Item 3. Legal Proceedings
Litigation is pending in the Indiana Supreme Court and in the Marion County Superior Court in Indiana and arbitration is pending relating to a 1990 notice from PSI Energy Inc. of its intent to arbitrate certain matters arising under its long-term coal sales contract concerning the Cyprus Amax Wabash mine. PSI Energy Inc. is seeking relief regarding the contract including price relief retroactive to January 1, 1988. While the nature and extent of the claims is not clear, Cyprus Amax will continue to defend its position with respect to the contract and has offsetting claims. While Cyprus Amax is not able to predict the outcome of this matter at this time, based upon facts currently known to it, Cyprus Amax believes it has reasonable defenses in this matter and does not believe that the ultimate resolution of this matter will have a material adverse effect on its financial condition.
On November 8, 1993, Cyprus Amax was notified by the United States Department of Justice that it is under investigation for possible violations of the antitrust laws of the United States regarding its molybdenum business. While Cyprus Amax is unable to predict the outcome of this investigation, based upon facts currently known to it, the resolution of this matter is not expected to have a material adverse effect on Cyprus Amax's financial condition.
At December 31, 1993, Cyprus Amax's long-term accrual for deferred closure, reclamation, and environmental remediation liabilities totalled approximately $358 million which included $254 million for future reclamation, $90 million for environmental remediation at Superfund and other sites, and $14 million for closure of discontinued or previously sold operations. Cyprus Amax's $254 million reclamation reserve is primarily for operating facilities. Reclamation is an ongoing activity and a cost associated with the Company's mining operations and Cyprus Amax accrues for closure and final reclamation liabilities on a life-of-mine basis. The coal reclamation reserve component largely is a result of reclamation obligations incurred for replacing soils and revegetation of mined areas as required by provisions and permits pursuant to the Surface Mining Control and Reclamation Act. The copper and other reclamation reserve component includes costs for site stabilization, cleanup, long-term monitoring, and water treatment costs as expected to be required largely by state laws and regulations as well as by
sound environmental practice. Total reclamation costs for Cyprus Amax at the end of current mine lives are estimated at about $500-550 million.
Cyprus Amax or its subsidiaries has been advised by the Environmental Protection Agency ("EPA") and several State environmental agencies that it may be liable under the Comprehensive Environmental Response, Compensation and Liability Act or similar State laws and regulations ("Superfund"), for costs of responding to environmental conditions at a number of sites which have been or are being investigated by the EPA or state agencies to establish whether releases of hazardous substances have occurred and, if so, to develop and implement remedial actions. Cyprus Amax is named as a potentially responsible party ("PRP") or has received EPA requests for information for about 30 sites. The reserve of approximately $90 million at December 31, 1993, for Cyprus Amax's share of the estimated aggregate liability for the cost of remedial actions is based upon an evaluation of, among other factors, currently available facts, existing technology, currently enacted laws and regulations, its experience in remediation, other companies' cleanup experience, and its status as a PRP at each of the sites, as well as the ability of other PRPs to pay their allocated portions. The cost range of reasonably possible outcomes for sites where costs are estimable is from $60 million to $200 million and work on these sites is expected to be substantially completed within the next five years, subject to the inherent delays involved in the process. Cyprus Amax believes certain insurance policies partially cover these claims; however, some of the insurance carriers have denied responsibility and Cyprus Amax is litigating coverage. Further, Cyprus Amax believes that it has other potential claims for recovery from third parties, including the U.S. Government and other PRPs, as well as liability offsets through lower cost remedial solutions. Generally, neither insurance recoveries, nor other claims or offsets, have been recognized in the liabilities reported.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
Cyprus Minerals Company and AMAX Inc. held special shareholder meetings on November 12, 1993, in New York to vote on the merger of AMAX Inc. into Cyprus Minerals Company and the transactions contemplated under the Agreement and Plan of Reorganization and Merger between Cyprus Minerals Company and AMAX Inc. ("Merger Agreement"). Cyprus shareholder approval was requested for the approval of the Merger Agreement, the issuance of Cyprus common stock and of shares of a newly-created series of Cyprus $4.00 Series A Convertible Preferred Stock to Amax shareholders in the merger, amendment to Cyprus' Certificate of Incorporation to create a new series of Cyprus $4.00 Series A Convertible Preferred Stock and to change the name of Cyprus to Cyprus Amax Minerals Company. Shareholders of Amax were asked to approve the spin-off of its aluminum company, Alumax Inc., in a tax-free distribution of all of the outstanding shares of Alumax common stock. In addition, Amax would distribute approximately 28 percent of Amax Gold, Inc. to Amax shareholders in the form of a taxable dividend. The merger and its contemplated transactions were approved by 77 percent of the Cyprus shareholders and 75 percent of the Amax shareholders. The vote of the Cyprus shareholders was 36,503,374 for the proposal, 967,916 against, with 548,347 abstentions.
Executive Officers of the Registrant
Set forth below are the names, ages and titles of the executive officers of Cyprus Amax:
Mr. Ward was elected Chairman of the Board, President and Chief Executive Officer on May 14, 1992, and was made Co-Chairman on November 15, 1993. Mr. Brown was elected to his current office on May 2, 1991, and Mr. Clevenger assumed his current position on January 27, 1993. Mr. Malys was elected Senior Vice President effective October 31, 1988, and Chief Financial Officer effective August 1, 1989. Mr. Watkins assumed his current office on February 1, 1994. Mr. Wolf was elected to his current office on November 13, 1993. Mr. Kane assumed his current office on January 11, 1994. Mr. Peppard was elected to his current office on October 4, 1987. Mr. Taraba was elected to his current office on October 31, 1988.
Messrs. Brown, Malys, Wolf, Peppard, and Taraba have been engaged full-time in the business of Cyprus and its subsidiaries for more than the past five years. Prior to joining Cyprus in May 1992, Mr. Ward had been President and Chief Operating Officer of Freeport-McMoRan Inc. and Chairman and Chief Executive Officer of Freeport-McMoRan Copper & Gold Inc. since 1984. Mr. Brown has occupied various management positions in Cyprus' coal operations since 1980. Mr. Clevenger held various management positions at Phelps Dodge Corporation since 1979. Mr. Malys was Vice President and Corporate Controller from 1985 to 1988, and Senior Vice President Financial and Information Services from 1988 to 1989, when he assumed his current position. Prior to joining Cyprus Amax in 1994, Mr. Watkins occupied various management positions at Minnova Inc. from 1977 until 1991 when he was elected President and Director. Mr. Watkins served as Vice President and Director at Metall Mining Corporation from 1991 until 1993. Mr. Wolf has been a member of Cyprus' law department since 1993 and previously served as chief legal officer from 1984 through 1987. Mr. Wolf had operating responsibility for Cyprus' talc, lithium, gold and iron ore operations during the period from 1987 until 1993 when he assumed his current position. Prior to joining Cyprus in 1994, Mr. Kane served as Associate Director, Relationship Officer for Bear, Stearns & Co. Inc. since 1990. From 1989 to 1990, Mr. Kane served as Manager of Capital Markets and Exposure Management for United Technologies Corporation. Mr. Peppard has held various management positions in Cyprus' human resources department since 1986. Mr. Taraba held various positions in Cyprus' financial departments from 1982 until 1988, when he assumed his current position.
Each executive officer holds office subject to removal at any time by the Board of Directors of Cyprus Amax.
PART II
Item 5.

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
Information required by this item is incorporated by reference from "Stock Market Information" on page 65 in the 1993 Annual Report.
The information required by Items 6 through 8 is incorporated by reference from the pages in the 1993 Annual Report set forth below.
PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant
The information required by this item appears in Part I of this Annual Report on Form 10-K and in Cyprus Amax's Proxy Statement for the 1994 Annual Meeting to be filed within 120 days after the end of the fiscal year.*
Item 11.

Item 11. Executive Compensation
The information required by this item appears in Cyprus Amax's Proxy Statement for the 1994 Annual Meeting to be filed within 120 days after the end of the fiscal year.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item appears in Cyprus Amax's Proxy Statement for the 1994 Annual Meeting to be filed within 120 days after the end of the fiscal year.
Item 13.

Item 13. Certain Relationships and Related Transactions
The information required by this item appears in Cyprus Amax's Proxy Statement for the 1994 Annual Meeting to be filed within 120 days after the end of the fiscal year.
- ------------ * References in this Annual Report on Form 10-K to material contained in Cyprus Amax's Proxy Statement for the 1994 Annual Meeting to be filed within 120 days after the fiscal year incorporate such material into this Report by reference.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following financial statements are filed as part of this Report:
1. Financial Statements included in the 1993 Annual Report and incorporated by reference:
With the exception of the aforementioned financial statements and schedules, and the information incorporated in Items 1 and 2 and Items 5 through 8, the 1993 Annual Report is not deemed to be filed as part of this Annual Report on Form 10-K. Schedules not included in this Form 10-K have been omitted because they are not applicable or the required information is shown in the financial statements in the 1993 Annual Report or notes thereto. Separate financial statements of 50 percent or less owned companies accounted for by the equity method have been omitted since, if considered in the aggregate, they would not constitute a significant subsidiary.
3. The following exhibits are filed with this Annual Report on Form 10-K. The exhibit numbers correspond to the numbers assigned in Item 601 of Regulation S-K. The page numbers correspond to the numbers in the sequential numbering system (used only in the manually signed copies of this Annual Report on Form 10-K).
* To be filed by amendment within 180 days of the plan's fiscal year end, in accordance with Rule 15d-21.
(b) The following 8-K's were filed during the last quarter of the period covered by this Report on Form 10-K:
A current report on Form 8-K dated October 26, 1993, reporting the first amendment to the Competitive Advance and Revolving Credit Facility Agreement was filed on October 27, 1993. A current report on Form 8-K dated October 26, 1993, reporting the issuance of $250,000,000 aggregate principal amount of 6 percent Notes due October 15, 2005, was filed on October 27, 1993. A current report on Form 8-K dated November 9, 1993, reporting the termination by the Justice Department of the waiting period for the Cyprus Amax merger was filed on November 9, 1993. A current report on Form 8-K dated November 30, 1993, reporting the amendments to Cyprus' Certificate of Incorporation and By-laws was filed on November 30, 1993.
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 on the 23rd day of March 1994.
Cyprus Amax Minerals Company (Registrant)
By /s/ Gerald J. Malys --------------------------------- Gerald J. Malys Senior Vice President and Chief Financial Officer
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 23rd, 1994.
Signatures Titles ---------- ------
/s/ Milton H. Ward Co-Chairman of the Board, Director, President, and - ----------------------------- Chief Executive Officer Milton H. Ward
/s/ Allen Born Co-Chairman of the Board and Director - ----------------------------- Allen Born
/s/ Gerald J. Malys Senior Vice President and Chief Financial - ----------------------------- Officer (Principal Financial Officer) Gerald J. Malys
/s/ John Taraba Vice President and Controller (Principal - ----------------------------- Accounting Officer) John Taraba
/s/ Linda G. Alvarado Director - ----------------------------- Linda G. Alvarado
/s/ George S. Ansell Director - ----------------------------- George S. Ansell
/s/ William C. Bousquette Director - ----------------------------- William C. Bousquette
/s/ Calvin A. Campbell, Jr. Director - ----------------------------- Calvin A. Campbell, Jr.
/s/ Thomas V. Falkie Director - ----------------------------- Thomas V. Falkie
/s/ Ann Maynard Gray Director - ----------------------------- Ann Maynard Gray
/s/ James C. Huntington, Jr. Director - ----------------------------- James C. Huntington, Jr.
/s/ Michael A. Morphy Director - ----------------------------- Michael A. Morphy
/s/ Rockwell A. Schnabel Director - ----------------------------- Rockwell A. Schnabel
/s/ Theodore M. Solso Director - ----------------------------- Theodore M. Solso
/s/ John Hoyt Stookey Director - ----------------------------- John Hoyt Stookey
/s/ James A. Todd, Jr. Director - ----------------------------- James A. Todd, Jr.
/s/ Billie B. Turner Director - ----------------------------- Billie B. Turner
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders of Cyprus Amax Minerals Company:
Our audits of the consolidated financial statements referred to in our report dated March 1, 1994, appearing on page 38 of the 1993 Annual Report to Shareholders of Cyprus Amax Minerals Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE
Denver, Colorado March 1, 1994
APPENDIX A
ADDITIONAL INFORMATION CONCERNING CYPRUS AMAX'S OIL AND GAS OPERATIONS (Unaudited)
Introduction. Data presented in the tables below reflect the merger of Amax into Cyprus on November 15, 1993. Prior to November 15, 1993, Amax Energy Inc. was the holding company for Amax Oil & Gas Inc. In the first quarter 1994, Cyprus Amax reached an agreement with Union Pacific Resources Company, a subsidiary of Union Pacific Corporation, to sell all of its stock of Amax Oil & Gas, Inc. The sale, which has an effective date of September 30, 1993, is expected to close by March 31, 1994.
Reserve Data. The following table sets forth the estimated quantities of Cyprus Amax's net proved reserves of crude oil, natural gas and natural gas liquids as of December 31, 1993.
No major discovery or other favorable or adverse event has occurred since December 31, 1993, which would cause a significant change in estimated proved reserve data. No estimates of Cyprus Amax's total net proved oil and gas reserves have been filed with or included in reports to any federal authority or agency other than the Securities and Exchange Commission since January 1, 1993.
Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, condensate, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Estimated net proved reserves of crude oil and natural gas reported herein are stated in terms of Cyprus Amax's net interest, after reduction for royalties and other economic interests owned by others.
Average Sales Price and Average Production Costs. The following table sets forth Cyprus Amax's average sales prices per unit of crude oil, natural gas and natural gas liquids for the period November 15 through December 31, 1993.
/(1)/ Includes condensate /(2)/ See "Governmental Regulations" under "Other Minerals--Oil and Gas" /(3)/ Includes hedging activity
The following table sets forth Cyprus Amax's average production costs per equivalent barrel of crude oil and per equivalent thousand cubic feet of natural gas for the period November 15 through December 31, 1993. Production costs include lifting costs and severance taxes but do not include foreign or domestic income taxes, depreciation, depletion and amortization of capitalized acquisitions, exploration and development, interest, general administrative, overhead allocation or other expenses.
/(1)/ Natural gas amounts have been converted to equivalent barrels of crude oil based on relative energy content. /(2)/ Crude oil amounts, including condensate and natural gas liquids, have been converted to equivalent thousand cubic feet of natural gas based on relative energy content.
Production Data. The net quantities of crude oil, natural gas and natural gas liquids production attributable to Cyprus Amax's interests for the period November 15 through December 31, 1993 were as follows:
/(1)/ Includes production of 211 (thousands of barrels) from Cyprus Amax's ownership interests in gas processing plants.
Gross and Net Productive Wells. The table below sets forth Cyprus Amax's gross and net productive wells as of December 31, 1993.
/(1)/ A "gross well" is a well in which a working interest is owned. The number of gross wells is the total number of wells in which a working interest is owned. /(2)/ A "net well" is deemed to exist when the sum of fractional ownership working interest in gross wells equals one. The number of net wells is the sum of the fractional working interests owned in gross wells expressed as whole numbers and fractions thereof.
Wells in Process of Drilling. At December 31, 1993, there were 6 gross (4.4 net) wells in the process of drilling in which Cyprus Amax had an interest.
Productive and Dry Wells Drilled. The following table sets forth the number of gross and net productive and dry exploratory and development wells drilled for the period November 15 through December 31, 1993.
Acreage Data. Undeveloped acreage in which Cyprus Amax held interests at December 31, 1993 included fee mineral interests, acres held under oil and gas leases and overriding royalty interests. Developed acreage, on which there is oil and gas production in which Cyprus Amax had interests at December 31, 1993, included fee mineral interests, acreage held under oil and gas leases and overriding royalty interests. The developed and undeveloped acreage is summarized as follows:
/(1)/ Developed acreage is that spaced or assignable to productive wells. /(2)/ Undeveloped acreage is acreage on which wells have not been drilled or completed to the point which would permit the production of commercial quantities of oil and gas, regardless of whether such acreage contains proved reserves.
The remaining terms of oil and gas leases in which Cyprus Amax has an interest range from one to five years. In general, leases have a primary term of three years and are subject to possible extension by development and production.
SCHEDULE II CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES For the Year Ended December 31 (Thousands of Dollars)
/(1)/ Descriptions ------------ Alumax Inc. Represents amounts due under a tax disaffiliation agreement which requires Alumax to pay or reimburse Cyprus Amax for tax obligations arising from certain transactions within Alumax prior to spin-off.
/(2)/ Resulted from the merger.
SCHEDULE IV CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES INDEBTEDNESS OF AND TO RELATED PARTIES -- NOT CURRENT For the Year Ended December 31 (Thousands of Dollars)
/(1)/ Descriptions ------------
Loan to Savings Plan Loan outstanding under a promissory note payable. The loan to the Savings Plan bears interest at 9 3/4 percent per annum and is serviced by Cyprus' contributions to the Savings Plan and dividends paid on the Cyprus common shares purchased with the proceeds of the loan. The minimum contribution to the Savings Plan by Cyprus must be sufficient to amortize the loan to the Plan over a 20-year term as provided in the promissory note. The loan to the Savings Plan is recorded as a reduction of Shareholders' Equity.
Amax Gold Inc. Loans outstanding under a demand promissory note payable. Interest payable at the Federal Funds Rate plus 3/16 percent. In February 1994 approval was granted for Cyprus Amax to purchase Amax Gold common stock at $6.888 per share to repay approximately $21 million of the above indebtedness.
Oakbridge Limited Subordinated loans outstanding due June 28, 1996. Interest payable at the average daily bank bill buying rate rounded to the nearest 1/16 percent plus one percent payable in arrears.
/(2)/ Resulted from the merger.
SCHEDULE V CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES PROPERTY, PLANT, AND EQUIPMENT/(1)/ For the Year Ended December 31 (Thousands of Dollars)
- ------------ /(1)/ Property acquisition costs, intangible mine development costs and certain tangible assets which are expected to be in service for the life of the mine are amortized on the unit-of-production basis. Mobile mining equipment and most other assets are depreciated on a straight-line basis. /(2)/ Other changes are due mainly to the balance sheet reclassifications and intercompany transfers.
SCHEDULE VI CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES ACCUMULATED DEPRECIATION, DEPLETION, AMORTIZATION, AND WRITE-DOWNS OF PROPERTY, PLANT, AND EQUIPMENT For the Year Ended December 31 (Thousands of Dollars)
Reconciliation to depreciation, depletion, and amortization:
- ------------ /(1)/ Other Changes include balance sheet reclassifications, intercompany transfers and write-downs of certain assets in 1992 and 1991.
SCHEDULE VII CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES GUARANTEES OF SECURITIES OF OTHER ISSUERS For the Year Ended December 31 (Thousands of Dollars)
- ------------ /(1)/ Oakbridge Limited - Short-term loan (6 months) from ABN AMRO Australia Limited to Oakbridge. Final loan repayment occurred on February 9, 1994 and the guarantee subsequently was cancelled.
SCHEDULE VIII CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES For the Year Ended December 31 (Thousands of Dollars)
/(1)/ Amount includes the elimination of reserves for operations sold or shut down, $4,417; remainder represents deductions for transfers, usage, returns, and obsolescence due to the M&S inventory reduction program. /(2)/ Amount primarily represents increased reserve for obsolescence, $12,100. /(3)/ Amount primarily represents the write-off of LTV receivables. /(4)/ Amount primarily represents collection of loan from a joint venture partner, $3,654.
SCHEDULE IX CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES SHORT-TERM BORROWINGS For the Year Ended December 31 (Thousands of Dollars)
- -------------- /(1)/ The average amount outstanding during the year was computed by dividing the sum of month end outstanding principal balances by twelve.
/(2)/ Weighted average interest rate during the year was computed by dividing total interest on short-term borrowings by the average outstanding short- term principal balance during the year.
SCHEDULE X CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION For the Year Ended December 31 (Thousands of Dollars)
INDEX TO EXHIBITS
- ------------ * To be filed by amendment within 180 days of the plan's fiscal year end, in accordance with Rule 15d-21.
(b) The following 8-K's were filed during the last quarter of the period covered by this Report on Form 10-K:
A current report on Form 8-K dated October 26, 1993, reporting the first amendment to the Competitive Advance and Revolving Credit Facility Agreement was filed on October 27, 1993. A current report on Form 8-K dated October 26, 1993, reporting the issuance of $250,000,000 aggregate principal amount of 6 5/8 percent Notes due October 15, 2005, was filed on October 27, 1993. A current report on Form 8-K dated November 9, 1993, reporting the termination by the Justice Department of the waiting period for the Cyprus Amax merger was filed on November 9, 1993. A current report on Form 8-K dated November 30, 1993, reporting the amendments to Cyprus' Certificate of Incorporation and By-laws was filed on November 30, 1993.


ITEM 1. BUSINESS
Ford Credit Auto Receivables Corporation ("FCARC") established the Ford Credit 1993-B Grantor Trust (the "Trust") as of July 1, 1993 by selling and assigning to Chemical Bank, as Trustee (the "Trustee"), property including a pool of retail installment sale contracts secured by new and used automobiles and light trucks (the "Receivables"), certain monies due thereunder, security interests in the vehicles financed thereby and certain other property in exchange for certificates representing fractional undivided interests in the Trust (the "Certificates") consisting of two Classes of Certificates: a) the Class A Certificates evidencing in the aggregate an undivided ownership interest of 92.50% of the Trust, which were sold to the public, and b) the Class B Certificate evidencing in the aggregate an undivided ownership interest of 7.5% of the Trust, which were retained by FCARC. The Trust does not intend to acquire additional retail installment sale contracts and therefore the Receivable portfolio will continue to liquidate.
Ford Motor Credit Company ("Ford Credit") services the Receivables pursuant to a Pooling and Servicing Agreement dated as of July 1, 1993 (the "Agreement") and is compensated for acting as the Servicer. In order to facilitate its servicing functions and minimize administrative burdens and expenses, Ford Credit, as Servicer, retains physical possession of the Receivables and documents relating thereto as custodian for the Trustee.
The rights of the holders of the Class B Certificates to receive distributions with respect to the Receivables are subordinated, to the extent described in the Agreement, to the rights of the holders of the Class A Certificates.
ITEM 2.

ITEM 2. PROPERTIES
The property of the Trust includes retail installment sale contracts originated on or after July 1, 1992 between dealers (the "Dealers") and retail purchasers (the "Obligors") secured by new and used automobiles and light trucks (the "Financed Vehicles") and, in general, all payments due thereunder on or after July 1, 1993 (the "Cutoff Date").
The Receivables were originated by Dealers in accordance with Ford Credit's requirements under agreements with Dealers, for assignment to Ford Credit, have been so assigned and were sold to FCARC by Ford Credit pursuant to a Purchase Agreement dated July 1, 1993 ("Purchase Agreement), are serviced by Ford Credit, and evidence the indirect financing made available by Ford Credit to the Obligors. The property of the Trust also includes (i) such amounts as from time to time may be held in separate trust accounts established and maintained pursuant to the Agreement, and the proceeds of such accounts, (ii) security interests in the Financed Vehicles and any accessions thereto, (iii) any Dealer Recourse, (iv) the right to proceeds of credit life, credit disability, and physical damage insurance policies covering the Financed Vehicles, (v) the rights of FCARC under the Purchase Agreement and (vi) certain rebates of premiums and other amounts relating to certain insurance policies and other items financed under the Receivables in effect as of the July 1, 1993 (the "Cutoff Date").
Additionally, pursuant to agreements between Ford Credit and the Dealers, the Dealers are obligated to repurchase from Ford Credit Receivables which do not meet certain representations made by the Dealers, as well as those covered by recourse plans ("Dealer Recourse").
The Receivables were purchased by Ford Credit in the ordinary course of business in accordance with Ford Credit's underwriting standards, which emphasize the Obligor's ability to pay and creditworthiness, as well as the asset value of the Financed Vehicle.
The Receivables were selected from Ford Credit's portfolio by several criteria, including the following: each Receivable (i) was originated in the United States, (ii) has a contractual Annual Percentage Rate ("APR") that equals or exceeds 6.8%, (iii) provides for level monthly payments which provide interest at the APR and fully amortize the amount financed over an original term no greater than 60 months, (iv) was not more than 30 days past due as of the Cutoff Date and has never been extended, (v) is attributable to the purchase of a new or automobile or light truck, and (vi) was originated on or after July 1, 1992.
The Receivables were selected at random from Ford Credit's retail installment sale contracts meeting the criteria described above, and no selection procedures believed to be adverse to the Certificateholders were utilized in selecting the Receivables from qualifying retail installment sale contracts.
In addition to required repurchases by the Dealers in cases of misrepresentations as stated above, on July 1, 1992, 1.8% of the Receivables provided recourse to the Dealer which originated the Receivables. Dealers are generally obligated under these recourse plans for payment of the unpaid principal balance of a defaulted contract, unless Ford Credit fails to repossess the vehicle and deliver it to the Dealer within 90 days after default. The Dealer's obligation generally terminates after the first 24 monthly payments are made under the related contract.
All the Receivables are prepayable at any time. If prepayments are received on the Receivables, the actual weighted average life of the Receivables will be shorter than that scheduled weighted average life, which is based on the assumptions that payments will be made as scheduled, and that no prepayments will be made. (For this purpose the term "prepayments" includes liquidations due to default, as well as receipt of proceeds from credit life, credit disability, and casualty insurance policies.) Weighted average life means the average amount of time during which each dollar of principal on a receivable is outstanding.
The rate of prepayments on the Receivables may be influenced by a variety of economic, social and other factors, including the fact that an Obligor may not sell or transfer a Financed Vehicle without the consent of Ford Credit. Ford Credit believes that the actual rate of prepayments will result in a substantially shorter weighted average life than the scheduled weighted average life of 27.25 months. Based on the historical performance of Ford Credit's portfolio of U. S. retail installment sale contracts for new and used automobiles and light trucks (including previously sold contracts which Ford Credit continues to service), the average effective term of such contracts in approximately two-thirds of their scheduled contractual term.
As of December 31, 1993, the pool consisted of 90,881 Receivables, of which 1,507, representing payments of $645,726.08, were delinquent 30 - 59 days; 99, representing payments of $75,028.60, were delinquent 60 - 89 days; 10, representing payments of $12,467.87, were delinquent 90 - 119 days; and 6, representing payments of $9,085.97 were delinquent over 120 days.
Additional information concerning the pool balance, payment of principal and interest, prepayments, the servicing fee, the weighted average maturity and seasoning, the pool factor, the remaining limited guaranty amount and other information relating to the pool of Receivables may be obtained in the monthly reports provided to Chemical Bank by Ford Credit as Servicer (Exhibits 19-B through 19-G).
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report. ITEM II.
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
There were 57 Class A Certificateholders as of March 3, 1994. There is no established public trading market for the Certificates.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Nothing to report.
PART III
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(3) Amount and nature of (2) Name and Address beneficial (1) Title of of beneficial ownership (4) Percent of Class owner* (in thousands) of Class - ---------------------------------------------------------------------- 4.30% Asset Bankers Trust Company $142,050 12.9% Backed 16 Wall Street Certificates, New York, NY 10015 Class A
4.30% Asset The Chase Manhattan $129,250 11.8% Backed Bank, N. A. Certificates, 1 Chase Manhattan Plaza Class A New York, NY 10081
4.30% Asset Citibank N. A. $ 59,500 5.4% Backed 111 Wall Street Certificates, New York, NY 10043 Class A
4.30% Asset Bank of New York $ 67,170 6.1% Backed 925 Patterson Plank Rd. Certificates, Secaucus, NJ 07094 Class A
4.30% Asset Chemical Bank $269,800 24.6% Backed 270 Park Avenue Certificates, 31st Floor Class A New York, NY 10017
4.30% Asset Shawmut Bank $ 73,016 6.6% Backed Connecticut, N. A./ Certificates, Investment Dealer Class A 777 Main Street, MSN 371 New York, NY 06115
4.30% Asset U. S. Trust Co. of $ 60,500 5.5% Backed New York Certificates, 770 Broadway Class A New York, NY 10003
*As of March 3, 1994
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)3. Exhibits
Designation Description Method of Filing - ----------- ----------- ----------------
Exhibit 3-A Restated Certificate of Filed as Exhibit 3.1to Incorporation of Ford Ford Credit Auto Credit Auto Receivables Receivables Corporation's Corporation. Registration Statement on Form S-1 (33-39027) and incorporated herein by reference.
Exhibit 3-B By-Laws of Ford Credit Filed as Exhibit 3.2 to Auto Receivables Corpora- Ford Credit Auto Receiv- tion. ables Corporation's Registration Statement on Form S-1 (No. 33-39027) and incorporated herein by reference.
Exhibit 4-A Form of Pooling and Filed as Exhibit 4 to Servicing Agreement dated Ford Credit 1993-B as of July 1, 1993 Grantor Trust's Current between Ford Credit Auto Report on Form 8-K dated Receivables Corporation, August 10, 1993 and as seller, Ford Credit as incorporated herein by Servicer and Chemical Bank reference. as Trustee.
Exhibit 4-B Prospectus dated July Filed as Exhibit 99 to 15, 1993, relating to sale Ford Credit 1993-B of Ford Credit 1993-B Grantor Trust's Current Grantor Trust 4.30% Asset Report on Form 8-K dated Backed Certificates. August 10, 1993 and incorporated herein by reference.
Exhibit 19-A Selected Information Filed with this report. Relating to the Receivables.
Exhibit 19-B Report for the month ended Filed as Exhibit 19 to July 31, 1993 provided Ford Credit 1993-B to Chemical Bank, as Grantor Trust's Current Trustee under Ford Credit Report on Form 8-K dated 1993-B Grantor Trust. August 16, 1993 and incorporated herein by reference.
Exhibit 19-C Report for the month ended Filed as Exhibit 19 to August 31, 1993 provided Ford Credit 1993-B to Chemical Bank, as Grantor Trust's Current Trustee under Ford Credit Report on Form 8-K dated 1993-B Grantor Trust. September 20, 1993 and incorporated herein by reference.
Exhibit 19-D Report for the month ended Filed as Exhibit 19 to September 30, 1993 provided Ford Credit 1993-B to Chemical Bank, as Grantor Trust's Current Trustee under Ford Credit Report on Form 8-K dated 1993-B Grantor Trust. October 20, 1993 and incorporated herein by reference.
Exhibit 19-E Report for the month ended Filed as Exhibit 19 to October 31, 1993 provided Ford Credit 1993-B to Chemical Bank, as Grantor Trust's Current Trustee under Ford Credit Report on Form 8-K dated 1993-B Grantor Trust. November 15, 1993 and incorporated herein by reference.
Exhibit 19-F Report for the month ended Filed as Exhibit 19 to November 30, 1993 provided Ford Credit 1993-B to Chemical Bank, as Grantor Trust's Current Trustee under Ford Credit Report on Form 8-K dated 1993-B Grantor Trust. December 15, 1993 and incorporated herein by reference.
Exhibit 19-G Report for the month ended Filed as Exhibit 19 to December 31, 1993 provided Ford Credit 1993-B to Chemical Bank, as Grantor Trust's Current Trustee under Ford Credit Report on Form 8-K dated 1993-B Grantor Trust. January 12, 1994 and incorporated herein by reference.
(b) REPORTS ON FORM 8-K
The Ford Credit 1993-B Grantor Trust filed a Current Report on Form 8-K dated August 10, 1993 regarding the pool of Receivables in the Trust and the servicing thereof as described in the Pooling and Servicing Agreement dated as of July 1, 1993 among Ford Credit Auto Receivables Corporation, as Seller, Ford Motor Credit Company, as Servicer and Chemical Bank, as Trustee filed as Exhibit 4, and the Prospectus dated July 15, 1993 relating to the issuance of $1,097,416,687.49 aggregate principal amount of Ford Credit 1993-B Grantor Trust 4.30% Asset Backed Certificates, Class A filed as Exhibit 99.
Also, see Exhibits 19-B through 19-G.
SIGNATURES
Pursuant to the requirements of Section 13 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.
FORD CREDIT 1993-B GRANTOR TRUST -------------------------------- (Registrant)
March 18, 1994 By: /s/Richard P. Conrad ----------------------------- Richard P. Conrad (Assistant Secretary of Ford Credit Auto Receivables Corporation originator of Trust)
EXHIBIT INDEX
Exhibit Number Description of Exhibit Page - ------- ---------------------- ----
Exhibit 3-A Restated Certificate of * Incorporation of Ford Credit Auto Receivables Corporation.
Exhibit 3-B By-Laws of Ford Credit * Auto Receivables Corpora- tion.
Exhibit 4-A Form of Pooling and * Servicing Agreement dated as of July 1, 1993 between Ford Credit Auto Receivables Corporation, as seller, Ford Credit as Servicer and Chemical Bank as Trustee.
Exhibit 4-B Prospectus dated July * 15, 1993, relating to sale of Ford Credit 1993-B Grantor Trust 4.30% Asset Backed Certificates.
Exhibit 19-A Selected Information Filed with this Report. Relating to the Receivables.
Exhibit 19-B Report for the month ended * July 31, 1993 provided to Chemical Bank, as Trustee under Ford Credit 1993-B Grantor Trust.
Exhibit 19-C Report for the month ended * August 31, 1993 provided to Chemical Bank, as Trustee under Ford Credit 1993-B Grantor Trust.
Exhibit 19-D Report for the month ended * September 30, 1993 provided to Chemical Bank, as Trustee under Ford Credit 1993-B Grantor Trust.
Exhibit 19-E Report for the month ended * October 31, 1993 provided to Chemical Bank, as Trustee under Ford Credit 1993-B Grantor Trust.
Exhibit 19-F Report for the month ended * November 30, 1993 provided to Chemical Bank, as Trustee under Ford Credit 1993-B Grantor Trust.
Exhibit 19-G Report for the month ended * December 31, 1993 provided to Chemical Bank, as Trustee under Ford Credit 1993-B Grantor Trust.
- ------------------ * Previously filed


ITEM 1 - BUSINESS West One Bancorp, (the Registrant) is an Idaho corporation formed in 1981 as a bank holding company subject to regulation under the Bank Holding Company Act of 1956, as amended, and is registered with the Board of Governors of the Federal Reserve System (Federal Reserve Board).
The Registrant's principal subsidiary is West One Bank, Idaho in Boise, Idaho. Other subsidiaries include West One Bank, Washington in Seattle, Washington; West One Bank, Utah in Salt Lake City, Utah; West One Bank, Oregon in Portland, Oregon; West One Bank, Oregon, S.B. in Hillsboro, Oregon; Idaho First Bank in Boise, Idaho; West One Financial Services, Inc. in Boise, Idaho; West One Trust Company in Salt Lake City, Utah; West One Trust Company, Washington in Bellevue, Washington; and West One Life Insurance Company in Boise, Idaho.
The Registrant, through its subsidiaries, provides a wide variety of financial services to corporate and institutional customers, governments, individuals, and other financial institutions. Such services include domestic commercial banking, investment and funds management, personal banking, trust operations, corporate services, mortgage banking and credit life insurance. As of December 31, 1993, the Registrant and its subsidiaries employed approximately 4,477 full-time equivalent employees.
WEST ONE BANK, IDAHO West One Bank, Idaho (West One, Idaho) was founded in 1867 in Boise, Idaho, and was the second national bank to be established west of the Rocky Mountains. When branch banking was authorized in 1933, West One, Idaho acquired three affiliated banks, thus beginning the development of its present statewide banking organization in Idaho.
West One, Idaho is an Idaho-chartered bank supervised and regulated at the state level by the Director of the Idaho Department of Finance and at the federal level by the Federal Reserve Board. West One, Idaho is insured by the Bank Insurance Fund (BIF) and is therefore also subject to regulations issued by the FDIC. (See "Supervision and Regulation - Other Regulations.")
On January 21, 1994, West One, Idaho acquired Idaho State Bank with assets of $48 million in exchange for 133,332 shares of the Registrant's common stock. The transaction is a pooling of interests in 1994. Idaho State Bank's financial position and results of operations are not material to West One's financial position and results of operations.
Idaho is the primary market area of West One, Idaho. West One, Idaho offers a full range of commercial and personal banking and trust services. Its corporate banking department provides a broad range of customized credit products and services to middle market and large corporate borrowers. The principal industries in Idaho include agriculture, forest products, services, tourism, mining and manufacturing.
The banking business in Idaho is highly competitive. West One, Idaho competes for deposits, loans, and trust accounts with other banks and financial institutions. At December 31, 1993, West One had $3.9 billion in assets and 79 branches. Based on assets of $3.8 billion at September 30, 1993, West One, Idaho is the largest bank in Idaho. In 1993, approximately 20 banks with approximately 306 branches were actively engaged in banking in Idaho.
WEST ONE BANK, WASHINGTON West One Bank, Washington, (West One, Washington), a full-service commercial bank, has 53 branches principally in the Puget Sound region, Yakima, Spokane and the Tri-Cities, with assets of $1.9 billion at December 31, 1993. West One, Washington is regulated by the State of Washington, and deposits are insured by the FDIC.
On December 31, 1993, West One, Washington and West One Bank, Eastern Washington (formerly Yakima Valley Bank and Ben Franklin National Bank) merged under the name West One, Washington. West One, Washington now includes the operations of the former Community Bank of Renton, First Security Bank of Tacoma, Bank of Tacoma, First Western Bank, West One Bank, Spokane, Yakima Valley Bank and Ben Franklin National Bank.
At September 30, 1993, West One, Washington and West One Bank, Eastern Washington had combined assets of $1.9 billion making it the sixth largest bank in Washington. In 1993, approximately 103 banks with approximately 1,052 branches were actively engaged in banking in Washington.
In May 1993, Ben Franklin National Bank with assets of $37 million was acquired in exchange for 206,254 shares of the Registrant's common stock. The transaction was accounted for as a pooling of interests. Ben Franklin National Bank's financial position and results of operations were not material to the Registrant's financial position and results of operations, and prior year financial statements have not been restated.
WEST ONE BANCORP, WASHINGTON West One Bancorp, Washington, a bank holding company purchased in 1988, was merged into the Registrant on April 30, 1993.
WEST ONE BANK, UTAH West One Bank, Utah, (West One, Utah), chartered in 1909 and acquired in November 1985, is a state-chartered, full-service commercial bank based in Salt Lake City, Utah. As of December 31, 1993, West One, Utah had 23 branches and $703 million in total assets. West One, Utah is regulated by the Federal Reserve Board, and deposits are insured by the FDIC.
At September 30, 1993, West One, Utah had $689 million in total assets making it the sixth largest bank in Utah. In 1993, approximately 50 banks with approximately 424 offices were actively engaged in banking in Utah.
WEST ONE BANK, OREGON West One Bank, Oregon, (West One, Oregon), acquired in 1983, operates as a state-chartered, full-service commercial bank with operations concentrated in the western Oregon market area. As of December 31, 1993, West One, Oregon had 21 branches and $602 million in total assets. West One, Oregon is regulated by the State of Oregon, and deposits are insured by the FDIC.
WEST ONE BANK, OREGON, S.B. West One Bank, Oregon, S.B., acquired in 1991, is a state-chartered, full-service savings bank based in Hillsboro, Oregon. As of December 31, 1993, West One Bank, Oregon, S.B. had 14 branches and $428 million in total assets. West One Bank, Oregon, S.B. is regulated by the State of Oregon, and deposits are insured by the FDIC.
West One, Oregon and West One Bank, Oregon, S.B. combined had total assets of $1.0 billion as of September 30, 1993, making it the fifth largest bank in Oregon.
IDAHO FIRST BANK Idaho First Bank was formed by the Registrant in 1989. Idaho First Bank is an Idaho-chartered bank supervised and regulated at the state level by the Director of the Idaho Department of Finance and at the federal level by the Federal Reserve Board. Idaho First Bank, which is insured by the BIF, offers electronic banking services to the Registrant's cardholders through the affiliates' automated teller machine (ATM) network (AWARD); Cirrus/Mastercard, STAR System, and Exchange NW (Oregon and Washington) ATM; and ACCEL and Explore on-line debit point-of-sale networks; VISA and Mastercard credit cards; merchant bankcard and VISA Check Card Services. As of December 31, 1993, Idaho First Bank had $216 million in total assets.
As of December 31, 1993, the ATM network totaled 189 branch and retail ATMs, including 74 in Idaho, 58 in Washington, 29 in Oregon, and 5 in Nevada.
WEST ONE FINANCIAL SERVICES, INC. West One Financial Services, Inc. services residential and commercial mortgage portfolios for long-term investors. Total loans serviced, including loans serviced for the Registrant's affiliates, were $2.2 billion as of December 31, 1993.
WEST ONE TRUST COMPANY West One Trust Company, acquired by the Registrant in 1982, operates offices in Salt Lake City, Utah and Portland, Oregon. West One Trust Company provides fiduciary, investment management and related services for corporate, institutional and individual clients.
WEST ONE TRUST COMPANY, WASHINGTON West One Trust Company, Washington, formed by the Registrant in 1991, is a state-chartered trust company based in Bellevue, Washington. West One Trust Company, Washington provides fiduciary, investment management and related services for corporate, institutional and individual clients.
WEST ONE LIFE INSURANCE COMPANY West One Life Insurance Company underwrites credit life and credit disability policies for borrowers of West One Bancorp affiliates.
WEST ONE BANCORP, THE PARENT COMPANY The Parent Company provides a variety of services to affiliates. Through its Data Processing Center in Boise, the Registrant processes demand deposit accounts, savings accounts, installment credit loans, commercial loans and real estate loans for a majority of its subsidiaries. Most branches have on-line teller terminals which provide direct access to the centralized computer system and permit faster processing of customer transactions.
SUPERVISION AND REGULATION The Registrant's banking subsidiaries are affected by the policies of regulatory authorities, including the monetary policy of the Federal Reserve Board. In order to mitigate recessionary and inflationary pressures, the Federal Reserve Board uses a variety of money supply management techniques, including engaging in open market operations in United States Government securities, changing the discount rate on member bank borrowings, and changing reserve requirements against member bank deposits. The impact of current economic conditions on the policies of the Federal Reserve Board and other
regulatory authorities and their effect on the future business and earnins of the Registrant cannnot be predicted with assurance.
The Registrant is subject to regulation under the Bank Holding Company Act of 1956, as amended. Under that Act, the Registrant is required to obtain the approval of the Federal Reserve Board before it may acquire all or substantially all of the assets of any bank or ownership or control of any voting securities of any bank not already majority owned if, after giving effect to the acquisition, the Registrant would own or control more than five percent of the voting shares of such bank.
The Bank Holding Company Act of 1956 generally does not permit the Federal Reserve Board to approve an acquisition by a bank holding company of voting shares or assets of a bank located outside the state in which the operations of its banking subsidiaries are principally conducted unless the acquisition is specifically authorized by the statutes of the states in which the banks are located. Each of the states in the Registrant's marketing area have adopted legislation that permits bank acquisition by out-of-state bank holding companies, with certain restrictions.
The Bank Holding Company Act of 1956 also prohibits, with certain exceptions, the Registrant from engaging in or acquiring direct or indirect control of more than five percent of the voting shares of any company engaged in nonbanking activities. One of the principal exceptions to this prohibition applies to activities found by the Federal Reserve Board to be so closely related to banking as to be a proper incident thereto. Some of the activities which the Federal Reserve Board has determined by regulation to be closely related to banking are: mortgage banking, certain data processing operations, personal property leasing on a full payout basis and operation of a consumer finance business. The Registrant is not subject to territorial restrictions on the operations of nonbank subsidiaries.
The Registrant and its subsidiaries are prohibited from engaging in certain "tie-in" arrangements in connection with extensions of credit or provision of any property or service. Also, the Registrant's banking subsidiaries are subject to restrictions on loans to the Registrant or its subsidiaries, investments in stock or other securities of the Registrant or its subsidiaries, or advances to any borrower collateralized by such stock or other securities.
In December 1991, Congress enacted the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), which substantially revises the bank regulatory and funding provisions of the Federal Deposit Insurance Act and makes revisions to several other federal banking statutes.
In addition to establishing minimum capital requirements, FDICIA directs that each federal banking agency prescribe standards for depository institutions and depository institution holding companies relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, a maximum ratio of classified assets to capital and such other standards as the agency deems appropriate.
FDICIA also contains a variety of other provisions that may affect the operations of the Registrant including new reporting requirements, revised regulatory standards for real estate lending, "truth in savings" provisions, and the requirement that a depository institution give 90 days' notice to customers and regulatory authorities before closing any branch.
III. LOAN PORTFOLIO
Loans outstanding at December 31, 1993, (other than consumer and mortgage loans, and leases which are ordinarily on a term basis with installment repayment requirements) segregated by maturity ranges follow:
A loan or lease is placed on nonaccrual status when timely collection of interest becomes doubtful. Interest payments received on nonaccrual loans and leases are applied to principal if collection of principal is doubtful or reflected as interest income on a cash basis. Loans and leases are removed from nonaccrual status when they are current and collectibility of principal and interest is no longer doubtful.
Income foregone on nonaccrual and restructured loans, net of tax, was $1,086,000, $1,650,000 and $3,662,000 for the years ended December 31, 1993, 1992 and 1991, respectively.
United States dollar denominated, interest bearing short-term investments located in foreign banks including United States branches of foreign banks, exceeding .75% of total assets follows:
IV. SUMMARY OF LOAN LOSS EXPERIENCE
V. DEPOSITS
Time certificates of deposits $100,000 and over as of December 31, 1993, segregated by maturity ranges follow:
ITEM 2

ITEM 2 - PROPERTIES The Registrant's main office, owned by West One, Idaho, is located in a 19-story building in downtown Boise, Idaho. The building, completed in 1978, contains approximately 285,000 square feet of which approximately 172,000 square feet are utilized by the Registrant and the remainder is leased or available for lease to others. In addition, the Registrant owns 73 of 77 branch buildings in Idaho, 16 of 22 branch buildings in Utah, 16 of 33 branch buildings in Oregon, 35 of 51 branch buildings in Washington, and 8 of 28 support service buildings. Remaining facilities are leased from others for terms expiring between 1994 and 2017.
ITEM 3

ITEM 3 - LEGAL PROCEEDINGS Various legal proceedings arising in the normal course of business are pending against subsidiaries of the Registrant. In the opinion of management, the resulting liability, if any, from these proceedings will not have a material impact on the Registrant's financial position or results of operations.
ITEM 4

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders of the Registrant during the quarter ended December 31, 1993.
EXECUTIVE OFFICERS OF THE REGISTRANT The names, positions, ages and background of the executive officers of the Registrant, as of January 1, 1994, are set forth below:
Mr. Nelson joined the Registrant in 1984. He was named an Executive Vice President of the Registrant in 1984 and elected President and Chief Operating Officer of the Registrant in 1985. In August, 1986, he was elected Chairman and Chief Executive Officer of West One, Idaho. In January, 1987, Mr. Nelson was elected Chairman of the Board and Chief Executive Officer of the Registrant. Mr. Nelson serves as a Chairman of the Board of West One, Idaho and a Director of the Registrant; West One, Idaho; and West One, Washington; and also as an officer of the Registrant and West One, Idaho.
Mr. Jones joined the Registrant in 1987. He was elected President of the Registrant in 1987. Mr. Jones serves as Chairman of the Board of West One, Washington and a Director of the Registrant; West One, Utah; West One, Oregon; and West One, Washington.
Mr. Lane joined West One, Idaho in 1983 as Vice President and Senior Credit Officer. In 1985, he was elected President of West One Financial Services. Later that same year, he was elected President and Chief Operating Officer of West One, Idaho and also became a Director of West One, Idaho. In 1987, he was named President and Chief Executive Officer of West One, Idaho. Mr. Lane was elected Executive Vice President of the Registrant in January 1991.
Mr. Hayes joined West One, Idaho in 1981 as Vice President of Money Desk operations. In 1985, he was elected Vice President of the Registrant, and in 1986 he was elected a Senior Vice President of the Registrant. In 1987, he was named Executive Vice President and Chief Financial Officer of the Registrant.
Mr. Dobson joined the Registrant in 1990 as Executive Vice President of the Capital Management Group. From 1987 through 1990, Mr. Dobson was with U.S. Bancorp as Senior Vice President of Corporate Development and then Executive Vice President of the Investment Services Group.
Mr. Board joined West One, Idaho in 1971 as Legal Counsel. In 1981, he was elected Vice President, Secretary and General Counsel of the Registrant. He was elected Senior Vice President of the Registrant in 1990.
Mr. Peterson joined the Registrant in 1982. In January, 1987, he was elected Vice President of the Registrant. In 1990, he was elected Vice President and Controller. He was elected Senior Vice President and Controller in January 1993, and serves as principal accounting officer of the Registrant.
The executive officers of the Registrant also serve as officers and/or Directors of several other affiliated companies.
PART II
ITEM 5

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Items relating to market price for the Registrant's common equity and related stockholder matters included in the 1993 Annual Report to Shareholders at the pages indicated, are herein incorporated by reference.
Page of 1993 Annual Report to Shareholders
Shareholders' Equity and Capital Adequacy 15
Quarterly Common Stock Statistics 16
Shareholders' Equity, Note 9 43
Regulatory Requirements and Restrictions, Note 14 50
ITEM 6

ITEM 6 - SELECTED FINANCIAL DATA Selected Financial Data of the Registrant on page 12 of the 1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations set forth on pages 13-26 of the 1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements and Report of Independent Public Accountants listed in the Index to Financial Statements and Schedules on page 15 of this Annual Report on Form 10-K and included in the 1993 Annual Report to Shareholders are incorporated herein by reference. Quarterly Financial Data on page 27 of the 1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 9

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in accountants within the last 24 months, nor were there reportable disagreements with the Registrant's independent public accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
PART III
ITEM 10

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information on pages 2-4 in the March 8, 1994 Proxy Statement is incorporated herein by reference. Reference is made to "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K for additional information regarding the executive and management officers of the Registrant. There are no family relationships among the directors or the executive and management officers.
ITEM 11

ITEM 11 - EXECUTIVE COMPENSATION The information on pages 6-10 in the March 8, 1994 Proxy Statement is incorporated herein by reference.
ITEM 12

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information regarding security ownership of certain beneficial owners and management included in the March 8, 1994 Proxy Statement on pages 4-5 is incorporated herein by reference.
ITEM 13

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information in the sixth paragraph on page 5 in the March 8, 1994, Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements: The consolidated financial statements incorporated by reference in this Annual Report on Form 10-K are listed in the Index to Financial Statements and Schedules on page 18 herein.
(2) Financial Statement Schedules: See the Index to Financial Statements and Schedules on page 18.
(3) The exhibits filed herewith are listed in the Exhibit Index on pages 19 and 20 herein.
(b) There were no current reports on Form 8-K filed by the Registrant during the last quarter of the year ended December 31, 1993.
(c) Each management contract compensation plan and arrangement required to be filed is an exhibit to this report as listed in item 10, Executive Compensation Plans and Arrangements and Other Management Contracts, in the Exhibit Index on page 19 herein.
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.
Date: 3/24/94 WEST ONE BANCORP Registrant
By /s/ Scott M. Hayes Scott M. Hayes Executive Vice President and Chief Financial Officer
By /s/ Jim A. Peterson Jim A. Peterson Senior Vice President and Controller
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 on the dates indicated.
Manually signed Power of Attorney authorizing Dwight V. Board to sign the Annual Report on Form 10-K for the fiscal year ended December 31, 1993, as Attorney-in-fact for certain directors and officers of the Registrant is included herein as Exhibit 24.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENTS The following consolidated financial statements and Report of Independent Public Accountants included in the 1993 Annual Report to Shareholders at the pages indicated, are incorporated herein by reference.
Financial Statement Schedules
All schedules have been omitted because the information is either not required, not applicable, not present in amounts sufficient to require submission of the schedule, or is included in the financial statements or notes thereto.
EXHIBIT INDEX
Exhibit Number Description
3-A Amended Articles of Incorporation of the Registrant
3-B Bylaw Amendment and Amended Bylaws of the Registrant Incorporated by reference to Exhibit 3-B to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.
4 Shareholder Rights Plan. Incorporated by reference to Exhibit 4-B to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1989 as amended by Form 8-A dated October 15, 1992.
Registrant agrees to furnish copies of instruments relating to its long-term notes payable, the total amount of which does not exceed 10% of the total Consolidated Assets of the Registrant and its subsidiaries, to the Commission upon request.
10 Executive Compensation Plans and Arrangements and Other Management Contracts:
10-A Executive Compensation Program
10-B The Executive Incentive Program of the Registrant, as amended. Incorporated by reference to Exhibit 10-B to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.
10-C Registrant's Executive Deferred Compensation Plan, as amended. Incorporated by reference to Exhibit 10-C to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.
10-D Form of Employment Agreements between Registrant and certain key employees. Incorporated by reference to Exhibit 10-E to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987.
10-E Form of Indemnification Agreement dated June 16, 1988, entered into by the Registrant with each of its Directors. Incorporated by reference to Exhibit 19 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1988.
10-F The 1991 Performance and Equity Incentive Plan of the Registrant. Incorporated by reference to Exhibit 10-F to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.
10-G Deferred Compensation Plan for Outside Directors of the Registrant. Incorporated by reference to Exhibit 10-G to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.
EXHIBIT INDEX (continued)
Exhibit Number Description
11 Statement regarding computation of per share earnings.
13 Portions of the Registrant's 1993 Annual Report to Shareholders.
21 List of subsidiaries of the Registrant.
23 Consent of independent public accountants.
24 Power of Attorney of Certain Officers and Directors of Registrant.