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(b) As a state savings association, CenTrust has at all times since August 9, 1989, been subject in all respects to the Insurance Regulations pursuant to Section 401(h) of FIRREA and the determination published pursuant thereto at 54 Fed. Reg. 34637 (August 21, 1989).

(c) As a publicly traded stock association, CenTrust

is required to comply with Sections 13(a) and (b) of the Securities Exchange Act of 1934 and related regulations, 15 U.S.C. S 78m(a) and (b), as well as 17 C.F.R. $ 210.10-01 et.

seq.

5.

As a state savings association, CenTrust is subject to OTS's authority to maintain a proceeding to determine whether an order to cease and desist should issue pursuant to Section 8(b) of Federal Deposit Insurance Act, as amended by FIRREA. II. GROUNDS FOR ISSUANCE OF CEASE AND DESIST ORDER CENTRUST'S FINANCIAL CONDITION

A.

6. CenTrust's tangible capital has decreased from approximately $12.89 million at June 30, 1988 to approximately a (negative) ($43.3) million at June 30, 1989.

7. For this same period, June 30, 1988 through June 30, 1989, CenTrust reported a pre-tax operating income (loss) of approximately ($54 million) and net income (loss) of approximately ($24 million).

8.

For the quarter ending September 1988, CenTrust reported a current net income (loss) of approximately ($2.7 million).

9. For the quarter ending December 1988, CenTrust re

ported a current net income (loss) of approximately

million).

10. For the quarter ending March 1989, CenTrust reported a current net income (loss) of approximately ($5 million).

11. For the quarter ending June 1989, CenTrust reported a current net income (loss) of approximately ($5.1 million).

12. For the quarter ending September 1989, Centrust reported a current net income (loss) of approximately ($9.1 million).

B. COMPENSATION

13. David L. Paul ("Paul"), Chief Executive Officer and Chairman of the Board of Directors of CenTrust, received approximately $550,000 in annual salary for the year ending September 30, 1988.

14. In addition, Paul received a bonus of approximately $300,000 in or about September 1988.

15. From in or about March 1988 through in or about September 30, 1988, Paul received dividends of approximately $2.76 million as a result of his ownership of CenTrust

securities.

16. Paul received approximately $700,000 in annual salary for the year ending September 30, 1989.

17. From on or about September 30, 1988 through on or about December 31, 1988, Paul received dividends of approximately $445,000 as a result of his ownership of Centrust

securities.

18. The Office of Thrift Supervision, Atlanta ("OTS,

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Atlanta") issued two directives dated March 15. 1989 and October 5, 1989 to halt payment of dividends to owners of Centrust ́s common and preferred stock due to Centrust ́s deter orating financial condition.

19. As of October 1. 1989. Paul began to receive an an tual salary of approximately $950.000.

20. In addition, Paul received a bonus of approximately $310,000 in or about October 1989.

21. From in or about March 1988 to the present. Paul has received a monthly automobile allowance of approximately $500. 22. Centrust pays an annual premium of approximately $258,000 for a $6 million tern life insurance policy for Paul. Coverage for the insurance policy began on or about November

16, 1988.

23. The beneficiary of this ter life insurance policy is

Paul's wife.

24. On or about February 1988, Centrust hired a President for CenTrust Trust, a subsidiary of Centrust, at an annual salary of approximately $400,000. In addition, Centrust paid the President of CenTrust Trust a bonus of approximately $160,000 in or about February 1988.

25. Centrust paid the President of Centrust Trust an additional bonus of $240,000 in or about February 1989.

26. In or about November 1988, Centrust hired a ViceChairman of the Board of Trustees for Centrust Trust ("Vice Chairman") for an annual salary of $500.000.

27. In addition, Centrust pays Centrust Trust's

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Vice-Chairman a bonus of no less than 20% of the

Vice-Chairman's annual salary, pursuant to his employment

contract.

28. In or about March 1988, CenTrust hired an Executive Vice President of CenTrust Trust at an annual salary of

$250,000.

29. In or about February 1989, CenTrust paid the Exectuvie Vice President of CenTrust Trust a bonus of approximately

$57,000.

30. Due to the employment of the President, the Vice-Chairman and the Executive Vice President of CenTrust Trust ("Trust Officers"), CenTrust Trust's executive

compensation expense increased from approximately $369,000 for the fiscal year ending September 30, 1987 to approximately $1,653,000.

31. Pursuant to their employment contracts, the President and Executive Vice President of CenTrust Trust were hired to develop a "capital markets" program for Centrust Trust.

32. From in or about February 1988 until on or about June 30, 1989, Centrust Trust did not engage in any capital markets activities.

33. The lack of centrust Trust's capital market

does not justify the high compensation paid to the President and the Executive Vice President.

34. The duties performed by any of the Trust officers at Centrust Trust do not support their hip level of compensation.

incurred by Centrust for executive officers of Centrust during a period when Centrust has continuing and increasing operating losses is an unsafe or unsound practice and contrary to the guidelines established in 12 C.F.R. § 563.161(b), republished at 54 Fed. Reg. 49411 (November 30, 1989) and the policy statement contained in R Series Memorandum #R-42.

c.

BOOKS AND RECORDS

36. On May 31, 1989, the OTS, Atlanta commenced an examı nation of Centrust pursuant to 12-U.S.C. § 1730(m) (1) (1982). 37. Centrust has impeded the completion of this examination by its repeated failure to provide timely and complete responses to the CTS Atlanta's request for access to books and records.

38. Centrust does not maintain on its premises complete and accurate books and records regarding the activities and financial condition of its defined benefit plan and the plan ́s trust, known as the Supplemental Executive Retirement Plan.

39. Centrust does not maintain sufficient documentation regarding the payment or reimbursement of expenses on behalf of its directors, officers, employees and vendors.

40. Centrust does not maintain adequate securiti

registers regarding its securities transacti

41. As of August 15, 1989, approximately 16 general ledger accounts had not been reconciled for June 30, 1989.

42. Centrust does not maintain sufficient documentati regarding the financial condition of certain of its subsidiaries, including the lack of routinely prepared financial

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