ARISTAR INC
 
Corporate Name Document Number Status

ARISTAR, INCORPORATED 433055 NAME HS
ARISTAR, INC. 837490 InActive
ARISTAR, INC. F01000002950 InActive
ARISTAR, INC. F93000001823 NAME HS
ARISTAR AGENCY, INC. F94000001285 INACT/MG
ARISTARCHO, LLC L11000054341 Active
ARISTA REALTY, INC. H48144 INACT
ARISTA REALTY OF BREVARD, INC P11000071974 NAME HS
ARISTA REALTY GROUP, LLC L13000023540 Active
ARISTA REALTY GROUP & DESIGN OF A LARGE MULTI COLORED BRUSH STROKED "A" DEPICTING THE COLORS, YELLOW, GREEN, ORANGE, TEAL AND RED APPEARING BEFORE OR ON TOP THE NAME "ARISTA REALTY GROUP" W19000000346 Active
ARISTA REALTY & INVESTMENT CORPORATION S03985 INACT
ARISTA REALTY MANAGEMENT, INC. P00000083382 INACT
ARISTA REALTY REFERRAL GROUP, LLC L15000015304 Active
ARISTA REPORTING SERVICE, INC. F65313 INACT
ARISTA RESEARCH, INC. P08000048237 INACT
ARISTA RESIDENTIAL IMPROVEMENTS INC. P05000067242 NAME HS
ARISTA RESTAURANTS, INC. G46120 INACT
ARISTAR FINANCIAL GROUP, INC. J16359 INACT
ARISTAR FINANCIAL RESOURCES, INC. 673249 INACT/MG
ARISTAR FRANCHISE GROUP, INC. P17000047848 Active
sunbiz.org

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ARISTAR, INC.


Filing Information

Document Number
837490
FEI/EIN Number
51-0015810
Date Filed
12/06/1976
State
DE
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
08/14/1989
Event Effective Date
NONE


Principal Address

P.O. BOX 020270
MIAMI, FL 33102-0270
Changed: 08/14/1989

Mailing Address

P.O. BOX 020270
MIAMI, FL 33102-0270
Changed: 08/14/1989


Registered Agent Name & Address
NONE

Officer/Director Detail
Name & Address

Title PD
PAPPAS, MIKE M.
8484 WILSHIRE BLVD
BEVERLY HILLS, CA

Title D
ADAMS, STEPHEN F.
8484 WILSHIRE BLVD
BEVERLY HILLS, CA

Title D
ERIKSON, J. LANCE
8484 WILSHIRE BLVD.
BEVERLY HILLS, CA

Title V
ANTENBERG, BRUCE F.
8484 WILSHIRE BLVD.
BEVERLY HILLS, CA

Title V
RUTLEDGE, CHARLES W.
8001 CENTERVIEW PKWY
CORDOVA, TN

Title AS
BROTT, HAZEL A.
8001 CENTERVIEW PKWY
CORDOVA, TN

Annual Reports
Report Year Filed Date
1986 06/18/1986
1987 07/01/1987
1988 07/21/1988

Document Images

No images are available for this filing.
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ARISTAR, INC.

Filing Information

Document Number
837490
FEI/EIN Number
51-0015810
Date Filed
12/06/1976
State
DE
Status
INACTIVE
Last Event
WITHDRAWAL
Event Date Filed
08/14/1989
Event Effective Date
NONE


Principal Address

P.O. BOX 020270
MIAMI, FL 33102-0270
Changed: 08/14/1989

Mailing Address

P.O. BOX 020270
MIAMI, FL 33102-0270
Changed: 08/14/1989


Registered Agent Name & Address
NONE

Officer/Director Detail
Name & Address

Title PD
PAPPAS, MIKE M.
8484 WILSHIRE BLVD
BEVERLY HILLS, CA

Title D
ADAMS, STEPHEN F.
8484 WILSHIRE BLVD
BEVERLY HILLS, CA

Title D
ERIKSON, J. LANCE
8484 WILSHIRE BLVD.
BEVERLY HILLS, CA

Title V
ANTENBERG, BRUCE F.
8484 WILSHIRE BLVD.
BEVERLY HILLS, CA

Title V
RUTLEDGE, CHARLES W.
8001 CENTERVIEW PKWY
CORDOVA, TN

Title AS
BROTT, HAZEL A.
8001 CENTERVIEW PKWY
CORDOVA, TN

Annual Reports
Report Year Filed Date
1986 06/18/1986
1987 07/01/1987
1988 07/21/1988

Document Images

No images are available for this filing.
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Florida Division of CorporationsDepartment of State /
Division of Corporations /
Search Records /
Detail By Document Number/

Foreign Profit Corporation

ARISTAR, INC.

Filing Information

Document Number
F01000002950
FEI/EIN Number
34-1783116
Date Filed
05/29/2001
State
OH
Status
INACTIVE
Last Event
REVOKED FOR ANNUAL REPORT
Event Date Filed
10/04/2002
Event Effective Date
NONE

Principal Address

302 N. CLEVELAND-MASSILLON RD
AKRON, OH 44333

Mailing Address
302 N. CLEVELAND-MASSILLON RD
AKRON, OH 44333

Registered Agent Name & Address
BDB AGENT CO.
5355 TOWN CENTER ROAD
SUITE 900
BOCA RATON, FL 33486

Registered Agent Resigned: 10/15/2013

Officer/Director Detail
Name & Address

Title PCD
ALEXANDER, IAN J
967 ROBINWOOD HILLS DRIVE
AKRON, OH


Title STD
ALEXANDER, SUSAN L
967 ROBINWOOD HILLS DRIVE
AKRON, OH

Annual Reports
No Annual Reports Filed
Document Images

10/15/2013 -- Reg. Agent Resignation View image in PDF format
05/29/2001 -- Foreign Profit View image in PDF format

Previous On List Next On List Return to List
Events No Name History
Florida Department of State, Division of Corporations
Florida Department of State
Division of Corporations


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BUSINESS PEOPLE;Aristar President Takes Posts at Parent and Unit

By Kenneth N. Gilpin
Oct. 22, 1985

Credit...The New York Times Archives

The Great Western Financial Corporation, holding company for the nation's third-largest savings and loan association, announced yesterday that Robert B. Holmes had been named president and chief operating officer.

Mr. Holmes is currently president of Aristar Inc., its consumer finance and life insurance subsidiary, a position he will keep. Mr. Holmes, 53, will also serve as president and chief operating officer of Great Western Savings, the company's principal subsidiary. Based in Beverly Hills, Calif., Great Western Financial has assets of $25 billion.

The announcement was made by James F. Montgomery, 53, Great Western's chairman and chief executive.

Mr. Montgomery, who is viewed by analysts as the principal architect in building Great Western Savings into one of the nation's premier thrift institutions, has served as chairman, president and chief executive since 1980. The post of chief operating officer has been vacant since 1980.

''I can talk about Great Western for almost an indefinite period,'' said Jonathan N. Gray, a thrift industry analyst at Sanford C. Bernstein & Company. ''They concentrate on one thing, mortgage lending, and they do it very well. It is one of the highest quality companies in the industry.''

Mr. Holmes joined Great Western in 1983 at the time it acquired Aristar. He was in meetings in Palm Springs, Calif., yesterday and unavailable for comment.

Before joining Aristar, from 1977 to 1981 Mr. Holmes served as president of Ticor, the insurance holding company that is facing potentially huge losses in the collapse of the Equity Programs Investment Corporation, a subsidiary of the Community Savings & Loan Association of Bethesda, Md.

Mr. Holmes, a graduate of Harvard College, spent 13 years as an investment banker with Lazard Freres & Company. He began his business career with New England Merchants Bank.

In terms of size, Great Western is third behind American Savings, principal subsidiary of the Financial Corporation of America, and Home Savings, principal subsidiary of H. F. Ahmanson & Company. All three thrift institutions are based in California.

Great Western reported record net income of $54.7 million in the third quarter, more than three times higher than the $15.8 million the company earned in the period a year earlier. The company said the results reflected the benefits of lower interest rates as well as strong real estate loan volume and good performance in its consumer finance and insurance activities.

https://www.nytimes.com/1985/10/22/business/business-people-aristar-president-takes-posts-at-parent-and-unit.html
 

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<SEC-DOCUMENT>0000896058-96-000225.txt : 19961204
<SEC-HEADER>0000896058-96-000225.hdr.sgml : 19961204
ACCESSION NUMBER: 0000896058-96-000225
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19961203
ITEM INFORMATION: Other events
FILED AS OF DATE: 19961203
SROS: NYSE

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: ARISTAR INC
CENTRAL INDEX KEY: 0000007214
STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141]
IRS NUMBER: 954128205
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03521
FILM NUMBER: 96675492

BUSINESS ADDRESS:
STREET 1: 8900 GRAND OAK CIRCLE
CITY: TAMPA
STATE: FL
ZIP: 33637-1050

MAIL ADDRESS:
STREET 1: 8900 GRAND OAK CIRCLE
CITY: TAMPA
STATE: FL
ZIP: 33637

FORMER COMPANY:
FORMER CONFORMED NAME: FAMILY FINANCE CORP QUALIFIED STOCK OPTI
DATE OF NAME CHANGE: 19761222

FORMER COMPANY:
FORMER CONFORMED NAME: FAMILY FINANCE CORP THRIFT CLUB
DATE OF NAME CHANGE: 19731106

FORMER COMPANY:
FORMER CONFORMED NAME: FAMILY FINANCE CORP
DATE OF NAME CHANGE: 19730712


</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K
<TEXT>

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) -
December 3, 1996

ARISTAR, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 1-3521 95-4128205
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)

8900 GRAND OAK CIRCLE, TAMPA, FLORIDA 33637-1050
(Address of principal executive offices)

Registrant's telephone number, including area code -
(813) 632-4500


<PAGE>



ITEM 5. OTHER EVENTS.

Great Western Bank, a Federal Savings Bank ("GWB"), has declared a
dividend of all of the outstanding stock of Blazer Financial Corporation, its
wholly-owned subsidiary ("BFC"), payable to GWB's parent corporation, Great
Western Financial Corporation ("Great Western") as of the close of business on
December 31, 1996. Both Aristar, Inc. (the "Company") and GWB are wholly-owned
subsidiaries of Great Western. BFC is a holding company that owns all of the
stock of Great Western Thrift and Loan, a Utah industrial loan corporation, and
First Community Industrial Bank, a Colorado industrial bank. At September 30,
1996, the book value of the stock of BFC was approximately $33.7 million and its
consolidated assets, which are predominantly consumer finance receivables, were
approximately $254.3 million. On December 31, 1996, Great Western will transfer
such stock to the Company for a purchase price equal to its book value at that
time.


-2-

<PAGE>



SIGNATURE

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.



ARISTAR, INC.

By: s/JAMES A. BARE
-------------------------
Name: James A. Bare
Title: Executive Vice President
and Chief Financial
Officer (Chief Accounting Officer)

Date: December 3, 1996

-3-

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</SEC-DOCUMENT>
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 https://www.sec.gov/Archives/edgar/data/7214/0000896058-96-000225.txt

Back to GetFilings.com













SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K





(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE

ACT OF 1934 For the fiscal year ended December 31, 1996

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the transition period from . . . . . . . . .to . . . . . . . . . .



Commission file number 1-3521



ARISTAR, INC.

(Exact name of registrant as specified in its charter)



DELAWARE 95-4128205

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification Number)

8900 Grand Oak Circle, Tampa, FL 33637-1050

(Address of principal executive offices) (Zip Code)



(813) 632-4500

(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12 (b) of the Act:



Name of each exchange

Title of each class on which registered



7 % Senior Notes due June 15, 2001 New York Stock Exchange

71/2 % Senior Subordinated Notes due July 1, 1999New York Stock Exchange



Securities registered pursuant to Section 12 (g) of the Act: None



Indicate by check mark whether the registrant (1) has filed all reports required

to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the

registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days.



Yes X No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405

of Regulation S-K is not contained herein, and will not be contained, to the

best of the registrant's knowledge, in definitive proxy or information

statements incorporated by reference in Part III of this Form 10-K or any

amendment to this Form 10-K:

Not applicable



The aggregate market value of Common Stock held by non-affiliates: None

As of February 28, 1997, there were 1,000 shares of Common Stock outstanding.



Documents incorporated by reference: None



Registrant meets the conditions set forth in General Instruction (I)(1)(a) and

(b) of Form 10-K and is therefore filing this Form with the reduced disclosure

format.





2

ARISTAR, INC.



ANNUAL REPORT ON FORM 10-K





Table of Contents







Page

PART I





Item 1. Business . . . . . . . . . . . . . . . . . . . . . . .3

Item 2. Properties . . . . . . . . . . . . . . . . . . . . . .7

Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . .8





PART II



Item 5. Market for the Registrant's Common Equity

and Related Stockholder Matters . . . . . . . . . . .8

Item 7. Management's Analysis of the Results of Operations

for the Year Ended December 31, 1996. . . . . . . . .8

Item 8. Financial Statements and Supplementary Data. . . . . 10

Item 9. Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure . . . . . . . . 31



PART IV



Item 14. Exhibits, Financial Statement Schedules and

Reports on Form 8-K . . . . . . . . . . . . . . . . 31





Note: Items 4, 6, 10, 11, 12 and 13 are not included as per conditions

met by Registrant set forth in General Instruction I(1)(a) and (b) of

Form 10-K.



3

PART I

Item 1. Business


Aristar, Inc. (the "Company"), incorporated in Delaware in 1986 as a successor
to a company incorporated in 1927, is a holding company headquartered in Tampa,
Florida
whose subsidiaries are engaged in the consumer financial services
business
. All of the Company's equity securities are owned indirectly by Great Western Financial Corporation
("GWFC").

The Company's operations consist principally of a network of approximately
500 branch offices located in 23 states, primarily in the Southeastern United
States and in California.
These offices generally operate under the names
Blazer Financial Services, City Finance Company, and First Community
Financial Services.


The Company makes direct consumer instalment loans and purchases retail
instalment contracts from local retail establishments. These consumer credit
transactions are primarily for personal, family or household purposes.
The
Company also engages in the industrial banking business through its
subsidiaries in Colorado and Utah. In addition to making direct consumer
instalment loans and purchasing retail instalment contracts, these
subsidiaries also take customers' savings deposits.

Instalment loans written in 1996 had original terms ranging from 12 to 360
months and averaged 72 months. For the year ended December 31, 1996, 59% of
the volume of all instalment loans was either unsecured or secured by
guarantors, luxury consumer goods, automobiles or other personal property,
with the remaining 41% being secured by real estate. While the interest yield
on real estate loans is generally lower than for other direct loans, such
loans are typically larger and the ratio of cost to amounts loaned is lower.
Additionally, credit loss experience on real estate loans has been
significantly lower than on other loan types.

Retail instalment sales contracts are generally acquired without recourse to
the originating merchant and provide a vehicle for developing future loan
business. Where these contracts result from the sale of consumer goods,
payment is generally secured by such goods, and, in some cases, a portion of
the purchase price is withheld from the merchant pending satisfactory payment
of the obligation. Contracts are typically written with original terms from 3
to 60 months and for 1996 had an average original term of 26 months.

At December 31, 1996, the average portfolio yield written by loan type was as
follows:

Average Yield

Real Estate Secured Loans 12.3%
Other Direct Loans 24.7%
Retail Instalment Sales Contracts 18.7%


4



Portfolio Composition



The following table provides an analysis by type of the Company's notes and

contracts receivable (net of unearned finance charges and deferred loan fees) at

the dates shown:







December 31,

(Dollars in thousands) 1996 1995 1994



Notes and Contracts Receivable $ 2,185,903 $2,133,065 $ 1,994,903

Type as a percent of

Total Receivables

Real Estate Secured Loans 40.7% 37.0% 36.4%

Other Direct Loans 42.6 46.1 46.3

Retail Instalment Sales Contracts 16.7 16.9 17.3

100.0% 100.0% 100.0%



Notes and contracts written including balances renewed, but excluding bulk

purchases, for the years ended December 31, 1996, 1995 and 1994 totaled $1.96

billion, $2.10 billion and $2.0 billion, respectively.



Credit Loss Experience



The Company closely monitors portfolio delinquency in measuring the quality of

the portfolio and the potential for ultimate credit losses. Under the Company's

policy, non-real estate secured delinquent accounts are charged off when they

become 180 days contractually delinquent (120 days prior to October 1, 1996).

Collection efforts continue after an account has been charged off until the

customer obligation is satisfied or until it is determined that the

obligation is not collectible or that the cost of continuing collection efforts

will not be offset by the potential recovery.





5



The following table sets forth the credit loss experience for the past three

years and the allowance for doubtful accounts at the end of each year:



Year Ended December 31,

(Dollars in thousands) 1996 1995 1994



Allowance for Doubtful Accounts

at End of Year $ 70,045 $ 55,568 $ 53,217

Percent of Year-End Net Receivables 3.2% 2.6% 2.7%



Provision for Credit Losses 58,800 48,500 41,900



Amounts Charged-Off Net of Recoveries:

Amount 46,418 47,879 39,680

Percent of Average Net Receivables(1) 2.2% 2.4% 2.2%



(1) Average of notes and contracts receivable (net of unearned finance charges)

at each month end during the period.







Accounts past due 60 days and over, based on contract payments, were as follows

as of the end of each of the past three years:





December 31,

(Dollars in thousands) 1996 1995 1994



Amount $ 63,661 $ 42,921 $ 35,320

Percent of Year-End Gross

Receivables 2.5% 1.7% 1.5%







Interest Rate Spreads and Cost of Borrowed Funds



A relatively high ratio of borrowings to invested capital is customary in

consumer finance activities due to the liquidity of the assets employed by the

business. The spread between the revenues received from loans and interest

expense is a significant factor in determining the net income of the Company.



6





The table below sets forth certain percentages relative to the spread between

interest the Company received on the loan portfolio and interest expense for

each of the last three years:



Year Ended December 31,

1996 1995 1994



Ratio to Average Net Receivables:

Interest and Fee Income 17.7% 18.3% 18.5%

Interest and Debt Expense 5.8 5.8 5.5



Gross Spread 11.9% 12.5% 13.0%





Credit Insurance Operations



The Company makes available, at the option of its customers, credit life, credit

accident and health, and credit casualty insurance products. Credit life

insurance provides that the customer's credit obligation, to the extent of the

policy limits, is paid in the event of death. Credit accident and health

insurance provides for the payment of instalments due on the customer's credit

obligation in the event of disability resulting from illness or injury. Credit

casualty insurance insures payment, to the extent of the policy limits, of

the credit obligation or cost to repair certain property used as collateral

for such obligation in the event such property is destroyed or damaged.



Purchase of such insurance is not a condition to obtaining a loan, although the

Company may require casualty insurance covering collateral to be obtained

from unaffiliated sources by the customer. The Company does not sell

insurance to non-customers. Credit insurance sold by the Company is written

by unaffiliated insurance companies and is substantially all reinsured by the

Company, which earns reinsurance premiums thereon.





Ratio of Earnings to Fixed Charges



The Company's ratio of earnings to fixed charges, which represents the number of

times fixed charges were covered by earnings, was 1.80 in 1996, 1.91 in 1995,

1.96 in 1994, 1.90 in 1993 and 1.83 in 1992. For purposes of computing this

ratio, earnings consist of income from operations before income taxes and, in

1992, before the cumulative effect of a change in accounting method, plus

fixed charges. Fixed charges consist of interest and debt expense and an

appropriate portion of rentals.



7



Governmental Regulation



The Company's operations are, for the most part, regulated by federal and state

consumer finance laws or similar legislation. All of the states in which

finance subsidiaries of the Company are licensed to do business have laws,

which vary from state to state, regulating the consumer finance business.

These laws, among other things, typically limit the size of loans, set maximum

interest rates and maximum maturities and regulate certain lending and

collection activities. Although consumer finance laws have been in effect

for many years, amending and new legislation is frequently proposed. The

Company is unable to predict whether or when any such proposals might

ultimately be enacted into law or to assess the impact any such enactment might

have on the Company. In addition, as they accept customers' deposits, the

two banking subsidiaries are subject to regulation by the Federal Deposit

Insurance Corporation and the relevant state banking authorities.



The Company has been named as a defendant in a number of class action suits, in

which various industry-wide practices arising from routine business activities

are being challenged and various damages are being sought. The Company believes

that its practices are permissible under state and federal laws and will

defend these suits accordingly.



Competition



The consumer financial services business is highly competitive. The Company's

principal competitors are other local, regional and national finance

companies, banks, credit unions, savings associations, and other similar

financial institutions.



Employees



The Company employs approximately 2,400 full-time employees. None of these

employees are represented by a union. Management considers relations with its

employees to be satisfactory.



Item 2. Properties



The Company owns its 71,000 square foot headquarters building on 6 acres of

land, which it built in 1994 at a total cost of approximately $8 million.



The Company's branch offices, located in 23 states, are leased typically for

terms of three to five years with options to renew. Typical locations include

shopping centers, office buildings and storefronts, generally of relatively

small size sufficient to accommodate a staff of four to eight employees.



See Note 13 to the Consolidated Financial Statements for additional information

on rental expense and lease commitments.





8







Item 3. Legal Proceedings



The Company and its subsidiaries are involved in litigation incidental to their

businesses. It is management's opinion that the aggregate liability arising

from the disposition of all such pending litigation will not have a material

adverse effect on the Company.



PART II



Item 5. Market for the Registrant's Common Equity and Related Stockholder

Matters



The Company is an indirect wholly-owned subsidiary of GWFC and the Company's

common stock is not traded on any national exchange or in any other established

market.



Payment of dividends is within the discretion of the Company's Board of

Directors. Provisions of certain of the Company's debt agreements restrict the

payment of dividends to a maximum prescribed proportion of cumulative earnings

and contributed capital and otherwise provide for the maintenance of minimum

levels of equity and maximum leverage ratios. The Company declared and paid

dividends on a quarterly basis, totaling $116.8 million during 1996 and $22.5

million during 1995.



Item 7. Management's Analysis of the Results of Operations for the Year Ended

December 31, 1996



The Company's average net finance receivables grew $98.5 million, or 5.0%, in

1996, while, as a reflection of interest rate and competitive pressures, the

overall portfolio yield decreased .54% as compared to the prior year. As a

result, loan interest and fee income increased $6.9 million, or 1.9%, for the

year ended December 31, 1996, as compared to the prior year. Income from

investment securities increased $382 thousand, or 4.3%, over the prior year.

As a result, total interest income increased by $7.2 million, or 2.0%, over

the prior year. Average debt outstanding increased $208.3 million, or 16.9%,

and the weighted average interest rate on such debt decreased by 94 basis

points, resulting in an increase in interest and debt expense of $5.8

million, or 5.1%, for the year ended December 31, 1996, as compared to 1995.

These factors resulted in an increase in net interest income before provision

for credit losses of $1.4 million, or 0.6%.



During 1996, the Company issued the following senior notes: in June, $100

million at 7.25% maturing in 2001; in July, $100 million at 6.75% maturing in

1999; in August, $100 million at 6.75% maturing in 2001; and, in December,

$150 million at 6.125% maturing in 2000. The respective proceeds were used

as follows: to reduce outstanding commercial paper issued to fund the

purchase price of the Company's acquisition of Great Western Financial Services

as described in Note 3 to the accompanying financial statements; to reduce

outstanding commercial paper issued to pay $100 million of 6.25% senior notes

at their July 15, 1996 maturity; to reduce outstanding commercial paper; and,

to fund the purchase price of the Company's acquisition of Blazer Financial

Corporation ("BFC") as described in Note 3 to the accompanying financial

statements, to repay approximately $69.6 million of outstanding intercompany

indebtedness owed by BFC and its subsidiaries to Great Western Bank, and for

general corporate purposes.



9



The provision for credit losses for the year ended December 31, 1996 was 2.81%

as an annualized percentage of average net finance receivables for that

period, as compared to 2.44% for 1995. The increase in provision rate

reflects management's assessment of the quality of the Company's receivables

portfolio at this time including current economic trends, loan portfolio agings,

historical loss experience and evaluation of collateral.



Personnel expenses were $3.8 million, or 5.6%, higher in 1996 as compared to

1995. This is primarily due to normal compensation increases.



Other operating expenses were $4.7 million, or 12.1%, lower in 1996 as compared

to 1995, primarily because of an $8.0 million insurance recovery resulting

from fraudulently over-billed marketing costs which had occurred over a

number of years. (See Note 4 to the accompanying financial statements.)

Productivity, defined as the ratio of operating and administrative expenses

(before deferral of direct loan costs and the above described insurance

recovery) to average outstanding finance receivables, improved to 6.9% in

1996 as compared to 7.0% in 1995.





10



Item 8. Financial Statements and Supplementary Data



Report of Independent Certified Public Accountants



To the Board of Directors and Stockholder of

Aristar, Inc.



In our opinion, the accompanying consolidated statements of financial condition

and the related consolidated statements of operations and retained earnings and

of cash flows present fairly, in all material respects, the financial

position of Aristar, Inc. and its subsidiaries at December 31, 1996 and 1995,

and the results of their operations and their cash flows for each of the three

years in the period ended December 31, 1996, in conformity with generally

accepted accounting principles. 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 of these statements in accordance with generally accepted auditing

standards which 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, assessing

the accounting principles used and significant estimates made by management,

and evaluating the overall financial statement presentation. We believe that

our audits provide a reasonable basis for the opinion expressed above.



As described in Note 3, during 1996, the Company acquired two businesses from

affiliated companies. Both transactions were accounted for in a manner similar

to a pooling of interests, which gave retroactive effect to these acquisitions.





PRICE WATERHOUSE LLP

Tampa, Florida

January 17, 1997





1





ARISTAR, INC. and Subsidiaries

Consolidated Statements of Financial Condition





(Dollars in thousands) December 31, 1996 December 31, 1995



ASSETS

Finance receivables, net $ 2,115,858 $ 2,077,497

Investment securities 137,072 140,240

Cash and cash equivalents 22,660 14,399

Property and equipment, less accumulated

depreciation and amortization: 1996,

$21,528; 1995, $19,961 10,338 11,484

Deferred charges 11,956 11,570

Excess of cost over equity of

companies acquired, less accumulated

amortization: 1996, $52,638; 1995, $45,575 56,655 63,718

Other assets 37,319 13,855



TOTAL ASSETS $ 2,391,858 $ 2,332,763



LIABILITIES AND STOCKHOLDER'S EQUITY



Liabilities

Short-term debt $ 398,006 $ 312,876

Long-term debt 1,352,770 1,003,809

Total debt 1,750,776 1,316,685

Customer deposits 146,138 160,772

Accounts payable and other liabilities 46,366 67,679

Due to affiliate 237,576

Federal and state income taxes 13,836 11,602

Insurance claims and benefits reserves 7,702 7,900

Unearned insurance premiums and

commissions 57,800 56,865

Total liabilities 2,022,618 1,859,079



Commitments and contingencies

(Notes 13 and 14)



Stockholder's equity

Common stock: $1.00 par value;

10,000 shares authorized: 1,000

shares issued and outstanding 1 1

Paid-in capital 44,894 44,894

Retained earnings 323,969 428,273

Net unrealized holding gain on

investment securities 376 516

Total stockholder's equity 369,240 473,684



TOTAL LIABILITIES AND

STOCKHOLDER'S EQUITY $ 2,391,858 $ 2,332,763



See Notes to Consolidated Financial Statements.



12





ARISTAR, INC. and Subsidiaries

Consolidated Statements of Operations and Retained Earnings



Year Ended December 31,

(Dollars in thousands) 1996 1995 1994



Loan interest and fee income $ 370,314 $ 363,448 $ 342,329

Investment securities income 9,183 8,801 6,766

Total interest income 379,497 372,249 349,095



Interest and debt expense 120,758 114,917 102,224



Net interest income before

provision for credit losses 258,739 257,332 246,871



Provision for credit losses 58,800 48,500 41,900



Net interest income 199,939 208,832 204,971



Other operating income

Net insurance operations

and other income 27,205 29,235 28,640



Other expenses

Personnel expenses 71,724 67,938 68,633

Occupancy expense 9,919 10,681 10,182

Advertising expense 4,848 5,873 5,760

Amortization of excess cost over

equity of companies acquired 7,063 7,065 7,069

Other operating expenses 34,072 38,768 40,656

127,626 130,325 132,300



Income before income taxes 99,518 107,742 101,311



Provision for federal and

state income taxes 37,000 42,445 37,200



Net Income 62,518 65,297 64,111



Retained earnings

Beginning of year 428,273 385,476 346,365

Dividends (116,800) (22,500) (25,000)

Transfer to Great Western Bank,

A Federal Savings Bank (15,192)

Transfer to Great Western

Financial Corporation (34,830)

End of year $ 323,969 $ 428,273 $ 385,476





See Notes to Consolidated Financial Statements.



13



ARISTAR, INC. and Subsidiaries

Consolidated Statements of Cash Flows



Year Ended December 31,

(Dollars in thousands) 1996 1995 1994



Cash flows from operating activities

Net income $ 62,518 $ 65,297 $ 64,111

Adjustments to reconcile net income to

net cash provided by operating activities

Provision for credit losses 58,800 48,500 41,900

Depreciation and amortization 13,523 13,148 15,466

Deferred income taxes (16,188) (13) (1,170)

Increase (decrease) in

Accounts payable and other liabilities (21,313) (30,432) (8,096)

Unearned insurance premiums and

commissions and insurance claims

and benefits reserves 737 2,900 3,171

Currently payable income taxes 18,455 4,511 (4,388)

(Increase) decrease in other assets (23,464) 10,021 (9,924)



Net cash provided by operating

activities 93,068 113,932 101,070



Cash flows from investing activities

Investment securities purchased (40,331) (55,884) (52,229)

Investment securities matured 43,317 43,223 31,838

Finance receivables originated

or purchased (1,407,334) (1,484,545) (1,418,656)

Finance receivables repaid or sold 1,308,184 1,299,233 1,212,149

Net change in property and equipment (665) (602) (4,041)



Net cash used in investing activities (96,829) (198,575) (230,939)



Cash flows from financing activities

Net change in commercial paper and other

short-term borrowings 85,130 133,791 (100,522)

Proceeds from issuance of long-term debt 453,539 99,909 249,625

Long-term debt issue costs (2,615) (1,162) (1,657)

Repayments of long-term debt (105,000) (189,000) (50,000)

Net change in customer deposits (14,634) 30,719 (10,264)

Net change in due to affiliate (237,576) 34,361 61,963

Dividends paid (116,800) (22,500) (25,000)

Transfer to Great Western Bank,

A Federal Savings Bank (15,192)

Transfer to Great Western

Financial Corporation (34,830)



Net cash provided by financing

activities 12,022 86,118 124,145



Net increase (decrease) in cash

and cash equivalents 8,261 1,475 (5,724)



Cash and cash equivalents

Beginning of year 14,399 12,924 18,648

End of year $ 22,660 $ 14,399 $ 12,924



Supplemental disclosures of

cash flow information

Interest paid $ 118,038 $ 113,665 $ 100,949

Intercompany payments in lieu of

federal and state income taxes 49,612 35,339 45,718



See Notes to Consolidated Financial Statements.





14



ARISTAR, INC. and Subsidiaries

Notes to Consolidated Financial Statements





Note 1 Ownership and Operations



Aristar, Inc. is an indirect, wholly-owned subsidiary of Great Western Financial

Corporation ("GWFC"). Aristar, Inc. and its subsidiaries, all of which are

wholly-owned, are referred to hereinafter as the "Company."



The Company is engaged primarily in the consumer financial services business and

its operations consist principally of a network of approximately 500 branch

offices located in 23 states, primarily in the Southeastern United States and in

California. These offices generally operate under the names Blazer Financial

Services, City Finance Company, and First Community Financial Services. The

Company makes direct consumer instalment loans and purchases retail

instalment contracts from local retail establishments. These consumer credit

transactions are primarily for personal, family or household purposes. The

Company also engages in the industrial banking business through its
subsidiaries in Colorado and Utah. In addition to making direct consumer
instalment loans and purchasing retail instalment contracts, these subsidiaries
also take customers' savings deposits.

Note 2 Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the
accounts of Aristar, Inc. and its subsidiaries, all of which are wholly-owned,
after elimination of all material intercompany balances and transactions.
Certain amounts in prior years have been reclassified to conform to the current
year's presentation.

Estimates. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Income Recognition from Finance Operations. Unearned finance charges on all
types of consumer notes and contracts receivable are recognized on an accrual
basis, using the interest method. Accrual generally is suspended when payments
are more than three months contractually overdue. Loan fees and directly
related lending costs are deferred and amortized using the interest method over
the contractual life of the related loans.

Provision and Allowance for Credit Losses. The Company provides, through
charges to income, an allowance for losses which, based upon management's
evaluation of numerous factors, including current economic trends, loan
portfolio agings, historical loss experience and evaluation of collateral,
is deemed adequate to cover reasonably expected losses on outstanding loans.


15

Losses on loans are charged to the allowance for credit losses based upon the
number of days delinquent or when collectibility becomes questionable and the
underlying collateral, if any, is considered insufficient to liquidate the loan
balance (see Note 5). Non-real estate secured delinquent loans are generally
charged off when they are 180 days contractually delinquent (120 days prior
to October 1, 1996). Recoveries on previously written-off loans are credited to

the allowance.

Investment Securities. Debt and equity securities are classified as available
for sale and are reported at fair value, with unrealized gains and losses
excluded from earnings and reported, net of taxes, as a separate component of
stockholder's equity. Gains and losses on investment securities are recorded
when realized on a specific identity basis. Investment security transactions
are recorded using trade date accounting.

Property, Equipment and Leasehold Improvements. Property, equipment and
leasehold improvements are stated at cost, net of accumulated depreciation and
amortization. Depreciation and amortization are provided principally on the
straight-line method over the estimated useful life or, if less, the term of
the lease.

Deferred Charges. Expenditures that are deferred are amortized over the period
benefited. Amortization is computed principally using the straight-line method.

Excess of Cost Over Equity of Companies Acquired. The excess of cost over the
fair value of net assets of companies acquired is amortized on a straight-line
basis, generally over periods of up to 25 years.

Insurance Premiums and Acquisition Costs. Insurance premiums are deferred and
subsequently amortized into revenue over the terms of the related insurance
contracts. The methods of amortization used are pro rata, sum-of-the-digits and
a combination thereof. Policy acquisition costs (principally ceding
commissions and premium taxes) are deferred and charged to expense over the
terms of the related policies in proportion to premium recognition.

Insurance Claims and Benefits Reserves. Reserves for reported claims on credit
life and health insurance are established based upon standard actuarial
assumptions used in the insurance business for such purposes. Claims reserves
for reported property and casualty insurance claims are based upon estimates of
costs and expenses to settle each claim. Additional amounts of reserves, based
upon prior experience and insurance in force, are provided for each class of
insurance for claims which have been incurred but not reported as of the balance
sheet date.

Income Taxes. The Company is included in the consolidated Federal income tax
return filed by GWFC. Currently payable Federal income taxes will be paid to
GWFC. Federal income taxes are allocated between GWFC and its subsidiaries in
proportion to the respective contribution to consolidated income or loss.

Allocations for state income taxes approximate the amount the Company would have
paid on a separate entity basis. Deferred income taxes are provided on
elements of income or expense that are recognized in different periods for
financial and tax reporting purposes.


16

Taxes on income are determined by using the liability method as prescribed by
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ("FAS 109"). This approach requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events
that have been recognized in the Company's financial statements or tax
returns. In estimating future tax consequences, FAS 109 requires the
consideration of all expected future events other than enactments of changes
in the tax law or rates.

Statement of Cash Flows. For purposes of reporting cash flows, the Company
considers all highly liquid investments with a maturity of three months or less
when purchased to be cash equivalents.

Fair Value Disclosures. Quoted market prices are used, where available, to
estimate the fair value of the Company's financial instruments. Because no
quoted market prices exist for a significant portion of the Company's financial
instruments, fair value is estimated using comparable market prices for similar
instruments or using management's estimates of appropriate discount rates and
cash flows for the underlying asset or liability. A change in management's
assumptions could significantly affect these estimates; accordingly, the
Company's fair value estimates are not necessarily indicative of the value which
would be realized upon disposition of the financial instruments.

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

Finance receivables. The approximate fair value of finance receivables is
estimated by discounting the future cash flows using current rates at which
similar loans would be made with similar maturities to borrowers with similar
credit ratings. The fair value is not adjusted for the value of potential
loan renewals from existing borrowers.

Investment securities. Fair values for investment securities 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.

Debt. The carrying amount reported in the statement of financial condition
for short-term debt approximates its fair value given its brief maximum term.
The approximate fair value of long-term debt is estimated using rates currently
available to the Company for debt with similar terms and remaining maturities.

Deposit liabilities. The fair values disclosed for fixed-rate savings
certificates of deposit are estimated using a discounted cash flow calculation
that applies interest rates currently being offered on certificates to a
schedule of aggregated expected maturities on time deposits. The fair
values disclosed for savings and money market accounts are, by definition,
equal to the amount payable on demand at the reporting date.


17


Note 3 Transfers from Related Parties

On April 30, 1996, Great Western Bank, a Federal Savings Bank ("GWB"), also a
wholly owned subsidiary of GWFC, transferred to the Company a portion of its
consumer finance business, hereinafter referred to as Great Western Financial
Services ("GWFS"). GWFS was comprised primarily of approximately $242 million
in net consumer finance receivables. The Company paid fair value (as
determined by independent appraisal) of approximately $252 million in cash
raised through the issuance of commercial paper. The Company accounted for the
approximate $10 million premium as a dividend to GWFC. Additionally, at the
purchase date, the Company recorded a transfer to GWB of approximately $15
million, representing the accumulated earnings of GWFS at that date.

On December 31, 1996, GWFC transferred to the Company a portion of its consumer
banking business, hereinafter referred to as Blazer Financial Corporation

("BFC"). BFC was comprised primarily of approximately $229 million in net

consumer finance receivables and $147 million in customer deposits. The

Company recorded, at the purchase date, a transfer to GWFC of approximately

$35 million, representing the accumulated earnings of BFC at that date.



In accordance with Interpretation Number 39, "Transfers and Exchanges of

Companies under Common Control," to Accounting Principles Opinion Number 16,

"Business Combinations," both of the above-described acquisitions have been

accounted for in a manner similar to a pooling of interests. Accordingly,

the assets acquired and liabilities assumed have been recorded at historical

cost and prior period financial statements of the Company have been restated for

the acquisitions. Eliminations have been made for material intercompany

transactions between the combined entities.



In connection with the GWFS transaction, the Company previously restated its

financial statements to give retroactive effect to the pooling. The following

table summarizes the impact of the BFC transaction on the Company's net interest

income, income before income taxes and net income.







Net Interest Income Before Net

Income Income Taxes Income

1995

Aristar, as restated for

the GWFS transaction $ 194,768 $ 99,108 $ 59,982

BFC, net of eliminations 14,064 8,634 5,315

Aristar, as restated $ 208,832 $ 107,742 $ 65,297





1994

Aristar, as restated for

the GWFS transaction $ 192,403 $ 93,806 $ 59,502

BFC, net of eliminations 12,568 7,505 4,609

Aristar, as restated $ 204,971 $ 101,311 $ 64,111







18



The following table summarizes the impact of the BFC transaction on the

Company's previously reported retained earnings at January 1:



Retained Earnings, beginning of period





1996 1995 1994

Aristar, as restated for

the GWFS transaction $ 398,364 $ 360,882 $ 326,380

BFC, net of eliminations 29,909 24,594 19,985

Aristar, as restated $ 428,273 $ 385,476 $ 346,365







Note 4 Insurance Recovery



In May 1996, the Company filed a fidelity bond claim, subsequently paid by the

insurer, in the amount of $8.0 million for the recovery of fraudulently

over-billed marketing costs which had occurred over a number of years. The $8.0

million recovery has been reflected as a reduction of other operating expenses

in the accompanying statement of operations and retained earnings for the

year ended December 31, 1996.



19





Note 5 Finance Receivables



Finance receivables at December 31, 1996 and 1995 are summarized as follows:



(Dollars in thousands) 1996 1995

Consumer finance receivables

Real estate secured loans $ 994,097 $ 891,092

Other consumer finance instalment loans 1,109,143 1,182,891

Retail instalment contracts 400,530 397,977



Gross consumer finance receivables 2,503,770 2,471,960

Less: Unearned finance charges and

deferred loan fees (317,867) (338,895)

Allowance for credit losses (70,045) (55,568)

Net consumer finance receivables $ 2,115,858 $ 2,077,497





The amount of gross nonaccruing receivables included above was approximately

$45.6 million and $25.8 million at December 31, 1996 and 1995, respectively.



Contractual maturities, net of unearned finance charges and deferred loan fees,

at December 31, 1996 are as follows:

Over 1

But

Within Within Over

1 year 5 years 5 years Total

(Dollars in thousands)



Real estate secured loans $ 134,226 $ 346,148 $ 409,596 $ 889,970

Other consumer finance

instalment loans 443,148 486,371 458 929,977

Retail instalment contracts 129,970 235,777 209 365,956

$ 707,344 $1,068,296 $ 410,263 $2,185,903



Consumer finance receivables have maximum terms of 360 months, while retail

contracts have maximum terms of 60 months. The weighted average contractual

term of all loans and contracts written during the years ended December 31, 1996

and 1995 was 50 months and 46 months, respectively. Experience has shown that

a substantial portion of the receivables will be renewed or repaid prior to

contractual maturity. Therefore, the tabulation of contractual payments should

not be regarded as a forecast of future cash collections. During the years

ended December 31, 1996 and 1995, the ratio of principal cash collections to

average net consumer finance receivables outstanding was 63% and 65%,

respectively. The majority of loans provide for a fixed rate of interest over

the contractual life of the loan.



20



The approximate fair value of the Company's finance receivables (net of

unearned finance charges and deferred loan fees) as of December 31, 1996 and

1995 follows:



(Dollars in thousands) 1996 1995

Approximate Approximate

Net Book Fair Net Book Fair

Value Value Value Value





Real estate secured loans $ 889,970 $ 874,959 $ 788,947 $ 792,849

Other consumer finance

installment loans 929,977 908,762 984,228 980,249

Retail instalment contracts 365,956 365,956 359,890 359,890

$2,185,903 $2,149,677 $ 2,133,065 $ 2,132,988



Because the Company primarily lends to consumers, it did not have receivables

from any industry group that comprised 10 percent or more of total consumer

finance receivables at December 31, 1996.



Activity in the Company's allowance for credit losses is as follows:





Year Ended December 31,

(Dollars in thousands) 1996 1995 1994



Balance, January 1 $ 55,568 $ 53,217 $ 49,790

Provision for credit losses 58,800 48,500 41,900

Amounts charged off (62,615) (63,936) (55,249)

Recoveries 16,197 16,057 15,569

Allowances on notes purchased 2,095 1,730 1,207

Balance, December 31 $ 70,045 $ 55,568 $ 53,217







21







Note 6 Investment Securities



Investment securities as of December 31, 1996 and 1995 are as follows:



(Dollars in thousands) December 31, 1996

Approximate

Original Amortized Gross Unrealized Fair

Cost Cost Gains Losses Value



Government obligations $19,628 $ 19,513 $ 110 $ 175 $ 19,448

Corporate obligations 86,339 86,255 1,060 352 86,963

Certificates of deposit

and other 30,579 30,622 171 132 30,661

$136,546 $136,390 $1,341 $ 659 $137,072









(Dollars in thousands) December 31, 1995

Approximate

Original Amortized Gross Unrealized Fair

Cost Cost Gains Losses Value



Government obligations $20,621 $ 20,630 $ 53 $ 209 $ 20,474

Corporate obligations 94,739 94,351 984 24 95,311

Certificates of deposit

and other 24,652 24,405 168 118 24,455

$ 140,012 $139,386 $1,205 $ 351 $ 140,240





There were no significant realized gains or losses during 1996 or 1995.



The following table presents the maturity of the investment securities at

December 31, 1996:



(Dollars in thousands)





Approximate

Amortized Fair

Cost Value

Due in one year or less $ 31,869 $ 31,751

Due after one year through five years 60,317 60,519

Due after five years through ten years 37,818 38,435

Due after ten years 6,386 6,367

$ 136,390 $ 137,072





22





Note 7 Deferred Charges



Deferred charges, net of amortization, as of December 31, 1996 and 1995 are as

follows:





(Dollars in thousands) 1996 1995



Long-term debt issuance costs $ 4,711 $ 3,712

Premiums on purchased accounts 7,245 7,858

$ 11,956 $ 11,570





Amortization of deferred charges for each of the last three years is as

follows:





(Dollars in thousands) 1996 1995 1994



Long-term debt issuance costs $ 1,616 $ 1,287 $ 1,268

Premiums on purchased accounts 3,495 3,198 3,444

System development costs 1,378







Note 8 Short-term Debt



Short-term debt at December 31, 1996 and 1995 consisted of commercial paper

notes. Such debt outstanding at December 31, 1996 had been issued in the

minimum amount of $456,000 and with a maximum original term of 97 days.



The book value of short-term debt at December 31, 1996 approximates its

estimated fair value.



Additional information concerning total short-term borrowings is as follows:







Year Ended December 31,

(Dollars in thousands) 1996 1995 1994

Outstanding during the year

Maximum amount at any month end $ 578,743 $ 312,876 $ 287,793

Average amount 391,936 210,684 235,682

Weighted average interest rate 5.2% 6.0% 4.2%



Balance at end of year

Amount $ 398,006 $ 312,876 $ 179,085

Weighted average interest rate 5.7% 5.9% 6.0%





Weighted average interest rates include the effect of commitment fees.







23



Short-term notes totaling $66 million and $75 million were issued in December,

1996 and 1995, respectively. The proceeds of these notes were used to purchase

investment securities and were repaid through liquidation of these securities

in the month following issuance. This short-term debt has been reflected net

of the securities balances in the accompanying Consolidated Statements of

Financial Condition.



In 1996, the Company entered into a $550 million revolving credit agreement with

several domestic and foreign banks. The agreement, which replaced the previous

revolving credit agreement of $450 million, has a four-year term with repayment

in full of any balance outstanding in August, 2000. This revolving credit

agreement has restrictive covenants as described further in Note 9.



There were no borrowings under any of the above-described revolving credit

agreements in 1996 or 1995.



On August 16, 1996, the Company obtained a revolving credit line of $2,685,000

from the Federal Home Loan Bank ("FHLB"). Under the revolving credit line,

which expires August 15, 1997, interest is payable monthly at FHLB's cash

management rate (7.20% at December 31, 1996). At December 31, 1996, there were

no outstanding borrowings under the line of credit. Interest expense in 1996

related to the borrowings on the revolving credit line was approximately

$14,000.



24







Note 9 Long-term Debt



Long-term debt at December 31, 1996 and 1995 was comprised of the following:



(Dollars in thousands) 1996 1995



Senior Debentures and Notes

6.25%, due July 15, 1996 $ 99,995

7.375%, due February 15, 1997 $ 99,997 99,974

8.125%, due December 1, 1997 99,909 99,812

5.75%, due July 15, 1998 149,922 149,875

7.875%, due February 15, 1999 99,904 99,864

6.75%, due May 15, 1999 99,986

6.3%, due July 15, 2000 99,931 99,913

6.125%, due December 1, 2000 149,610

7.75%, due June 15, 2001 149,930 149,917

7.25%, due June 15, 2001 99,857

6.75%, due August 15, 2001 99,917

Medium Term Notes, Series C, due through

1996, at interest rates of 8.75% to 8.90% 5,000





Total Senior Debt 1,148,963 804,350



Senior Subordinated Notes and Debentures

8.875%, due August 15, 1998 99,948 99,920

7.5%, due July 1, 1999 99,659 99,539



Total Senior Subordinated Debt 199,607 199,459



Federal Home Loan Bank Notes

4.98%, due December 3, 2001 4,200



Total Federal Home Loan Bank Notes 4,200



Total Long-term Debt $ 1,352,770 $ 1,003,809





25



Aggregate maturities at December 31, 1996 are as follows:



(Dollars in thousands)





Senior Federal

Senior Subordinated Home Loan

Debt Notes Bank Notes Total

1997 $ 199,906 $ 199,906

1998 149,922 $ 99,948 249,870

1999 199,890 99,659 299,549

2000 249,541 249,541

2001 349,704 $ 4,200 353,904

$ 1,148,963 $ 199,607 $ 4,200 $1,352,770







The approximate fair value of the Company's long-term debt as of December 31,

1996 and 1995 is as follows:



(Dollars in thousands)





1996 1995

Book Approximate Book Approximate

Value Fair Value Value Fair Value



Senior debt $ 1,148,963 $ 1,192,141 $ 804,350 $ 834,130

Senior subordinated

notes 199,607 215,083 199,459 213,600

Federal Home Loan

Bank notes 4,200 4,207

$ 1,352,770 $ 1,411,431 $1,003,809 $1,047,730





The Company has a note payable to the FHLB of Seattle in the amount of

$4,200,000. On a specified day each quarter, upon giving the Company a five

business day written notice, FHLB has the option to terminate the advance at

par. Under the credit agreement, which matures December 3, 2001, interest is

payable monthly and determined using a fixed annual interest rate of 4.98%.

Interest expense in 1996 related to the above debt was approximately $15,000.



26





In March, 1995, the Company filed a $600 million shelf registration statement.

Under this registration statement, the Company issued in July, 1995, $100

million of 6.3% senior notes maturing July 15, 2000; in June, 1996, the Company

issued $100 million of 7.25% senior notes maturing June 15, 2001; in July, 1996,

the Company issued $100 million of 6.75% senior notes maturing May 15, 1999;

in August, 1996, the Company issued $100 million of 6.75% senior notes

maturing August 15, 2001; and in December, 1996, the Company issued $150 million

of 6.125% senior notes maturing December 1, 2000. The respective proceeds of

these issues were used as follows: to reduce outstanding commercial paper issued

to pay $100 million of 8.55% senior notes at their June 1, 1995 maturity; to

reduce outstanding commercial paper issued to fund the purchase price of the

Company's acquisition of GWFS as described in Note 3; to reduce outstanding

commercial paper issued to pay $100 million of 6.25% senior notes at their

July 15, 1996 maturity; to reduce outstanding commercial paper; and, to fund

the purchase price of the Company's acquisition of BFC as described in Note 3,

to repay approximately $69.6 million of outstanding intercompany indebtedness

owed by BFC and its subsidiaries to GWB, and for general corporate purposes.



Provisions of certain of the Company's debt agreements restrict the payment of

dividends to a maximum prescribed proportion of cumulative earnings and

contributed capital and provide for the maintenance of minimum levels of equity

and maximum leverage ratios. At December 31, 1996, approximately $16 million

was available under the debt agreement restriction for future dividends.







Note 10 Customer Deposits



The net book value and approximate fair value of the Company's customer deposits

as of December 31, 1996 and 1995 are as follows:





(Dollars in thousands) 1996 1995

Book Approximate Book Approximate

Value Fair Value Value Fair Value

Certificates of deposit

$100,000 and over $ 10,674 $ 10,714 $ 10,136 $ 10,243

Certificates of deposit

under $100,000 117,588 117,943 131,100 132,168

Savings accounts 1,534 1,534 1,675 1,675

Money market accounts 16,342 16,342 17,861 17,861

$ 146,138 $ 146,533 $ 160,772 $ 161,947





Maturities of time deposits are $85,855,000 in 1997, $28,891,000 in 1998,

$6,753,000 in 1999 and $6,763,000 thereafter.



27





Note 11 Income Taxes



The components of income tax expense are as follows:





Year Ended December 31,

(Dollars in thousands) 1996 1995 1994



Currently payable

Federal $ 44,871 $ 35,739 $ 32,607

State 8,317 6,719 5,763

Deferred (16,188) (13) (1,170)

$ 37,000 $ 42,445 $ 37,200





Deferred taxes result from temporary differences in the recognition of certain

items for tax and financial reporting purposes. Deferred tax liabilities

(assets) are comprised of the following:





December 31,

(Dollars in thousands) 1996 1995



Amortization of intangibles $ 11,606 $ 17,837

Employee benefits accruals 2,335 1,599

Depreciation 426 678

Loan interest and fee income 3,374 3,087

Other deferred income items 378 399



Total deferred tax liabilities 18,119 23,600



Credit loss reserves (24,788) (16,031)

Unearned insurance commissions (3,956) (2,980)

Other miscellaneous accruals (2,598) (2,415)

State taxes (4,076) (3,162)

Other deferred deduction items (3,181) (2,982)



Total deferred tax assets (38,599) (27,570)



Net deferred tax asset $ (20,480) $ (3,970)









28





The provisions for income taxes differ from the amounts determined by

multiplying pretax income by the statutory Federal income tax rate of 35% for

1996, 1995 and 1994. A reconciliation between these amounts is as follows:





Year Ended December 31,

(Dollars in thousands) 1996 1995 1994



Income taxes at statutory rates $ 34,831 $ 37,709 $ 35,459

Increase (reduction) in taxes

resulting from:

State income taxes, net of

Federal benefit 5,406 4,367 3,746

Other (3,237) 369 (2,005)

$ 37,000 $ 42,445 $ 37,200







Note 12 Retirement and Savings Plans



GWFC's non-contributory defined benefit pension plan covers substantially all

of the Company's employees. Accumulated plan benefits and annual pension cost

are derived from an allocation formula based on the Company's total participants

and the Plan's total participants.



Pension cost for the Company's participants for the years ended December 31,

1996, 1995, and 1994 was $490,000, $1,455,000 and $1,717,000, respectively.

Due to the Company's participation in a multi-employer defined benefit plan,

information as to separate Company participant assets and vested benefits is

not presented.



The Company's employees also participate in GWFC's employee savings plan, which

allows employees to defer part of their pretax compensation until retirement.

Company contributions equal 50% of the contributions made by employees up to 6%

plus annual discretionary amounts, if any, as determined by management. The

Company's cost is based on the actual contribution related to its

participating employees. Total expense was $1,360,000, $1,161,000 and

$1,325,000 for the years ended December 31, 1996, 1995 and 1994, respectively.



The Company's employees also participate in GWFC's defined benefit

postretirement plans which provide medical and life insurance coverage to

eligible employees and dependents based on age and length of service.

Medical coverage options are the same as available to active employees. The

accumulated postretirement benefit obligation and related expense are derived

from an allocation formula based on the Company's total participants and the

Plan's total participants.



The net postretirement medical and life insurance expense allocated to the

Company for the years ended December 31, 1996, 1995 and 1994 were $521,000,

$532,000 and $737,000, respectively.





29







Note 13 Leases



At December 31, 1996, the Company was lessee of office space, principally for

loan offices, computer and other office equipment and automobiles, generally

for terms of five or fewer years.



The Company has no material capital leases. Under operating leases that have

initial or remaining noncancelable lease terms in excess of one year,

approximate aggregate annual minimum rentals are $7,004,000 in 1997; $5,084,000

in 1998; $2,767,000 in 1999; $1,446,000 in 2000; and $627,000 in 2001. Rent

expense for the years ended December 31, 1996, 1995 and 1994 was $9,975,000,

$9,274,000, and $8,247,000, respectively.



Note 14 Contingencies



The Company is involved in litigation incidental to its businesses. It is
management's opinion that the aggregate liability arising from the disposition
of all such pending litigation will not have a material adverse effect on the
Company.



Note 15 Transactions with Related Parties

Significant transactions with GWFC or its subsidiaries in addition to those

described in Note 3 are identified as follows:

GWB provides the Company with certain administrative services, including
human resources and cash management, for which the Company paid
management fees of $1,770,000 in 1996, $1,358,000 in 1995 and $1,365,000
in 1994.

The Company makes payments to GWFC in accordance with GWFC's tax
allocation policy and in connection with the retirement and savings plans.

Note 16 Approximate Fair Values of Financial Instruments

A summary of the approximate fair values of the Company's financial instruments,
as compared to their carrying values, is set forth in the following table:

(Dollars in thousands)

December 31, 1996 December 31, 1995

Carrying Approximate Carrying Approximate

Value Fair Value Value Fair Value

Finance receivables Note 5 $ 2,185,903 $ 2,149,677 $ 2,133,065 $ 2,132,988

Investment securities Note 6 137,072 137,072 140,240 140,240

Short-term debt Note 8 398,006 398,006 312,876 312,876

Long-term debt Note 9 1,352,770 1,411,431 1,003,809 1,047,730

Customer deposits Note 10 147,080 147,475 161,679 162,854

See Note 1 and the referenced Notes for additional information.



30



Note 17 Selected Quarterly Financial Data (Unaudited)

A summary of the quarterly results of operations for the years ended December

31, 1996 and 1995 is set forth below:


Quarter Ended

March 31, June 30, September 30, December 31,

(Dollars in thousands) 1996 1995 1996 1995 1996 1995 1996 1995

Revenue $102,688 $97,934 $99,806 $98,697 $99,605 $100,338 $104,603 $104,515

Interest and other

expenses 64,756 63,238 53,931 61,983 63,314 60,340 66,383 59,681



Provision for

credit losses 14,500 10,600 13,600 9,200 15,300 11,600 15,400 17,100



Total expenses 79,256 73,838 67,531 71,183 78,614 71,940 81,783 76,781



Income before taxes 23,432 24,096 32,275 27,514 20,991 28,398 22,820 27,734



Income tax provision 9,200 9,500 12,800 10,974 8,200 11,236 6,800 10,735



Net income $ 14,232 $14,596 $ 19,475 $16,540 $12,791 $ 17,162 $ 16,020 $ 16,999







The variances between the above quarterly data and the information reported

in the Company's previously filed Forms 10-Q result from the acquisition of

BFC as discussed in Note 3.



31





Item 9. Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure.



None.



PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) Index of Documents filed as a part of this Report:

1. Financial Statements

Included in Part II of this Report:

PAGE


Report of Independent Certified Public Accountants. . . . . .10

Aristar, Inc. and Subsidiaries:

Consolidated Statements of Financial Condition
at December 31, 1996 and 1995. . . . . . . . . . . . . . . .11

Consolidated Statements of Operations and Retained Earnings
for the Years Ended December 31, 1996, 1995 and 1994 . . . 12

Consolidated Statements of Cash Flows
for the Years Ended December 31, 1996, 1995 and 1994 . . . 13

Notes to Consolidated Financial Statements . . . . . . . . .14

2. Financial Statement Schedules

All schedules are omitted because of the absence of the conditions under
which they are required or because the required information is set forth
in the financial statements or related notes.


3. Exhibits

Included in Part IV of this Report:

Exhibit

Number

(2) (a) Agreement dated as of April 30, 1996, between Great
Western Bank and First Community Financial Services, Inc. (1)

(b) Amendment to Exhibit (2) (a) dated as of August 31, 1996. (2)

(c) Agreement dated as of April 30, 1996, between Great Western

Bank and Blazer Financial Services, Inc. (1)

(d) Amendment to Exhibit (2) (c) dated as of August 31, 1996. (2)

(e) Agreement dated as of April 30, 1996, between Great Western
Bank and Blazer Financial Services, Inc. of Florida. (1)

(f) Amendment to Exhibit (2) (e) dated as of August 31, 1996.(2)



32



(g) Agreement dated as of December 31, 1996, between Great Western
Financial Corporation and Aristar, Inc. (3)

(3) (a) Certificate of Incorporation of Aristar, Inc. as presently in
effect.(4)

(b) By-Laws of Aristar, Inc. as presently in effect. (4)

(4) (a) Indenture dated as of May 1, 1991 between Aristar, Inc. and
Security Pacific National Bank, as trustee. (5)

(b) Indenture dated as of May 1, 1991 between Aristar, Inc. and
The First National Bank of Boston, as trustee. (5)

(c) Indenture dated as of July 1, 1992 between Aristar, Inc. and
The Chase Manhattan Bank, N.A., as trustee. (6)

(d) Indenture dated as of July 1, 1992 between Aristar, Inc. and
Citibank, N.A., as trustee. (6)

(e) Indenture dated as of July 1, 1995 between Aristar, Inc. and
The Bank of New York, as trustee. (7)

(f) The registrant hereby agrees to furnish the Securities and
Exchange Commission upon request with copies of all
instruments defining rights of holders of long-term debt of
Aristar and its consolidated subsidiaries.

(10) Income Tax Allocation Agreement dated as of December 15, 1995
between Aristar, Inc. and Great Western Financial Corporation.(8)

(12) Statement Re: Computation of Ratios.

(23) Consent of Independent Certified Public Accountants.

(24) Power of Attorney included on Page 34 of the Form 10-K.

(27) Financial Data Schedule.



33

(1) Incorporated by reference to Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996,
Commission file number 1-3521.

(2) Incorporated by reference to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996,
Commission file number 1-3521.

(3) Incorporated by reference to Registrant's Current Report on
Form 8-K dated December 31, 1996, Commission file
number 1-3521.

(4) Incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987,
Commission file number 1-3521.

(5) Incorporated by reference to Registrant's Current Report on
Form 8-K dated May 29, 1991, Commission file number
1-3521.

(6) Incorporated by reference to Registrant's Current Report on
Form 8-K dated June 24, 1992, Commission file number
1-3521.

(7) Incorporated by reference to Registrant's Quarterly Report on

Form 10-Q for the quarter ended June 30, 1995, Commission

file number 1-3521.

(8) Incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995,
Commission file number 1-3521.

(b) Reports on Form 8-K

On December 3, 1996, the Company filed a Current Report on Form 8-K,
dated December 3, 1996, disclosing, under item (5) thereof, the pending
acquisition of Blazer Financial Corporation.

On December 5, 1996, the Company filed a Current Report on Form 8-K,
dated December 3, 1996, disclosing, under item (7) thereof, the terms of
the issuance of $150,000,000 aggregate principal amount of its 6.125%
senior notes maturing December 1, 2000.


34



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.

ARISTAR, INC.

By /s/ James A. Bare March 12, 1997
James A. Bare, Executive Vice President Date
and Chief Financial Officer (and Principal
Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes James A. Bare as
attorney-in-fact to sign on his behalf as an individual and in every capacity
stated below, and to file all amendments to the registrant's Form 10-K, and
the registrant hereby confers like authority to sign and file in its behalf.

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 indicated on March 12, 1997.



/s/ Michael M. Pappas
Michael M. Pappas, President and Director

(Principal Executive Officer)

/s/ Carl F. Geuther
Carl F. Geuther, Director

/s/ J. Lance Erikson
J. Lance Erikson, Director

/s/ John F. Maher
John F. Maher, Director

/s/ A. William Schenck
A. William Schenck, III, Director



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