under 12 USC
§ 1818(b) and upon the Effective Date it shall be a final order, effective and
fully enforceable by OTS under the provisions of 12 USC § 1818(i).
5.
Waivers
.
The Association waives the
following:
a. The
right to be served with a written notice of OTS’s charges against it as provided
by 12 USC § 1818(b) and 12 CFR Part 509;
b. The
right to an administrative hearing of OTS’s charges as provided by 12 USC §
1818(b) and 12 CFR Part 509;
c. The
right to seek judicial review of the Order, including, without limitation, any
such right provided by 12 USC § 1818(h), or otherwise to challenge the validity
of the Order; and
d. Any
and all claims against OTS, including its employees and agents, and any other
governmental entity for the award of fees, costs, or expenses related to this
OTS enforcement matter and/or the Order, whether arising under common law,
federal statutes or otherwise.
6.
OTS Authority Not
Affected
.
Nothing in this Stipulation or
accompanying Order shall inhibit, estop, bar or otherwise prevent OTS from
taking any other action affecting the Association if at any time OTS deems it
appropriate to do so to fulfill the responsibilities placed upon OTS by
law.
7.
Other Governmental Actions
Not Affected
.
The Association acknowledges and agrees
that its consent to the issuance of the Order is solely for the purpose of
resolving the matters addressed herein, consistent with
¶
6 above, and does
not otherwise release, discharge, compromise, settle, dismiss, resolve, or in
any way affect any actions, charges against, or liability of the Association
that arise pursuant to this action or otherwise, and that may be or have been
brought by any governmental entity other than OTS.
8.
Miscellaneous
.
a. The
laws of the United States of America shall govern the construction and validity
of this Stipulation and of the Order;
b. If
any provision of this Stipulation and/or the Order is ruled to be invalid,
illegal, or unenforceable by the decision of any Court of competent
jurisdiction, the validity, legality, and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby, unless
the Regional Director in his or her sole discretion determines
otherwise;
c. All
references to OTS in this Stipulation and the Order shall also mean any of OTS’s
predecessors, successors, and assigns;
d. The
section and paragraph headings in this Stipulation and the Order are for
convenience only and shall not affect the interpretation of this Stipulation or
the Order;
e. The
terms of this Stipulation and of the Order represent the final agreement of the
parties with respect to the subject matters thereof, and constitute the sole
agreement of the parties with respect to such subject matters; and
f. The
Stipulation and Order shall remain in effect until terminated, modified, or
suspended in writing by OTS, acting through its Regional Director or other
authorized representative.
9.
Signature of Directors/Board
Resolution
.
Each Director signing this Stipulation
attests that he or she voted in favor of a Board Resolution authorizing the
consent of the Association to the issuance of the Order and the execution of the
Stipulation. The Stipulation may be executed in counterparts by the
Directors after approval of execution of the Stipulation at a duly called board
meeting. A copy of the Board Resolution authorizing execution of this
Stipulation shall be delivered to OTS, along with the executed original(s) of
this Stipulation.
REST
OF PAGE LEFT INTENTIONALLY BLANK
First
Federal Bank of California, FSB
OTS No.
01792
Stipulation
to Order to Cease and Desist
WHEREFORE,
the Association, by
its Directors, executes this Stipulation.
Accepted by:
FIRSTFED
FINANCIAL
CORPORATION OFFICE
OF THRIFT SUPERVISION
Santa
Monica, California
By:
/s/ Babette E.
Heimbuch
By:
/s/ Edwin L.
Chow
Babette E.
Heimbuch Edwin
L. Chow
Chairman of the
Board Acting
Regional Director, West Region
and Chief Executive
Officer
Date: See Effective Date on
page 1
/s/ Gisselle
Acevedo
Gisselle Acevedo, Director
/s/ Brian
Argrett
Brian Argrett, Director
/s/ Nicholas C.
Biase
Nicholas C. Biase,
Director
/s/ Jesse
Casso
Jesse Casso, Director
/s/ James P.
Giraldin
James P. Giraldin,
Director
/s/ Christopher M.
Harding
Christopher M. Harding,
Director
/s/ William G.
Ouchi
William G. Ouchi, Director
/s/ William P.
Rutledge
William P. Rutledge,
Director
/s/ Steven L.
Soboroff
Steven L. Soboroff,
Director
First
Federal Bank of California, FSB
OTS No.
01792
Stipulation
to Order to Cease and Desist
Exhibit 99.1
FirstFed
Financial Corp. Announces Workforce Reductions and
Issuance
of Cease and Desist Orders by the Office of Thrift Supervision
Detailed
Capital Plan to Address How First Federal Bank of California
Will
Remain “Well- Capitalized” at Each Quarter-End Through 12/31/2011
LOS ANGELES, California – January 26,
2009 –
FirstFed Financial Corp. (NYSE: FED) (the “Company”) announced
today a reduction in the staff of its wholly-owned banking subsidiary, First
Federal Bank of California, FSB (the “Bank”), by 62 persons, or approximately
10% of the Bank’s current workforce. The reductions will come
primarily from the Bank’s single family lending and commercial lending
operations as well as some reduction in support areas of the
Bank. The Company currently expects this workforce reduction to
result in estimated annualized compensation cost savings of approximately $4.2
million.
“FirstFed
has always had great pride in its employees and it is with deep regret that we
must take this action,” remarked Babette E. Heimbuch, the Company’s Chief
Executive Officer. “Given the economic pressures we are under, doing so has
become necessary. We are saddened to take this action and wish the
best for all of these individuals affected so directly by this economic
recession.”
The
Company also announced today that the Company and the Bank have each consented
to the issuance of an Order to Cease and Desist (the “Company Order” and the
“Bank Order,” respectively, and together, the “Orders”) by the Office of Thrift
Supervision (the “OTS”). The Company Order requires that the Company
notify, or in certain cases receive the permission of, the OTS prior to, among
other things, declaring, making or paying any dividends or other capital
distributions on its capital stock; incurring, issuing, renewing, repurchasing
or rolling over any debt; increasing any current lines of credit or guaranteeing
the debt of any entity; or making payments of any kind on any existing debt,
including interest payments. The Company Order also requires that the
Company submit to the OTS within fifteen days a detailed capital plan to address
how the Bank will remain “well capitalized” at each quarter-end through December
31, 2011.
The Bank
Order requires that the Bank notify, or in certain cases receive the permission
of, the OTS prior to, among other things, increasing its total assets in any
quarter in excess of an amount equal to net interest credited on deposits during
the quarter (other than for balance sheet increases resulting from activities to
maintain liquidity); paying dividends or making other capital distributions on
its capital stock; and entering into third-party contracts outside the normal
course of business. The Bank Order also requires that the Bank submit
to the OTS within fifteen days a detailed capital plan to address how the Bank
will remain “well capitalized” at each quarter-end through December 31,
2011. If the Bank fails to remain “well capitalized,” the Bank must
then submit to the OTS a detailed contingency plan to accomplish either a merger
with or acquisition by another federally insured institution or holding company
thereof, or a voluntary liquidation of the Bank. The Bank must also
submit to the OTS within prescribed time periods a classified asset reduction
plan, liquidity plan, business plan and loan documentation plan and refrain from
any unsafe and unsound practices that resulted in the current high level of
classified assets, inadequate capital, poor earnings, and high level of
wholesale funding.
Ms.
Heimbuch continued, “FirstFed has been working with the OTS to address the
challenges we are currently experiencing and we intend immediately to begin
satisfying our obligations under today’s orders. We have made
substantial progress on addressing a number of the OTS’s concerns, and we hope
to finalize those plans promptly so that we can focus our energies on meeting
the needs of our clients and communities. Our valued depositors
should know that their deposits continue to be FDIC-insured to the maximum
amount permitted by law, and that we remain committed to delivering the superior
client service they have come to expect from us.”
The
description of each Order and the corresponding Stipulation and Consent to
Issuance of Order to Cease and Desist set forth herein are qualified in their
entirety by reference to the Orders and Stipulations, copies of which are
attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to the Company’s Current Report
on Form 8-K filed today with the Securities and Exchange
Commission.
About
FirstFed Financial Corp.
FirstFed
Financial Corp. is a savings and loan holding company. The Company
owns and operates First Federal Bank of California, a federally chartered
savings association. The Company’s principal executive offices are
located at 12555 W. Jefferson Boulevard, Los Angeles, California 90066, and its
telephone number is (310) 302-5600. Information about the Company,
including corporate background and press releases, is available through the
Company’s website at www.firstfedca.com.
Forward-Looking
Statements
This
press release contains certain forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Act of 1995. These
forward-looking statements are subject to various risks and uncertainties, many
of which are beyond the Company’s control, which could cause actual results to
differ materially from such statements. Such risks and uncertainties include,
but are not limited to, the general business environment, interest rate
fluctuations that may affect operating margin, changes in laws and regulations
affecting the Company’s business, the California real estate market, competitive
conditions in the business and geographic areas in which the Company conducts
its business and regulatory actions, and those risk factors discussed in Part I,
“Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2007, as well as other periodic reports filed
with the Securities and Exchange Commission. Unless legally required,
the Company disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
CONTACT
INFORMATION:
Douglas
Goddard
EVP Chief
Financial Officer
FirstFed
Financial Corp.
(310)
302-1714
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