UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
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(Mark One) |
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[ X ] ANNUAL REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] |
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OR |
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[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
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Capital
Accumulation Plan for |
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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CAPITAL
ACCUMULATION PLAN FOR
EMPLOYEES OF PFF
BANK & TRUST
Independent Auditors'
Report
and
Financial Statements
(Part III 3(a) of IRS
Form 5500 Schedule H)
(EIN: 95-1114932 and
PN: 002)
For the Years Ended
December 31, 2003 and 2002
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK
& TRUST
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Table of Contents |
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Page |
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Independent Auditors' Report |
1 |
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Financial Statements: |
|
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Statements of Net Assets Available for Benefits |
2 |
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Statements of Changes in Net Assets Available for Benefits |
3 |
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Notes to Financial Statements (1 to 8) |
4 |
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Supplemental Schedules: |
|
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Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes |
10 |
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Schedule H, Line 4j -- Schedule of Reportable Transactions |
12 |
INDEPENDENT AUDITORS' REPORT
To the Employee Compensation and
Benefits Committee
Capital Accumulation Plan for
Employees of PFF Bank & Trust
We have audited the accompanying
statement of net assets available for benefits of the Capital Accumulation
Plan for Employees of PFF Bank & Trust as of December 31, 2003 and the
related statement of changes in net assets available for benefits for the year
then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of the
Capital Accumulation Plan for Employees of PFF Bank & Trust as of December
31, 2002 were audited by other auditors whose report dated May 30, 2003,
expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial
statements referred to above present fairly, in all material respects, the net
assets available for benefits of the Capital Accumulation Plan for the
Employees of PFF Bank & Trust as of December 31, 2003 and the changes in
net assets available for benefits for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audit was performed for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The supplemental schedules, Schedule H, Line 4i - Schedule of
Assets Held for Investment Purposes, and Schedule H, Line 4j -- Schedule of
Reportable Transactions, are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. These supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
June 21, 2004 /s/ Scott, Bankhead & Co. Page 1
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK
& TRUST
Statements of Net
Assets Available for Benefits
December 31, 2003
and 2002
Assets
|
2003 |
2002 |
||||
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Investments: |
|||||
|
Cash and cash equivalents |
$ |
9,637 |
2,295 |
||
|
Mutual funds |
18,106,643 |
13,203,811 |
|||
|
Common stock |
8,527,725 |
4,369,375 |
|||
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Loans to participants |
776,767 |
593,213 |
|||
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Total investments at fair value |
27,420,772 |
18,168,694 |
|||
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Receivables: |
|||||
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Employer's contribution |
-- |
-- |
|||
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Employees' contribution |
-- |
-- |
|||
|
-- |
-- |
||||
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Total assets |
$ |
27,420,772 |
18,168,694 |
Liabilities
|
Refundable employee contributions |
-- |
-- |
|||
|
Net assets available for benefits: |
$ |
27,420,772 |
18,168,694 |
See accompanying independent auditors' report and notes to
financial
statements
Page 2
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK
& TRUST
Statements of Changes in Net Assets
Available for Benefits
For the Years Ended December
31, 2003 and 2002
|
2003 |
2002 |
|||||
|
Additions to net assets attributed to: |
||||||
|
Net appreciation in fair value of investments |
$ |
5,457,681 |
-- |
|||
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Interest and dividends |
508,571 |
513,663 |
||||
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Contributions by employer |
784,925 |
685,592 |
||||
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Contributions by employees |
1,935,810 |
1,532,581 |
||||
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Employee rollover contributions |
1,375,691 |
-- |
||||
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Total additions |
10,062,678 |
2,731,836 |
||||
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Deductions from net assets attributed to: |
||||||
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Net depreciation in fair value of investments |
-- |
(1,546,853 |
) |
|||
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Benefits paid to participants |
(807,000 |
) |
(1,275,712 |
) |
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Administrative expenses |
(3,600 |
) |
(1,550 |
) |
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Total deductions |
(810,600 |
) |
(2,824,115 |
) |
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Net increase (decrease) |
9,252,078 |
(92,279 |
) |
|||
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Net assets available for benefits: |
||||||
|
Beginning of year |
18,168,694 |
18,260,973 |
||||
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End of Year |
$ |
27,420,772 |
18,168,694 |
|||
See accompanying independent auditors' report and notes to
financial
statements
Page 3
(1) Description of Plan
The following description of the
Capital Accumulation Plan for Employees of PFF Bank & Trust (the
Plan),
provides only general information. Participants should refer to the Plan
agreement for a more
complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution
plan covering all eligible employees of PFF Bank & Trust and
its
subsidiaries and affiliates (the Bank or Plan Sponsor). Employees become
eligible for participation
in the
Plan upon their date of hire. In order
to become a participant, each eligible employee authorizes
contributions by
filing a 401(k) enrollment/change of status election. The Plan is
subject to the
provisions
of the Employee Retirement Income Security Act of
1974 (ERISA).
The Plan was amended to provide that
employees are eligible to participate in the Plan on their first day
of
hire, the definition of cash compensation used by the Plan was modified and the Plan
was modified
to allow the employer matching contributions to be determined in
accordance with the basic safe
harbor match formula, which are 100%
vested. The eligibility period for receiving these
matching contributions is
one year of service. Participants must complete 1,000
hours of service in a
twelve-month period to share
in the employer's
discretionary contributions.
(b) Contributions
Effective January 1, 2002, the Plan is referred to as a "safe harbor
401(k) plan." The Bank makes safe
harbor matching contributions
equal to 100% of participant salary deferrals that do not exceed 3% of
compensation, plus 50% of participant salary deferrals in excess of 3% and up
to 5% of
compensation. The safe harbor matching contribution is fully
vested and is referred to as a Safe Harbor
Contribution. The Bank may
contribute out of its income and/or accumulated earned surplus an amount
equal
to a specified percentage of the tax-deferred contribution of the participants
or a profit sharing
contribution with the amount to be determined by the board
of directors. Effective January 1, 2002,
participants can contribute up
to 100% of their compensation, not to exceed the IRS limit of $12,000 in
a
calendar year for 2003, which increased from $11,000 for 2002. In
addition, the Plan permits
participants who reach age 50 or older by December
31 of the plan year to contribute an additional
amount of their annual
compensation as a catch-up contribution as provided by the Economic Growth
and
Tax Relief Reconciliation Act (EGTRRA).
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial
Statements
December 31, 2003
and 2002
Forfeitures of matching contributions
are used to reduce the Bank's matching contributions. No
profit
sharing
contribution was made for either 2003 or 2002.
(c) Participant Accounts
Each participant's account is
credited with the participant's contribution and allocation of (a) the
Bank's
contributions and (b) Plan earnings. Allocations other than the Bank's
matching contributions
are based on participant earnings or account balances,
as defined. The benefit to which a participant is
entitled is the
benefit that can be provided from the participant's vested account.
(d) Vesting
Employee contributions and the
earnings as a result of each participant's contributions are 100%
vested and
nonforfeitable. The Bank's safe harbor contributions are also 100%
vested and
nonforfeitable. Matching contributions made prior to January
1, 2002 and any future discretionary
matching contributions and any future
profit sharing contributions vest at the rate of 20% after one year
of service
and 20% each year thereafter until 100% vesting is reached after five years of
service. In
addition, a participant becomes 100% vested on the
participant's attaining age 65, or on the
participant's death or total and
permanent disablement.
(e) Participant Loans
Participants may borrow from their
fund accounts a minimum of $1,000 and up to a maximum equal
to the lesser of
$50,000 reduced by the highest outstanding loan balance during the preceding
12
months or 50% of their vested account balance. Loan repayments are to
be made over a period not to
exceed 5 years, except loans for the purchase of
a primary residence in which case payment may
exceed 5 years. The loans
are secured by the balance in the participant's account and bear interest at a
rate of Wall Street Journal Prime plus 1%. Participants pay a $100
origination fee for each loan
advanced to them.
CAPITAL ACCUMULATION PLAN
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial
Statements
December 31, 2003
and 2002
(f) Payment of Benefits
On termination of service, a
participant may elect to receive a lump-sum amount equal to the vested
balance
of his or her account.
(g) Forfeited Accounts
At December 31, 2003 there were no
forfeited nonvested accounts. For the years ended December
31, 2003 and
2002, $2,046 and $15,715 of forfeitures, respectively, were used to reduce
employer
contributions.
(2) Summary
of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting.
(b) Trust Fund Managed by Investment Advisory Committee
Under the terms of the Plan, the
assets of the Plan are placed in trust (the Trust), and are held under
the
trusteeship of PFF Bank & Trust's Trust and Investment Services Department
(PFF Trust).
Assets are managed under the direction of the Employee
Compensation and Benefits Committee of
the Banks board of directors (the
Committee). The Committee has delegated certain of its ordinary
management and investment responsibilities to certain members of the Bank's
Executive Committee
and the Human Resources Director. Committee members
are appointed for an indefinite term by the
Bank's board of directors.
The Committee has full discretionary authority to administer the Plan and
the
trust agreement.
The investments and
changes therein of these trust funds have been reported by PFF Trust as having
been determined through the use of fair market values based upon quotations
obtained from national
securities exchanges or latest bid prices.
Security transactions are accounted for on a trade-date
basis. Realized
gains and losses on the sale of investments are computed using the average
cost
method. Participant loans are valued at their outstanding balance
which approximates fair value.
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial
Statements
December 31, 2003
and 2002
(c) Disclosure about Fair Value of Financial Instruments
Substantially all of the Plan's
financial instruments are carried at fair value or amounts
approximating fair
value
(d) Use of Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted
in the
United States of America requires the Plan Administrator to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein, and
disclosure of contingent assets and liabilities.
Accordingly, actual results may differ from those
estimates.
(e) Administrative Expenses
All administrative expenses of the
Plan were paid directly by the Bank in 2003 and 2002, except
for participants
loan origination fees.
(3)
Investments
The following table presents the fair
value of those investments at December 31, 2003 with those
that represent 5%
or more of the Plan's net assets separately identified.
|
Cost |
Fair |
||||
|
PFF Bancorp, Inc. Common Stock * |
$ |
3,733,441 |
8,527,725 |
||
|
PIMCO Renaissance Fund |
1,390,569 |
1,758,297 |
|||
|
Federated Capital Preservation Fund |
5,982,276 |
5,982,276 |
|||
|
Federated Stock Trust Fund |
1,617,087 |
1,650,611 |
|||
|
Federated Max-Cap Index Fund |
2,118,314 |
2,065,165 |
|||
|
Janus Balanced Fund |
1,741,562 |
1,798,320 |
|||
|
Other investments individually less than 5% of net assets |
4,599,063 |
5,638,378 |
|||
|
Total Investments |
$ |
21,182,312 |
27,420,772 |
* Denotes a party in interest
See accompanying independent auditors'
report
Page 7
Notes to Financial
Statements
December 31, 2003
and 2002
The following table presents the fair value of those investments at December 31, 2002 with those that represent 5% or more of the Plan's net assets separately identified.
|
Cost |
Fair |
||||
|
PFF Bancorp, Inc. Common Stock * |
$ |
1,517,221 |
4,369,375 |
||
|
Federated Capital Preservation Fund |
5,211,211 |
5,211,211 |
|||
|
Federated Stock Trust Fund |
1,661,437 |
1,268,132 |
|||
|
Federated Max-Cap Index Fund |
2,090,608 |
1,522,622 |
|||
|
Janus Balanced Fund |
1,482,749 |
1,322,863 |
|||
|
Other investments individually less than 5% of net assets |
5,113,039 |
4,474,491 |
|||
|
Total Investments |
$ |
17,076,265 |
18,168,694 |
* Denotes a party in interest
For the Plan years ended December 31,
2003 and 2002, the Plan's investments
(including investments bought, sold
and held during the year) appreciated (depreciated) in value by the following:
|
Net Change in Fair Value |
||||||
|
2003 |
2002 |
|||||
|
Common stock |
$ |
3,247,746 |
454,925 |
|||
|
Mutual funds |
2,209,935 |
(2,001,778 |
) |
|||
|
$ |
5,457,681 |
(1,546,853 |
) |
|||
(4) Allocation of Plan Assets
Employee contributions are allocated
to various funds based on the elections made by each participant.
Net
income or loss of each fund is allocated on the basis of the proportionate
asset balance of each
participant as of the previous valuation date after
adjustment for withdrawals, distributions, and other
additions or subtractions
that may be appropriate. Earnings are allocated on the basis of current
shares
held in each participant's account and the accounts are valued daily.
See accompanying independent auditors'
report
Page 8
CAPITAL ACCUMULATION PLAN FOR
EMPLOYEES OF PFF BANK & TRUST
Notes to Financial
Statements
December 31, 2003
and 2002
(5) Plan Termination
Although the Bank has not expressed
any intent to terminate the Plan, it may do so at any time
subject
to the
provisions of ERISA. In the event the Plan is terminated, all
participants become 100%
vested in their account balances.
(6) Federal Income Taxes
The Plan obtained its latest
determination letter on July 24, 1995, in which the Internal Revenue
Service
stated that the Plan, as then designed, was in compliance with the applicable
requirements of
the Internal Revenue Code. The plan administrator and
the plan's tax counsel believe that the Plan is
currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been included
in the Plan's financial
statements.
(7) Related Part Transactions
The Plan held 235,073 and 139,820
shares (195,748 shares as restated to reflect a
40% stock
dividend
effective August 15, 2003 and paid September 5, 2003) of
common stock of PFF Bancorp,
Inc. at December 31, 2003 and 2002,
respectively. In addition, the Bank was Trustee of all assets of
the
Plan.
(8) Reclassifications
Certain reclassifications have been
made to the prior years' financial statements to conform to the
current year
presentation. These reclassifications had no effect on previously reported
changes in
net assets available for plan benefits or net assets available for
plan benefits.
See accompanying independent auditors'
report
Page 9
CAPITAL ACCUMULATION PLAN
FOR
EMPLOYEES OF PFF BANK & TRUST
Schedule
H, Line 4i - Schedule of Assets Held
for Investment Purposes
(Part IV 4i of IRS
Form 5500 Schedule H)
(EIN: 95-1114932 and
PN: 002)
For the Year Ended
December 31, 2003
|
(a) |
|
(c) |
|
|
|
|
|
* |
PFF Bancorp, Inc |
Common Stock 235,073 shares |
$ |
3,733,441 |
8,527,725 |
|
|
Federated Capital Preservation Fund |
Mutual Fund 598,228 units |
5,982,276 |
5,982,276 |
|||
|
Federated Intermediate Income Fund |
Mutual Fund 98,413 units |
1,004,558 |
1,013,652 |
|||
|
Federated Max-Cap Index Fund |
Mutual Fund 91,908 units |
2,118,314 |
2,065,165 |
|||
|
Federated Stock Trust Fund |
Mutual Fund 48,165 units |
1,617,087 |
1,650,611 |
|||
|
Federated Total Return Bond Fund |
Mutual Fund 25,368 units |
263,344 |
274,994 |
|||
|
Federated Managed Conservative |
|
152,944 |
161,928 |
|||
|
Federated Managed Moderate |
|
155,218 |
184,602 |
|||
|
Federated Managed Growth Portfolio |
Mutual Fund 12,519 units |
130,941 |
147,972 |
|||
|
Federated Growth Strategies Fund |
Mutual Fund 7,591 units |
178,012 |
199,413 |
|||
|
Value Line Emerging Opportunity |
|
|
|
|||
|
Alger MidCap growth Fund |
Mutual Fund 58,342 units |
803,116 |
891,466 |
|||
|
PIMCO Renaissance Fund |
Mutual Fund 76,315 units |
1,390,569 |
1,758,297 |
|||
|
Alliance Balanced Shares |
Mutual Fund 33,913 units |
487,201 |
537,523 |
|||
|
Janus Worldwide Fund |
Mutual Fund 20,072 units |
855,335 |
793,661 |
|||
|
Janus Balanced Fund |
Mutual Fund 90,187 units |
1,741,562 |
1,798,320 |
|||
|
Federated Prime Obligation Fund |
Money Market 9,897 units |
9,637 |
9,637 |
|||
|
|
99 loans with interest rates ranging from 5.25% to 10.50% |
-- |
776,767 |
|||
| Total |
$ |
|
27,420,772 |
* Denotes a party in interest.
See accompanying independent auditors'
report
Page 10
CAPITAL ACCUMULATION PLAN
FOR
EMPLOYEES OF PFF BANK & TRUST
Schedule H, Line 4i -
Schedule of Assets Held for Investment Purposes
(Part IV 4i of IRS
Form 5500 Schedule H)
(EIN: 95-1114932 and
PN: 002)
For the Year Ended
December 31, 2002
|
(a) |
|
|
|
|
||
| * |
PFF Bancorp |
Common Stock, 139,820 shares (195,748 shares as restated to reflect a 40% stock dividend effective August 15, 2003 and paid September 5, 2003) |
|
|
||
|
Federated Capital |
|
|
|
|||
|
Federated Intermediate |
|
|
|
|||
|
Federated Max-Cap Index |
|
|
|
|||
|
Federated Stock Trust |
|
|
|
|||
|
Federated Managed |
|
|
|
|||
|
Federated Managed |
|
|
|
|||
|
Federated Managed |
|
|
|
|||
|
Federated Managed Growth |
|
|
|
|||
|
Federated Growth Strategies |
|
|
|
|||
|
Berger Small company |
|
|
|
|||
|
Alger MidCap growth Fund |
Mutual Fund 43,741 units |
608,393 |
458,843 |
|||
|
PIMCO Renaissance Fund |
Mutual Fund 48,101 units |
909,880 |
699,390 |
|||
|
Alliance Balanced Shares |
Mutual Fund 25,743 units |
371,780 |
339,299 |
|||
|
Janus Worldwide Fund |
Mutual Fund 18,909 units |
938,141 |
607,557 |
|||
|
Janus Balanced Fund |
Mutual Fund 73,986 units |
1,482,749 |
1,322,863 |
|||
|
Federated Prime Obligation |
|
|
|
|||
|
|
87 loans with interest rates ranging from 5.25% to 10.50% |
|
|
|||
| Total |
$ |
17,076,265 |
18,168,694 |
* Denotes a party in interest.
See accompanying independent auditors'
report
Page 11
CAPITAL ACCUMULATION PLAN
FOR
EMPLOYEES OF PFF BANK & TRUST
Schedule H, Line 4j -
Schedule of Reportable Transactions
(Part IV 4j of IRS
Form 5500 Schedule H)
(EIN: 95-1114932 and
PN: 002)
For the Year Ended
December 31, 2003
|
|
|
|
(b) Description of Asset |
|
(c) Purchase Price |
|
(d) Selling Price |
|
(e) Lease Rental |
|
(f) Expense Incurred With Transaction |
|
(g) Cost of Asset |
(h) Current Value of Asset on Transaction Date |
|
(i) Net gain or (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,248,713 |
|
-- |
|
$ -- |
|
$ -- |
$ |
2,248,713 |
$ |
2,248,713 |
|
$ -- |
|
|
|
|
|
|
-- |
|
$1,708,500 |
|
-- |
|
-- |
|
1,708,649 |
|
1,708,500 |
|
(149) |
|
|
Federated Intermediate Fund |
|
|
|
704,031 |
|
-- |
|
-- |
|
-- |
|
704,031 |
|
704,031 |
|
-- |
|
|
Federated Intermediate Fund |
|
|
|
-- |
|
478,825 |
|
-- |
|
-- |
|
464,077 |
|
478,825 |
|
14,748 |
|
|
Janus Balanced Fund |
|
Mutual Fund (90 Purchases) |
|
638,758 |
|
-- |
|
-- |
|
-- |
|
638,758 |
|
638,758 |
|
-- |
|
|
Janus Balanced Fund |
|
|
|
-- |
|
362,234 |
|
-- |
|
-- |
|
413,538 |
|
362,234 |
|
(51,304) |
|
|
|
|
|
|
2,999,190 |
|
-- |
|
-- |
|
-- |
|
2,999,190 |
|
2,999,190 |
|
-- |
|
|
|
|
|
|
-- |
|
2,912,518 |
|
-- |
|
-- |
|
2,912,518 |
|
2,912,518 |
|
-- |
|
|
*PFF Bancorp |
|
|
|
993,547 |
|
-- |
|
-- |
|
2,778 |
|
993,547 |
|
993,547 |
|
-- |
|
|
*PFF Bancorp |
|
|
|
-- |
|
1,522,840 |
|
-- |
|
4,188 |
|
241,368 |
|
1,522,840 |
|
1,281,472 |
* Denotes a party in
interest
See accompanying independent auditors'
report
Page 12
REQUIRED
INFORMATION
I. Financial Statements.
Financial statements and schedule
prepared in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974, together with
independent auditors' report thereon.
Exhibits:
Independent Auditors Consent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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PFF Bank & Trust, |
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| Capital Accumulation Plan for | |
| Employees of PFF Bank & Trust |
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Dated: June 25, 2004 |
By |
/s/ Gregory C. Talbott |
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Gregory C. Talbott |
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Executive Vice President, Chief Financial Officer and Treasurer |