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Firstplus Financial Group Inc · S-4 · On 4/24/97

Filed On 4/24/97 · SEC File 333-25715 · Accession Number 912057-97-13924

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 4/24/97  Firstplus Financial Group Inc     S-4                    7:221                                    912057

Registration of Securities Issued in a Business-Combination Transaction · Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               180    933K 
                          Business-Combination Transaction                       
 2: EX-4.1      Instrument Defining the Rights of Security Holders    21     77K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders    16     43K 
 4: EX-23.2     Consent of Experts or Counsel                          1      6K 
 5: EX-23.3     Consent of Experts or Counsel                          1      6K 
 6: EX-23.4     Consent of Experts or Counsel                          1      8K 
 7: EX-99.1     Miscellaneous Exhibit                                  1     11K

S-4 · Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Ability of FPFG to Continue Growth Strategy; Possible Adverse Consequences From Recent Growth Accounting Treatment Acquiror Acquisition Agreement Agreement and Plan of Merger Amendment of Merger Agreement Amendments to Articles of Incorporation and Bylaws Asset/Liability Management Background of and Reasons for the Merger Business of Wib Carpenter & Company Certain Antitakeover Provisions Certain Federal Income Tax Consequences Certain Relationships and Related Party Transactions Company, The Comparison of Shareholder Rights Competition Concentration of Correspondent Lenders Concentration of Operations in California Concentration of Voting Control in Management Conditions to the Merger Conditions to the Merger; Termination of the Merger Agreement Consequences Under Federal Securities Laws Consolidation of Operations of Acquisitions Conversion of Shares; Conversion Conversion of Shares; Conversion Ratio Credit Risk Associated with Borrowers Credit Risk Associated with High LTV Loans Delinquencies; Right to Terminate Servicing; Negative Impact on Cash Flow Dependence on Key Personnel Dependence on Title I Program Director Compensation Directors Agreements Directors and Executive Officers Dissenters' Rights Dissenting Shareholders' Rights Effective Time Effect of Certain Antitakeover Provisions Effect of Recent Accounting Standards Events of Default Under Certain Financing Facilities Excess Servicing Receivable Risks Exchange of Stock Certificates Executive Compensation Executive Officers of WIB Exhibits and Financial Statement Schedules Expenses Experts Extension; Waiver Fees, Expenses and Other Payments Fees; Expenses; Termination Fee Financial Condition Fpfg FPFG Common Stock Fractional Shares General Governmental and Regulatory Approvals Impact of Inflation and Changing Prices Impact of Recent Accounting Pronouncements Impact of Regulation and Litigation Indemnification of Directors and Officer Independent Auditors' Report Index to Financial Statements Interests of Certain Persons in the Merger Investment Activities Legal and Tax Matters Lending Activities Limited Operating History Liquidity and Capital Resources Listing Management After the Merger Management of Wib Management's Discussion and Analysis of Financial Condition and Results of Operations of WIB Market Areas Market Price Data Meetings and Committees of the WIB Board Meeting; Vote Required, The Merger Agreement, The Merger, The Non-Performing Assets and Classified Assets Operations After the Merger Opinion of WIB's Financial Advisor Originations, Purchases, Sales and Servicing of Loans Other Matters Parties, The Price Ranges of Stock and Dividend Policy Purpose of the Meeting Recommendation of the Board of Directors of WIB Recommendation of the WIB Board Regulatory Matters Resale of FPFG Common Stock Results of Operations Risk Factors Securities Trading; Possible Volatility of Prices Security Ownership of Certain Beneficial Owners and Management of Wib Selected Consolidated Financial Data Selected Financial Data of WIB Selected Historical and Pro Forma Per Share Data Sensitivity to Interest Rates Shareholder Meetings Solicitation and Revocation of Proxies; Quorum Sources of Funds Stock Option Plans Stock Options Summary Supervision and Regulation Termination The Company The Meeting; Vote Required The Merger The Merger Agreement The Parties The WIB Meeting Undertakings Voting Rights Voting Rights of WIB Shareholders Wia Wib WIB Common Shares WIB Meeting, The
1	1st Page
9	Summary
"	The WIB Meeting
10	Price Ranges of Stock and Dividend Policy
"	Business of Wib
"	Management of Wib
"	Security Ownership of Certain Beneficial Owners and Management of Wib
"	Other Matters
11	Experts
"	Index to Financial Statements
12	The Parties
"	Fpfg
13	Wib
"	Wia
"	The Meeting; Vote Required
"	Risk Factors
"	The Merger
"	Effective Time
14	Conversion of Shares; Conversion Ratio
"	Stock Options
"	Recommendation of the Board of Directors of WIB
"	Opinion of WIB's Financial Advisor
"	The Merger Agreement
"	Conditions to the Merger; Termination of the Merger Agreement
15	Fees, Expenses and Other Payments
"	Interests of Certain Persons in the Merger
"	Exchange of Stock Certificates
16	Fractional Shares
"	Operations After the Merger
"	Regulatory Matters
"	Certain Federal Income Tax Consequences
"	Accounting Treatment
"	Dissenters' Rights
"	Market Price Data
17	Selected Historical and Pro Forma Per Share Data
"	FPFG Common Stock
"	WIB Common Shares
18	Selected Consolidated Financial Data
23	Liquidity and Capital Resources
24	Sensitivity to Interest Rates
"	Credit Risk Associated with Borrowers
25	Credit Risk Associated with High LTV Loans
"	Excess Servicing Receivable Risks
26	Impact of Recent Accounting Pronouncements
"	Ability of FPFG to Continue Growth Strategy; Possible Adverse Consequences From Recent Growth
27	Consolidation of Operations of Acquisitions
"	Concentration of Operations in California
28	Competition
"	Concentration of Correspondent Lenders
"	Limited Operating History
"	Delinquencies; Right to Terminate Servicing; Negative Impact on Cash Flow
29	Dependence on Title I Program
"	Impact of Regulation and Litigation
"	Concentration of Voting Control in Management
30	Dependence on Key Personnel
"	Events of Default Under Certain Financing Facilities
"	Effect of Certain Antitakeover Provisions
"	Securities Trading; Possible Volatility of Prices
31	General
"	Purpose of the Meeting
"	Voting Rights of WIB Shareholders
32	Solicitation and Revocation of Proxies; Quorum
33	Conversion of Shares; Conversion
34	Background of and Reasons for the Merger
35	Recommendation of the WIB Board
41	Conditions to the Merger
"	Amendment of Merger Agreement
"	Extension; Waiver
"	Termination
42	Fees; Expenses; Termination Fee
43	Listing
"	Stock Option Plans
45	Directors Agreements
46	Management After the Merger
"	Governmental and Regulatory Approvals
48	Consequences Under Federal Securities Laws
"	Resale of FPFG Common Stock
"	Dissenting Shareholders' Rights
52	Selected Financial Data of WIB
58	Management's Discussion and Analysis of Financial Condition and Results of Operations of WIB
"	Financial Condition
59	Results of Operations
61	Expenses
65	Asset/Liability Management
68	Impact of Inflation and Changing Prices
"	Effect of Recent Accounting Standards
70	Market Areas
"	Lending Activities
73	Originations, Purchases, Sales and Servicing of Loans
74	Non-Performing Assets and Classified Assets
78	Investment Activities
80	Sources of Funds
82	Supervision and Regulation
83	Directors and Executive Officers
"	Director Compensation
84	Meetings and Committees of the WIB Board
"	Executive Officers of WIB
"	Executive Compensation
85	Certain Relationships and Related Party Transactions
87	Comparison of Shareholder Rights
"	Shareholder Meetings
88	Voting Rights
"	Amendments to Articles of Incorporation and Bylaws
"	Certain Antitakeover Provisions
89	Legal and Tax Matters
91	Independent Auditors' Report
121	Agreement and Plan of Merger
126	Agreement
167	Acquiror
"	Acquisition
"	The Company
170	Carpenter & Company
178	Item 20. Indemnification of Directors and Officer
"	Item 21. Exhibits and Financial Statement Schedules
179	Item 22. Undertakings

S-4 1st Page of 180 TOC Top Previous Next Bottom Just 1st
Sponsored Ads...

As filed with the Securities and Exchange Commission on April 24, 1997
Registration No. 333-______

--------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------------
FIRSTPLUS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

· Enlarge/Download Table

NEVADA 6141 75-2561085
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification No.)

1600 VICEROY, 8TH FLOOR
DALLAS, TEXAS 75235
(214) 599-6000

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

RONALD M BENDALIN
GENERAL COUNSEL
1600 VICEROY, 8TH FLOOR
DALLAS, TEXAS 75235
(214) 599-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:
RONALD J. FRAPPIER KEITH T. HOLMES
JENKENS & GILCHRIST, KING, PURTICH, HOLMES,
A PROFESSIONAL CORPORATION PATERNO & BERLINER
1445 ROSS AVENUE, SUITE 3200 2121 AVENUE OF THE STARS, 22ND FLOOR
DALLAS, TEXAS 75202 LOS ANGELES, CALIFORNIA 90067
(214) 855-4500 (310) 282-8932

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement and the
satisfaction or waiver of all other conditions to the merger of Western
Interstate Acquisition, Inc. ("WIA") with and into Western Interstate Bancorp
("WIB") pursuant to the Agreement and Plan of Merger dated February 19, 1997
among the Registrant, WIA and WIB, described in the enclosed Proxy
Statement/Prospectus.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box [ ].

· Enlarge/Download Table

---------------------

CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per unit (2) offering price registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 1,243,134 shares(1) N/A $11,760,547(2) $3,564
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

(1) Based upon the estimated number of shares that may be issued in the
transaction described herein.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933, as amended
(the "Securities Act"), based upon the book value as of December 31, 1996
of all shares of WIB common stock to be acquired by the Registrant in the
transaction described herein.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.

S-4 2nd Page of 180 TOC 1st Previous Next Bottom Just 2nd

WESTERN INTERSTATE BANCORP
18302 IRVINE BOULEVARD
SUITE 300
TUSTIN, CALIFORNIA 92780

April 30, 1997
TO THE SHAREHOLDERS OF
WESTERN INTERSTATE BANCORP:

You are cordially invited to attend a Special Meeting of Shareholders (the
"WIB Meeting") of Western Interstate Bancorp ("WIB") to be held on May 30, 1997
at 12:00 noon (Tustin, California time) at the offices of Citizens Thrift & Loan
Association, 18302 Irvine Boulevard, Suite 300, Tustin, California 92780.

At the WIB Meeting, you will be asked to consider and vote upon a proposal
to approve and adopt an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 19, 1997, as amended, by and among WIB, FIRSTPLUS
Financial Group, Inc., formerly known as RAC Financial Group, Inc. ("FPFG"),
and Western Interstate Acquisition, Inc. ("WIA"), a direct wholly owned
subsidiary of FPFG, pursuant to which WIA will be merged with and into WIB,
with WIB becoming a direct wholly owned subsidiary of FPFG ("Merger"). A
copy of the Merger Agreement is attached to the accompanying Proxy Statement/
Prospectus as Appendix A.

At the effective time of the Merger (the "Effective Time"), each share of
common stock, no par value, of WIB (the "WIB Common Shares"), other than shares
held by WIB dissenting shareholders, will be converted into the right to receive
such fraction of a share of voting common stock, $.01 par value, of FPFG (the
"FPFG Common Stock") as is equal to (i) the "FPFG Share Number" divided by
(ii)(A) the number of WIB Common Shares outstanding as of the Effective Time
plus (B) the number of WIB Common Shares issuable upon exercise of all
outstanding stock options of WIB as of the Effective Time (the "Conversion
Ratio"). No scrip or fractional shares of FPFG Common Stock will be issued in
the Merger, but rather the total number of shares to be received by each WIB
shareholder will be rounded up to the next whole number of shares.

The term "FPFG Share Number" means the number determined by dividing (i)
$24,862,674 by (ii) the average closing price per share of the FPFG Common Stock
on the Nasdaq National Market for the ten trading days prior to the date that is
two calendar days prior to closing (the "Closing") of the Merger (the "FMV of
the FPFG Common Stock").

As of April 15, 1997, the closing price of the FPFG Common Stock on the
Nasdaq National Market was $26.50 per share, there were 1,211,156 WIB Common
Shares outstanding and there were stock options outstanding exercisable for
197,136 WIB Common Shares. WIB does not anticipate issuing any additional WIB
Common Shares or any additional stock options exercisable for WIB Common Shares
prior to the Effective Time.

Enclosed are a Notice of Special Meeting of Shareholders and a Proxy
Statement/Prospectus which describes the Merger and the background to the
transaction. You are urged to read all of these materials carefully. The Board
of Directors of WIB has fixed the close of business on April 15, 1997 as the
record date for the WIB Meeting. Accordingly, only shareholders of record on
that date will be entitled to notice of, and to vote at, the WIB Meeting or any
adjournments or postponements thereof. The affirmative vote of the holders of a
majority of the WIB Common Shares outstanding and entitled to vote is necessary
to approve and adopt the Merger Agreement.

THE BOARD OF DIRECTORS OF WIB HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT
AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF
THE MERGER AGREEMENT.

BECAUSE OF THE SIGNIFICANCE OF THE PROPOSED MERGER TO WIB, YOUR
PARTICIPATION IN THE WIB MEETING, IN PERSON OR BY PROXY, IS ESPECIALLY
IMPORTANT. AN ABSTENTION OR FAILURE TO VOTE AT THE WIB MEETING OR FAILURE TO
SUBMIT A PROXY WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE MERGER
AGREEMENT. ACCORDINGLY, PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY
IN THE POSTAGE-PAID ENVELOPE THAT HAS BEEN PROVIDED

S-4 3rd Page of 180 TOC 1st Previous Next Bottom Just 3rd

TO YOU FOR YOUR CONVENIENCE. IF YOU ATTEND THE WIB MEETING, YOU MAY VOTE IN
PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.

The Board and I urge you to vote "FOR" the Merger Agreement and each of the
transactions contemplated thereby.

Thank you, and we look forward to seeing you at the meeting.

Sincerely,

James T. Capretz
Chairman of the Board

Tustin, California
April 30, 1997

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WESTERN INTERSTATE BANCORP
18302 IRVINE BOULEVARD
SUITE 300
TUSTIN, CALIFORNIA 92780
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 1997

TO THE SHAREHOLDERS OF
WESTERN INTERSTATE BANCORP:

You are cordially invited to attend a Special Meeting of Shareholders (the "WIB
Meeting") of Western Interstate Bancorp ("WIB") to be held at the offices of
Citizens Thrift & Loan Association, 18302 Irvine Boulevard, Tustin, California
92780, at 12:00 noon (Tustin, California time) on May 30, 1997, for the
following purposes:

1. To consider and vote upon a proposal to approve an Agreement and Plan
of Merger (the "Merger Agreement"), dated as of February 19, 1997, as
amended, by and among WIB, FIRSTPLUS Financial Group, Inc., a Nevada
corporation that was formerly named RAC Financial Group, Inc.
("FPFG"), and Western Interstate Acquisition, Inc., a Nevada
corporation and a direct wholly owned subsidiary of FPFG ("WIA"),
pursuant to which WIA will be merged with and into WIB, with WIB
becoming a direct wholly owned subsidiary of FPFG, upon the terms
and subject to the conditions set forth in the Merger Agreement,
as more fully described in the accompanying Proxy Statement/
Prospectus. A copy of the Merger Agreement is attached as Appendix A
to the accompanying Proxy Statement/Prospectus.

2. To transact such other business as may properly be brought before the
WIB Meeting or any adjournment(s) thereof.

Holders of record of shares of WIB common stock, no par value per share
("WIB Common Shares"), at the close of business on April 15, 1997 (the "Record
Date") will be entitled to notice of, and to vote at, the meeting or any
adjournment(s) thereof.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT.

By order of the Board of Directors,

Dr. James E. Rich,
Secretary

Tustin, California
April 30, 1997

WHETHER OR NOT YOU PLAN TO ATTEND THE WIB MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE WIB MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY CARD.

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SUBJECT TO COMPLETION, DATED APRIL 23, 1997

WESTERN INTERSTATE BANCORP
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS

---------------

FIRSTPLUS FINANCIAL GROUP, INC.
PROSPECTUS
FOR 1,243,134
SHARES OF COMMON STOCK

This Proxy Statement/Prospectus is being furnished to holders of the shares
of common stock, no par value per share ("WIB Common Shares"), of Western
Interstate Bancorp, a California corporation ("WIB"), in connection with the
solicitation of proxies by WIB's Board of Directors (the "WIB Board") for use at
the Special Meeting of Shareholders of WIB (the "WIB Meeting") to be held on
May 30, 1997, at the offices of Citizens Thrift & Loan Association ("Citizens"),
18302 Irvine Boulevard, Tustin, California 92780, at 12:00 noon (Tustin,
California time) and any adjournments thereof.

The shareholders of WIB will be asked to consider and vote upon a
proposal to approve an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 19, 1997, as amended, providing for the merger (the
"Merger") of Western Interstate Acquisition, Inc. ("WIA"), a Nevada
corporation and a wholly owned subsidiary of FIRSTPLUS Financial Group, Inc.,
a Nevada corporation that was formerly named RAC Financial Group, Inc.
("FPFG"), with and into WIB, with WIB continuing as the surviving corporation
(the "Surviving Corporation") and becoming a wholly owned subsidiary of FPFG.

This Proxy Statement/Prospectus also constitutes a prospectus of FPFG
included as part of a registration statement on Form S-4 (No. 333-_______) filed
with the Securities and Exchange Commission (the "Commission") with respect to
the shares of voting common stock, par value $.01 per share, of FPFG ("FPFG
Common Stock") to be issued to shareholders of WIB pursuant to the terms of the
Merger Agreement, as more fully described in this Proxy Statement/Prospectus and
the Merger Agreement. The Merger Agreement is attached hereto as Appendix A.
Under the terms of the Merger Agreement, (i) WIA will be merged with and into
WIB, (ii) WIB will become a direct wholly owned subsidiary of FPFG, and (iii)
each outstanding WIB Common Share, other than shares held by dissenting
shareholders of WIB, will be converted into the right to receive such fraction
of a share of FPFG Common Stock as is equal to (A) the "FPFG Share Number"
divided by (B) the number of WIB Common Shares outstanding as of the Effective
Time plus the number of WIB Common Shares issuable upon exercise of all
outstanding stock options of WIB as of the Effective Time (the "Conversion
Ratio"). No scrip or fractional shares of FPFG Common Stock will be issued in
the Merger, but rather the total number of shares to be received by each WIB
shareholder will be rounded up to the next whole number of Shares. The shares
of FPFG Common Stock to be issued to WIB shareholders in connection with the
Merger are referred to herein sometimes as the "Merger Consideration."

The term "FPFG Share Number" means the number determined by dividing (i)
$24,862,674 by (ii) the average closing price per share of the FPFG Common Stock
on the Nasdaq National Market for the ten trading days prior to the date that is
two calendar days prior to closing (the "Closing" and the date of such Closing
being referred to herein as the "Closing Date") of the Merger (such average
being referred to herein as the "FMV of the FPFG Common Stock").

IN EVALUATING THE MERGER, WIB SHAREHOLDERS SHOULD CAREFULLY CONSIDER THE
FACTORS DESCRIBED UNDER "RISK FACTORS" BEGINNING ON PAGE 12 OF THIS PROXY
STATEMENT/PROSPECTUS.

FPFG Common Stock is traded on the Nasdaq National Market under the symbol
"FPFG." The closing sales price of shares of FPFG Common Stock was $33.50 on
February 19, 1997 (the last trading day prior to the public announcement of the
Merger) and $26.50 on April 15, 1997. There is no established public market for
WIB Common Shares.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

(i)

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This Proxy Statement/Prospectus, the foregoing Notice of Special Meeting of
Shareholders (the "Notice of Special Meeting") and the accompanying form of
proxy are first being mailed to the shareholders of WIB on or about April 30,
1997.

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS _____________ ___, 1997.

(ii)

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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY FPFG, WIA OR WIB. THIS PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, ANY SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROXY
STATEMENT/PROSPECTUS, OR THE SOLICITATION OF A PROXY TO OR FROM ANY PERSON IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION OF AN
OFFER OR PROXY SOLICITATION. NEITHER THE DELIVERY OF THIS PROXY
STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE INFORMATION ABOUT FPFG, WIA OR WIB CONTAINED IN THIS PROXY
STATEMENT/PROSPECTUS SINCE THE DATE HEREOF.

AVAILABLE INFORMATION

FPFG is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed with the Commission are
available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located
at the Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at Seven World Trade Center, New York, New York 10048.
Copies of such documents may also be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, such materials and other information
concerning FPFG can be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

FPFG has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), a Registration Statement on Form S-4 (together
with all amendments, schedules and exhibits thereto, the "Registration
Statement") with respect to the shares of FPFG Common Stock issuable in
connection with the Merger. This Proxy Statement/Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement, including any amendments, schedules and
exhibits thereto, is available for inspection and copying as set forth above.
Statements contained in this Proxy Statement/Prospectus as to the contents of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.

The Commission maintains a World Wide Web site that contains reports, proxy
and information statements and other information filed electronically with the
Commission. The address of the site is http://www.sec.gov.

NOTE ON FORWARD-LOOKING INFORMATION

CERTAIN INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS
CONSTITUTES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, WHICH CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE,"
"ESTIMATE," OR "CONTINUE" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR
COMPARABLE TERMINOLOGY. THE STATEMENTS IN "RISK FACTORS" CONTAINED IN THIS
PROXY STATEMENT/PROSPECTUS CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING
IMPORTANT FACTORS, INCLUDING CERTAIN RISKS AND UNCERTAINTIES, WITH RESPECT TO
SUCH FORWARD-LOOKING STATEMENTS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS.

(iii)

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INFORMATION INCORPORATED BY REFERENCE

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS,
OTHER THAN EXHIBITS THERETO, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT/PROSPECTUS IS
DELIVERED UPON WRITTEN OR ORAL REQUEST TO THE FOLLOWING:

FIRSTPLUS Financial Group, Inc.
1600 Viceroy, 8th Floor
Dallas, Texas 75235
Attention: Ronald M Bendalin, Esq.
Phone: (214) 599-6000
Fax: (214) 583-3737

IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, A REQUEST MUST BE
RECEIVED NO LATER THAN MAY 23, 1997.

The following FPFG documents are incorporated by reference herein:

(1) FPFG's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, filed with the Commission;

(2) FPFG's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996, filed with the Commission;

(3) FPFG's Current Report on Form 8-K, dated December 19, 1996, filed
with the Commission; and

(4) Description of the FPFG Common Stock set forth in the
Registration Statement on Form 8-A, dated January 15, 1996, including any
amendment or report filed for the purpose of updating such description.

All documents filed with the Commission by FPFG pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of effectiveness
of the Registration Statement of which this Proxy Statement/Prospectus forms a
part and prior to the date of the WIB Meeting are incorporated herein by
reference and such documents will be deemed to be a part hereof from the date of
filing of such documents. Any statement contained in this Proxy Statement/
Prospectus or in a document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of
this Proxy Statement/Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this Proxy Statement/Prospectus.

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TABLE OF CONTENTS
PAGE

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Meeting; Vote Required . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Conversion of Shares; Conversion . . . . . . . . . . . . . . . . . . . . 3
Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Recommendation of the Board of Directors of WIB. . . . . . . . . . . . . 3
Opinion of WIB's Financial Advisor . . . . . . . . . . . . . . . . . . . 3
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Conditions to the Merger; Termination of the Merger Agreement. . . . . . 3
Fees, Expenses and Other Payments. . . . . . . . . . . . . . . . . . . . 4
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . 4
Exchange of Stock Certificates . . . . . . . . . . . . . . . . . . . . . 4
Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Operations After the Merger. . . . . . . . . . . . . . . . . . . . . . . 5
Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Certain Federal Income Tax Consequences. . . . . . . . . . . . . . . . . 5
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Market Price Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selected Historical and Pro Forma Per Share Data . . . . . . . . . . . . 6
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . 7

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Liquidity and Capital Resources. . . . . . . . . . . . . . . . . . . . .12
Sensitivity to Interest Rates. . . . . . . . . . . . . . . . . . . . . .13
Credit Risk Associated with Borrowers. . . . . . . . . . . . . . . . . .13
Credit Risk Associated with High LTV Loans . . . . . . . . . . . . . . .14
Excess Servicing Receivable Risks. . . . . . . . . . . . . . . . . . . .14
Impact of Recent Accounting Pronouncements . . . . . . . . . . . . . . .15
Ability of FPFG to Continue Growth Strategy; Possible Adverse
Consequences From Recent Growth. . . . . . . . . . . . . . . . . . . .15
Consolidation of Operations of Acquisitions. . . . . . . . . . . . . . .16
Concentration of Operations in California. . . . . . . . . . . . . . . .16
Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Concentration of Correspondent Lenders . . . . . . . . . . . . . . . . .17
Limited Operating History. . . . . . . . . . . . . . . . . . . . . . . .17
Delinquencies; Right to Terminate Servicing; Negative Impact on
Cash Flow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Dependence on Title I Program. . . . . . . . . . . . . . . . . . . . . .18
Impact of Regulation and Litigation. . . . . . . . . . . . . . . . . . .18
Concentration of Voting Control in Management. . . . . . . . . . . . . .18
Dependence on Key Personnel. . . . . . . . . . . . . . . . . . . . . . .19
Events of Default Under Certain Financing Facilities . . . . . . . . . .19
Effect of Certain Antitakeover Provisions. . . . . . . . . . . . . . . .19
Securities Trading; Possible Volatility of Prices. . . . . . . . . . . .19

THE WIB MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Purpose of the Meeting . . . . . . . . . . . . . . . . . . . . . . . . .20
Voting Rights of WIB Shareholders. . . . . . . . . . . . . . . . . . . .20
Solicitation and Revocation of Proxies; Quorum . . . . . . . . . . . . .21

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

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Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Conversion of Shares; Conversion . . . . . . . . . . . . . . . . . . . .22
Background of and Reasons for the Merger . . . . . . . . . . . . . . . .23
Recommendation of the WIB Board. . . . . . . . . . . . . . . . . . . . .24
Opinion of WIB's Financial Advisor . . . . . . . . . . . . . . . . . . .25
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .28
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . .32
Exchange of Stock Certificates . . . . . . . . . . . . . . . . . . . . .34
Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Management After the Merger. . . . . . . . . . . . . . . . . . . . . . .35
Governmental and Regulatory Approvals. . . . . . . . . . . . . . . . . .35
Certain Federal Income Tax Consequences. . . . . . . . . . . . . . . . .35
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . .36
Consequences Under Federal Securities Laws . . . . . . . . . . . . . . .37
Resale of FPFG Common Stock. . . . . . . . . . . . . . . . . . . . . . .37
Dissenting Shareholders' Rights. . . . . . . . . . . . . . . . . . . . .37

PRICE RANGES OF STOCK AND DIVIDEND POLICY. . . . . . . . . . . . . . . . . .39

SELECTED FINANCIAL DATA OF WIB . . . . . . . . . . . . . . . . . . . . . . .41

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . .43

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF WIB . . . . . . . . . . . . . . . . . . . .49
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . . . .49
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . .50
Asset/Liability Management . . . . . . . . . . . . . . . . . . . . . . .53
Liquidity and Capital Resources. . . . . . . . . . . . . . . . . . . . .54
Impact of Inflation and Changing Prices. . . . . . . . . . . . . . . . .56
Effect of Recent Accounting Standards. . . . . . . . . . . . . . . . . .56

BUSINESS OF WIB. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Market Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Lending Activities . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Originations, Purchases, Sales and Servicing of Loans. . . . . . . . . .61
Non-Performing Assets and Classified Assets. . . . . . . . . . . . . . .62
Investment Activities. . . . . . . . . . . . . . . . . . . . . . . . . .66
Sources of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . .70

MANAGEMENT OF WIB. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . .71
Director Compensation. . . . . . . . . . . . . . . . . . . . . . . . . .71
Meetings and Committees of the WIB Board . . . . . . . . . . . . . . . .72
Executive Officers of WIB. . . . . . . . . . . . . . . . . . . . . . . .72
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . .72
Certain Relationships and Related Party Transactions . . . . . . . . . .73

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF WIB. . . .74

COMPARISON OF SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . .75
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75
Shareholder Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .75
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76
Amendments to Articles of Incorporation and Bylaws . . . . . . . . . . .76
Certain Antitakeover Provisions. . . . . . . . . . . . . . . . . . . . .76

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77

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LEGAL AND TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .71

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71

INDEX TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX A AGREEMENT AND PLAN OF MERGER, AS AMENDED

APPENDIX B OPINION OF CARPENTER & COMPANY

APPENDIX C CALIFORNIA CORPORATIONS CODE, CHAPTER 13

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SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN SIGNIFICANT MATTERS DISCUSSED
ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT/PROSPECTUS. THIS
SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS PROXY
STATEMENT/PROSPECTUS AND THE APPENDICES HERETO. SHAREHOLDERS ARE URGED TO READ
THIS ENTIRE PROXY STATEMENT/PROSPECTUS, INCLUDING THE APPENDICES HERETO. EXCEPT
AS OTHERWISE NOTED HEREIN, ALL INFORMATION APPEARING ELSEWHERE OR INCORPORATED
BY REFERENCE IN THIS PROXY STATEMENT/PROSPECTUS RELATING TO FPFG'S CAPITAL STOCK
HAS BEEN ADJUSTED TO REFLECT SPLITS ON THE FPFG COMMON STOCK OF 67-FOR-ONE AND
TWO-FOR-ONE IN JULY 1995 AND NOVEMBER 1996, RESPECTIVELY. UNLESS THE CONTEXT
INDICATES OTHERWISE, ALL REFERENCES TO FPFG'S ORIGINATION OF STRATEGIC LOANS
INCLUDES BULK PURCHASES OF LOANS ("BULK LOANS").

THE PARTIES

FPFG. FIRSTPLUS Financial Group, Inc. is a specialized consumer finance
company that originates, purchases, services and sells consumer finance
receivables, substantially all of which are debt consolidation or home
improvement loans secured primarily by second liens on real property. FPFG
offers uninsured home improvement and uninsured debt consolidation loans
("Conventional Loans") and to a lesser extent partially insured Title I home
improvement loans ("Title I Loans"). Title I Loans are insured, subject to
certain exceptions, for 90% of the principal balance and certain interest costs
under the Title I credit insurance program (the "Title I Program") administered
by the Department of Housing and Urban Development ("HUD") of the Federal
Housing Administration (the "FHA"). FPFG sells substantially all of its
Conventional Loans and Title I Loans that meet its securitization parameters
(collectively, FPFG's "strategic loans") primarily through its securitization
program and retains rights to service these loans.

FPFG relies principally on the creditworthiness of the borrower for
repayment of Conventional Loans. FPFG's borrowers typically have limited access
to consumer financing for a variety of reasons, primarily insufficient home
equity values. FPFG uses its own credit evaluation criteria to classify its
applicants as "A+" through "D" credits. FPFG currently makes loans only to
borrowers it classifies as "C+" or better for Conventional Loans and "C" or
better for Title I Loans. FPFG's credit evaluation criteria include, as a
significant component, the credit evaluation scoring methodology developed by
Fair, Isaac and Company ("FICO"), a consulting firm specializing in creating
default-predictive models through scoring mechanisms.

FPFG's principal origination channel is its network of regional independent
correspondent lenders. Correspondent lenders tend to be commercial banks,
thrifts or finance companies that do not have the infrastructure to hold and
service portfolios of Conventional and Title I Loans. FPFG's correspondent
lenders originate Conventional and Title I Loans using FPFG's underwriting
criteria and sell these loans to FPFG. During fiscal 1995 and 1996, FPFG
originated loans through correspondent lenders ("Correspondent Loans") of
$81.9 million and $1.0 billion, respectively, representing 68.5% and 93.9%,
respectively, of FPFG's originations of strategic loans during such years
(excluding Bulk Loans).

In early 1996, FPFG expanded its efforts to originate loans directly to
qualified homeowners ("Direct Loans"). FPFG originates Direct Loans through
television, radio and direct mail advertising campaigns and referrals from
independent home improvement contractors. FPFG is pursuing a strategy to
increase its Direct Loan originations because FPFG believes that Direct Loans
should prove to be more profitable and allow FPFG to have better control over
the quality and size of FPFG's production.

FPFG sells substantially all of the Conventional Loans and Title I Loans it
originates and purchases through its securitization program and generally
retains rights to service such loans. FPFG earns servicing fees on a monthly
basis ranging from 0.75% to 1.00% on the loans it services in the various
securitization pools. At December 31, 1996, the principal amount of strategic
loans serviced by the Company (the "Serviced Loan Portfolio") was $1.9 billion.
The Serviced Loan Portfolio includes strategic loans held for sale and strategic
loans that have been securitized and are serviced by FPFG (including
$64.1 million of loans subserviced by a third party).

FPFG is a Nevada corporation that was formed in October 1994 to combine the
operations of SFA: State Financial Acceptance Corporation ("SFA"), a home
improvement lender formed in January 1990, and FIRSTPLUS Financial, Inc.,
formerly Remodelers National Funding Corporation ("FIRSTPLUS Financial"), an
approved Title I home improvement lender formed in April 1986 (the
"Combination"). FPFG's principal offices are located at 1600 Viceroy, 8th
Floor, Dallas, Texas 75235, and its telephone number is (214) 599-6000.

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WIB. WIB is a financial institution holding company organized in 1979
under the laws of the State of California for the primary purpose of holding all
of the outstanding shares of Citizens Thrift & Loan Association, a California
industrial loan company ("Citizens"). WIB's only significant asset is the
capital stock of Citizens. WIB also owns Citizens Group, Inc., which acts as a
trustee on deeds of trust securing Citizens' real estate loans. Citizens is a
California licensed industrial loan company that commenced business in 1980 and
is supervised and regulated by the California Department of Corporations ("DOC")
and the Federal Deposit Insurance Corporation ("FDIC"). The deposits of
Citizens are insured by the FDIC up to applicable limits. Citizens services its
customers through five full service branch offices located in the California
cities of Anaheim Hills, Citrus Heights, Concord, Irvine, and San Clemente. It
also operates additional loan production offices in Tustin, California, Las
Vegas, Nevada, Phoenix, Arizona and Seattle, Washington.

In recent years, Citizens has focused its lending activities primarily in
the origination for sale of junior lien loans secured by one- to four-family
residential homes located in its market areas. Although Citizens has originated
commercial and multi-family real estate loans in its market area, continued
originations of such loans is expected to be limited. In December 1996,
Citizens sold substantially all of its commercial loan portfolio of
$9.7 million. Citizens offers "thrift" deposit accounts having a wide range of
interest rates and terms, which consist of passbook accounts and term
certificates of deposit. Citizens does not offer traditional banking services,
such as checking accounts or safe deposit boxes.

The executive offices of both WIB and Citizens are located at 18302 Irvine
Boulevard, Suite 300, Tustin, California 92780, and its telephone number at that
address is (714) 573-7500.

WIA. WIA is a Nevada corporation and a wholly owned subsidiary of FPFG
organized solely for the purpose of facilitating the Merger. Upon consummation
of the Merger and the transactions associated therewith, WIA will merge with WIB
and WIB will continue as the Surviving Corporation and a wholly owned subsidiary
of FPFG. The mailing address of WIA's principal executive offices is 1600
Viceroy, 8th Floor, Dallas, Texas 75235, and its telephone number is
(214) 630-6006.

THE MEETING; VOTE REQUIRED

The WIB Meeting will be held on May 30, 1997 at 12:00 noon (Tustin,
California time) at the offices of Citizens, 18302 Irvine Boulevard, Tustin,
California. At the WIB Meeting, shareholders of WIB will be asked to consider
and vote upon a proposal to approve the Merger Agreement. The affirmative vote
of a majority of the outstanding WIB Common Shares entitled to vote is required
to approve the Merger Agreement. Holders of record of WIB Common Shares as of
the close of business on April 15, 1997 will be entitled to cast one vote for
each WIB Common Share held as of such date. At such date, there were 1,211,156
WIB Common Shares outstanding and entitled to vote. THE WIB BOARD UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THE MERGER AGREEMENT.

As of April 15, 1997, the directors of WIB, the executive officers of WIB
and their affiliates, in the aggregate, held or had the right to vote 386,688
WIB Common Shares or approximately 31.9% of the outstanding WIB Common Shares.
Such persons have indicated to WIB that they presently intend to vote in favor
of the Merger Agreement.

RISK FACTORS

WIB shareholders should carefully consider certain risk factors in
evaluating the Merger. See "Risk Factors."

THE MERGER

Shareholders of WIB will vote on the Merger Agreement. No approval of the
stockholders of FPFG is required to consummate the Merger. Upon consummation of
the Merger, WIA will merge with and into WIB, with WIB becoming a direct wholly
owned subsidiary of FPFG. WIB will continue its corporate existence under the
laws of the State of California. See "The Merger."

EFFECTIVE TIME

Following the satisfaction or waiver of all conditions contained in the
Merger Agreement, the Merger will be consummated on the date and time of filing
of a Certificate of Approval of Merger with the Secretary of State of the State
of California and Articles of Merger with the Secretary of State of the State of
Nevada (the "Effective Time"). See "The Merger--Effective Time."

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CONVERSION OF SHARES; CONVERSION RATIO

Pursuant to the provisions of the Merger Agreement, each issued and
outstanding WIB Common Share, other than shares held by dissenting shareholders
of WIB, will be converted into the right to receive such fraction of a share of
FPFG Common Stock as is equal to (i) the FPFG Share Number divided by (ii) the
number of WIB Common Shares outstanding as of the Effective Time plus the number
of WIB Common Shares issuable upon exercise of all outstanding stock options of
WIB as of the Effective Time (the "Existing Stock Rights"). No scrip or
fractional shares of FPFG Common Stock will be issued in the Merger, but rather
the total number of shares to be received by each WIB Shareholder will be
rounded up to the next whole number of shares.

Assuming that the Closing Date of the Merger was April 15, 1997, the FMV of
the FPFG Common Stock would have been $28.525, the FPFG Share Number would have
been 871,610 and the Conversion Ratio would have been .6189. Accordingly,
approximately 749,600 shares of FPFG Common Stock would be issued to
shareholders of WIB in connection with the Merger, assuming no shareholders of
WIB dissent to the Merger.

STOCK OPTIONS

The Merger Agreement provides that from and after the Effective Time each
outstanding Existing Stock Right will be converted into the right to purchase
(each a "New Option") the number of shares of FPFG Common Stock equal to the
product (rounded up to the next whole share) of (i) the number of WIB Common
Shares covered by such Existing Stock Right immediately prior to the Effective
Time multiplied by (ii) the Conversion Ratio. See "The Merger--Conversion of
Shares; Conversion Ratio." The exercise price per share of such New Options
shall be equal to the quotient obtained by dividing (i) the per share exercise
price for the WIB Common Shares subject to such Existing Stock Right immediately
prior to the Effective Time by (ii) the Conversion Ratio. As of April 15, 1997,
options to purchase 197,136 WIB Common Shares were outstanding. See "The
Merger--Stock Options."

RECOMMENDATION OF THE BOARD OF DIRECTORS OF WIB

The WIB Board has unanimously approved the Merger Agreement. The WIB Board
has also determined that the terms of the proposed Merger are fair to and in the
best interests of WIB's shareholders and unanimously recommends that WIB's
shareholders vote "for" the Merger Agreement. See "The Merger-- Background of
and Reasons for the Merger."

OPINION OF WIB'S FINANCIAL ADVISOR

Seapower Carpenter Capital, Inc., d/b/a Carpenter & Company ("Carpenter &
Company"), has rendered its opinion to the WIB Board that the consideration to
be received by WIB shareholders pursuant to the Merger is fair to the WIB
shareholders from a financial point of view. See "The Merger--Opinion of WIB's
Financial Advisor" and Appendix B.

THE MERGER AGREEMENT

The Merger Agreement sets forth the principal terms by which the Merger
will be consummated, and the rights of holders of WIB Common Shares to receive
FPFG Common Stock pursuant to the Merger. The Merger Agreement contains
representations, warranties and agreements of the parties, and provides specific
conditions to the consummation of the Merger and terms under which the Merger
may be terminated or abandoned. See "The Merger--The Merger Agreement."

CONDITIONS TO THE MERGER; TERMINATION OF THE MERGER AGREEMENT

Consummation of the Merger is subject to certain conditions, including the
approval of the Merger Agreement by the affirmative vote of the holders of a
majority of the WIB Common Shares entitled to vote thereon; the effectiveness of
the Registration Statement of which this Proxy Statement/Prospectus forms a
part; approval of the Merger by certain Federal and state regulatory
authorities; receipt by WIB of an opinion of KPMG Peat Marwick LLP as to the
tax-free nature of the Merger for Federal income tax purposes; receipt by FPFG
of a letter from Ernst & Young LLP to the effect that the Merger will qualify
for "pooling-of-interests" accounting; the listing, subject to notice of
issuance, on the Nasdaq National Market of the FPFG Common Stock to be issued in
the Merger; the absence of any injunction or legal restraint prohibiting
consummation of the Merger; and certain other customary closing conditions.
There can be no assurance as to when and if the conditions will be satisfied
(or, where permissible, waived) or that the Merger will be consummated.

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See "The Merger--The Merger Agreement--Conditions to the Merger,"
"--Governmental and Regulatory Approvals" and "--Listing."

The Merger Agreement is subject to termination by one or more parties at
any time prior to the Effective Time upon the occurrence of certain events. See
"The Merger--The Merger Agreement--Amendment of Merger Agreement," "--Extension;
Waiver" and "--Termination."

FEES, EXPENSES AND OTHER PAYMENTS

Under certain circumstances, upon termination of the Merger Agreement, WIB
is required to pay FPFG's expenses and costs in connection with the preparation,
execution and performance of the Merger Agreement and, in addition, to pay FPFG
a termination fee (the "Termination Fee") of $1,500,000. See "The Merger--The
Merger Agreement--Fees; Expenses; Termination Fee."

Under certain circumstances, upon termination of the Merger Agreement, FPFG
is required to pay WIB's expenses and costs in connection with the preparation,
execution and performance of the Merger Agreement. See "The Merger--The Merger
Agreement--Fees; Expenses; Termination Fee."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of WIB's management and the WIB Board may be deemed to have
certain interests in the Merger that are in addition to their interests
generally as shareholders of WIB.

Michael W. McGuire, President of WIB and the President and Chief Executive
Officer of Citizens, will enter into an amendment to his existing employment
agreement (the "McGuire Employment Agreement"), effective as of the Effective
Time. Marie A. Reich, Executive Vice President and Chief Financial officer of
Citizens, is party to an agreement, dated March 4, 1996, providing for the
payment to her of one year's salary at the rate in effect at the time of her
termination in the event that her employment is terminated within one year
following a merger, sale or acquisition of Citizens. The Merger will constitute
a merger, sale or acquisition of Citizens within the meaning of such agreement
with Ms. Reich. Other than benefits which may become payable under this
agreement and the McGuire Employment Agreement, as so amended, no executive
officer of WIB or Citizens shall be entitled to any special compensation or
severance pay as a result of completion of the Merger.

Each director of WIB other than Mr. McGuire will enter into an agreement
(the "Director Agreements") pursuant to which such person will agree not to
compete with FPFG for a period of two years following the Effective Time. In
consideration of such agreement, FPFG has agreed to pay each such director
$22,500 on the Closing Date and $22,500 on the first anniversary of the Closing
Date.

All persons who are employees of WIB or its subsidiaries immediately prior
to the Effective Time shall continue as employees following the Effective Time.
FPFG has agreed that any employee benefit plans of FPFG under which employees of
WIB shall be covered following the Effective Time shall give appropriate credit
to such employees for services completed prior to the Effective Time under the
existing employee benefit plans of WIB.

The WIB Board was aware of these interests and considered them, among other
matters, in approving the Merger Agreement and the transactions contemplated
thereby. See "The Merger--Interests of Certain Persons in the Merger" and
"--Management After the Merger."

EXCHANGE OF STOCK CERTIFICATES

As of the Effective Time of the Merger, each WIB shareholder whose WIB
Common Shares are converted in the Merger into FPFG Common Stock will be
entitled to receive, upon surrender of certificate(s) formerly representing WIB
Common Shares, certificates representing the FPFG Common Stock to which such
holder is entitled in respect of the conversion of such shares. Instructions
with regard to the surrender of certificates, together with a letter of
transmittal to be used for this purpose, will be forwarded to the former WIB
shareholders by KeyCorp Shareholder Services, Inc., as exchange agent (the
"Exchange Agent"), as promptly as possible following the Effective Time. Each
shareholder should only surrender such certificates with an accompanying letter
of transmittal. See "The Merger--Exchange of Stock Certificates."

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FRACTIONAL SHARES

No fractional shares of FPFG Common Stock will be issued as a result of the
Merger. The total number of shares to be received by each WIB shareholder
converted in the Merger will be rounded up to the next whole number of shares.
See "The Merger--Fractional Shares."

OPERATIONS AFTER THE MERGER

As a result of the Merger, WIA will be merged with and into WIB, and FPFG
will own all of the outstanding shares of WIB. Accordingly, after the Merger,
FPFG will own the business of WIB and WIB will be a wholly owned subsidiary of
FPFG. FPFG, as owner of all the capital stock of WIB following the Effective
Time, will appoint all of the directors of the Surviving Corporation. Until
otherwise changed by the WIB Board, the current executive officers of WIB will
remain executive officers of the Surviving Corporation. See "The
Merger--Management After the Merger."

REGULATORY MATTERS

Under applicable regulatory laws, the Merger must be approved by the FDIC,
as insurer of WIB's deposits, and by the DOC, as primary regulator of WIB.
Application has been made by WIB and FPFG to obtain such approvals; however, no
assurance can be given that the necessary regulatory approvals will be obtained
or as to the timing or conditions of such approvals. See "The
Merger--Governmental and Regulatory Approvals."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

It is intended that the Merger will be treated as a tax-free
"reorganization," within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"). Accordingly, for Federal income tax
purposes, (i) no gain or loss will be recognized by either WIB or FPFG as a
result of the Merger and (ii) in general, holders of WIB Common Shares will not
recognize gain or loss to the extent that they receive FPFG Common Stock in
exchange for WIB Common Shares. WIB shareholders who receive cash in exchange
for their WIB shares (i.e., dissenters) will generally be required to recognize
taxable income as a result of the Merger. WIB will receive, as of the
Effective Date, an opinion from KPMG Peat Marwick LLP, tax advisor to WIB, to
the effect that the Merger will be treated as a tax-free "reorganization" under
Section 368(a) of the Code. Consummation of the Merger is conditioned upon
receipt by WIB of such an opinion confirming the tax treatment of the Merger.
See "The Merger--Certain Federal Income Tax Considerations."

ACCOUNTING TREATMENT

The Merger is intended to be accounted for as a "pooling-of-interests"
under generally accepted accounting principles. Consummation of the Merger is
subject to the condition that FPFG receive an opinion from Ernst & Young LLP
that the Merger will qualify for "pooling-of-interests" accounting treatment.
See "The Merger--Accounting Treatment."

DISSENTERS' RIGHTS

Holders of WIB Common Shares will have dissenters' rights of appraisal in
connection with the Merger. See "The Merger--Dissenting Shareholders' Rights."

MARKET PRICE DATA

FPFG completed its initial public offering on February 2, 1996. FPFG
Common Stock is traded on the Nasdaq National Market under the symbol "FPFG."
There is currently no established market for the WIB Common Shares.

The table below sets forth the high and low prices for shares of FPFG
Common Stock, for the calendar periods indicated:

HIGH LOW
--------- ---------
1996 (beginning February 2, 1996). . . . $30.75 $8.75
1997 (through April 21, 1997). . . . . . $36.75 $20.50

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The following table sets forth the closing price of the FPFG Common Stock
and the equivalent per share price of WIB Common Shares giving effect to the
Merger on February 19, 1997 (the last trading day prior to the public
announcement of the proposed Merger) and April 15, 1997 (the latest practicable
trading day before the printing of this Proxy Statement/Prospectus):

CLOSING SALES PRICE
---------------------------------
PRO FORMA
FPFG EQUIVALENT
COMMON STOCK PER SHARE(1)
---------------- ----------------
Market value per share:
February 19, 1997 . . . . $33.50 $18.75
April 15, 1997 . . . . . 26.50 16.40

-------------

(1) Equivalent market value per WIB Common Share represents the closing sales
price of the FPFG Common Stock, as reported in THE WALL STREET JOURNAL, on
each specified date, multiplied by the assumed Conversion Ratio, which has
been calculated assuming that the Merger closed on February 19, 1997
(assumed Conversion Ratio of .5598) and April 15, 1997 (assumed Conversion
Ratio of .6189), respectively.

Shareholders are advised to obtain current market quotations for the FPFG
Common Stock. No assurance can be given as to the market price of the FPFG
Common Stock at the Effective Time, or of the FPFG Common Stock after the
Effective Time. Because the market price of the FPFG Common Stock is subject to
fluctuation, the value of the FPFG Common Stock that holders of WIB Common
Shares will receive in the Merger may increase or decrease prior to and
following the Merger.

SELECTED HISTORICAL AND PRO FORMA PER SHARE DATA

The unaudited information set forth in the following tables reflects
certain comparative per common share data related to income per share and book
value per share (i) on a historical basis for FPFG; (ii) on a pro forma combined
basis per share of FPFG Common Stock assuming consummation of the Merger;
and (iii) on an equivalent pro forma basis per WIB Common Share assuming
consummation of the Merger.

The information shown below should be read in conjunction with the
consolidated historical financial statements of FPFG and WIB, including the
respective notes thereto, included or incorporated by reference in this Proxy
Statement/Prospectus. The pro forma financial information below is presented
for comparative purposes only and is not necessarily indicative of the combined
financial position or results of operations which would have been realized had
the acquisitions been consummated during the periods or as of the dates for
which such pro forma financial information is presented.

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YEAR ENDED SEPTEMBER 30, THREE MONTHS ENDED DECEMBER 31,
-------------------------------------------------- ---------------------------------
1994 1995 1996 1995 1996
---------------- ---------------- ---------------- ---------------- ----------------

FPFG COMMON STOCK
Earnings per share-primary(1):
Historical. . . . . . . . . . . . . $0.31 $0.28 $1.35 $0.23 $0.64
Pro forma(2). . . . . . . . . . . . 0.32 0.30 1.39 0.22 0.66
Book value per share-end of period:
Historical. . . . . . . . . . . . . $0.39 $0.65 $3.51 $0.92 $4.99
Pro forma(3). . . . . . . . . . . . 1.05 1.10 3.79 1.35 5.21
Cash dividends paid:
Historical. . . . . . . . . . . . . $ - $ - $ - $ - $ -
Pro forma . . . . . . . . . . . . . 0.01 - - - -

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YEAR ENDED DECEMBER 31,
--------------------------------------------------
1994 1995 1996
---------------- ---------------- ----------------

WIB COMMON SHARES
Earnings per share-primary(1):
Historical. . . . . . . . . . . . . $0.34 $0.57 $1.98
Equivalent pro forma(4) . . . . . . 0.20 0.19 0.86
Book value per share-end of period:
Historical. . . . . . . . . . . . . $7.01 $7.62 $9.71

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Equivalent pro forma(4) . . . . . . 0.65 0.68 2.35
Cash dividends paid:
Historical. . . . . . . . . . . . . $0.095 $ -- $0.10
Equivalent pro forma. . . . . . . . 0.01 -- --

---------------

(1) Earnings per share were calculated using income from continuing operations.
In calculating pro forma earnings per share, no adjustments to the pro forma
amounts have been made to reflect potential expense reductions or revenue
enhancements which may result from the Merger.
(2) Gives effect to the Merger as if it had occurred at the beginning of each
period presented.
(3) Gives effect to the Merger as if it had occurred at the end of the period.
(4) The equivalent pro forma computations assume that for each WIB Common Share
outstanding WIB common holders would receive .6189 shares of FPFG Common
Stock.

SELECTED CONSOLIDATED FINANCIAL DATA

The following tables set forth certain historical financial data for each
of FPFG and WIB as of and for each of the periods indicated. The following data
should be read in conjunction with "Selected Financial Data of WIB" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of WIB" contained elsewhere in this Proxy Statement/Prospectus and
the selected financial data and management's discussion and analysis of
financial condition and results of operations of FPFG incorporated by reference
herein.

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FIRSTPLUS FINANCIAL GROUP, INC.

FOR THE THREE MONTHS
YEAR ENDED SEPTEMBER 30, ENDED DECEMBER 31,
--------------------------------------------------- -------------------------
1993 1994 1995 1996 1995 1996
------------ ------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

INCOME STATEMENT DATA:
Revenues:
Gain on sale of loans, before sharing . . . . . $17,115 $27,671 $40,112 $159,175 $20,809 $95,848
Sharing arrangements(1) . . . . . . . . . . . . - -- (10,999) (536) (536) -
------------ ------------ ------------ ------------ ------------ ------------

Gain on sale of loans, net(2) . . . . . . . . 17,115 27,671 29,113 158,639 20,273 95,848
Interest income . . . . . . . . . . . . . . . . 145 1,845 2,860 25,727 1,767 20,432
Servicing income. . . . . . . . . . . . . . . . -- 72 1,049 4,008 694 2,908
Other income. . . . . . . . . . . . . . . . . . 54 252 873 9,683 734 4,400
------------ ------------ ------------ ------------ ------------ ------------

Total revenues. . . . . . . . . . . . . . . . 17,314 29,840 33,895 198,057 23,468 123,588

Expenses:. . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . 9,925 24,560 19,733 83,232 11,263 49,018
Provision for possible credit losses. . . . . . 0.00 125 4,420 59,644 4,649 44,388
------------ ------------ ------------ ------------ ------------ ------------
Total expenses . . . . . . . . . . . . . . . . . 9,925 24,685 24,153 142,876 15,912 93,406

Income before income taxes . . . . . . . . . . . 7,389 5,155 9,742 55,181 7,556 30,182
Provision for income taxes . . . . . . . . . . . -- -- (3,903) (20,969) (2,871) (11,469)
Net income . . . . . . . . . . . . . . . . . . . $7,389 $5,155 $5,839 $34,212 $4,685 $18,713
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------

PER SHARE DATA:
Net income per share of FPFG Common Stock(3):. .
Primary . . . . . . . . . . . . . . . . . . . . $0.47 $0.31 $0.28 $1.35 $0.23 $0.64
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------

Fully diluted . . . . . . . . . . . . . . . . . $0.47 $0.31 $0.28 $1.31 $0.23 $0.57
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Weighted average common and common equivalent
shares outstanding: . . . . . . . . . . . . . .
Primary . . . . . . . . . . . . . . . . . . . . 15,596,874 16,276,874 20,296,874 25,358,162 20,296,874 29,033,369
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------

Fully diluted . . . . . . . . . . . . . . . . . 15,596,874 16,276,874 20,296,874 26,353,526 20,296,874 34,956,718
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------

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SEPTEMBER 30,
--------------------------------------
1994 1995 1996 DECEMBER 31, 1996
------------ ------------ ------------ ------------------
(IN THOUSANDS)

BALANCE SHEET DATA:. . . . . . . . . . . . . . . . . . . . . . .
Loans held for sale, net . . . . . . . . . . . . . . . . . . . . $ 6,105 $19,435 $430,812 $ 694,816
Excess servicing receivable. . . . . . . . . . . . . . . . . . . -- 29,744 187,230 288,717
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . 12,141 61,341 710,384 1,083,141
Warehouse financing facilities . . . . . . . . . . . . . . . . . 4,995 18,530 354,481 628,594
Warehouse Lender Term Line . . . . . . . . . . . . . . . . . . . -- 9,249 57,465 84,625
Subordinated notes payable to affiliates . . . . . . . . . . . . -- 8.003 7,003 7,002
Convertible Notes(4) . . . . . . . . . . . . . . . . . . . . . . -- -- 100,000 69,920
Allowance for possible credit losses . . . . . . . . . . . . . . -- 3,907 54,257 92,321
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 7,821 49,607 615,815 936,235
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . 4,321 11,734 94,569 146,906

--------------
(1) FPFG contractually agreed to share in gain on sale of loans, net, with
Residential Funding Corporation (the "Warehouse Lender"), as a condition of
obtaining certain financing facilities, and also with Farm Bureau Life
Insurance Company ("Farm Bureau").

(2) FPFG's gain on sale of loans, net ("Gain on Sale"), with respect to
securitizations, is equal to the present value of FPFG's portion of the
expected future excess cash flow to be received on the loans sold through
securitization transactions, in excess of securitization costs and net
premiums paid, net of sharing, but before FPFG's provision for possible
credit losses.

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(3) Net income per share of Common Stock is computed by dividing net income,
less accrued and unpaid dividends on preferred stock (the balance of which
was redeemed in connection with FPFG's initial public offering in February
1996), by the weighted average common and common equivalent shares
outstanding.

(4) The presentation of FPFG's 7.25% Convertible Subordinated Notes due 2003
issued in August 1996 (the "Convertible Notes") does not reflect discounts
and commissions incurred in connection with the sale thereof.

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WESTERN INTERSTATE BANCORP

YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
1992 1993 1994 1995 1996
------------ ------------ ------------ ------------ ------------
INCOME STATEMENT DATA: (IN THOUSANDS)

Total interest income. . . . . . . . . . . . . . $12,825 $13,150 $13,883 $13,067 $10,877
Total interest expense . . . . . . . . . . . . 5,468 4,547 4,725 6,752 6,347
Net interest income. . . . . . . . . . . . . 7,357 8,603 9,158 6,315 4,530
Provision for loan losses. . . . . . . . . . . . 555 2,300 2,887 3,158 155
------- ------- -------- ------- -------
Net interest income after provision for loan losses 6,802 6,303 6,271 3,157 4,375

Non-interest income: . . . . . . . . . . . . . .
Servicing fee income . . . . . . . . . . . . . 913 1,211 1,409 1,174 1,374
Gain on sales of loans . . . . . . . . . . . . 1,033 982 1,724 6,215 9,341
Other non-interest income. . . . . . . . . . . 88 70 156 74 100
------- ------- -------- ------- -------
Total non-interest income. . . . . . . . . . . . 2,034 2,263 3,289 7,463 10,815
Total non-interest expense . . . . . . . . . . . 6,399 7,704 8,899 9,399 10,451
------- ------- -------- ------- -------
Income before provision for income taxes . . . . 2,437 862 661 1,221 4,739
Provision for income taxes . . . . . . . . . . . 1,011 386 274 499 1,964
------- ------- -------- ------- -------
Income before cumulative effect
of accounting change . . . . . . . . . . . . . 1,426 476 387 722 2,775
Cumulative effect of accounting change . . . . . - 133 - - -
------- ------- -------- ------- -------
Net income . . . . . . . . . . . . . . . . . . . $ 1,426 $ 609 $ 387 $ 722 $ 2,775
------- ------- -------- ------- -------
------- ------- -------- ------- -------

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AT DECEMBER 31,
----------------------------------------------------------------
1992 1993 1994 1995 1996
------------ ------------ ------------ ------------ ------------
BALANCE SHEET DATA: (IN THOUSANDS)

Total assets . . . . . . . . . . . . . . . . . . $104,773 $110,843 $119,184 $127,785 $124,548
Loans receivable, net. . . . . . . . . . . . . . 77,373 87,578 97,421 21,135 10,505
Loans held for sale. . . . . . . . . . . . . . . 8,094 4,556 6,537 18,960 30,107
Cash and cash equivalents. . . . . . . . . . . . 7,664 7,087 3,177 22,083 12,298
Mortgage-backed securities . . . . . . . . . . . - 998 3,497 55,428 14,010
Investment securities. . . . . . . . . . . . . . 3,006 4,996 2,003 5,052 52,982
Deposits . . . . . . . . . . . . . . . . . . . . 94,046 99,784 107,671 113,808 106,902
Total borrowings . . . . . . . . . . . . . . . . 1,634 1,472 1,837 1,736 1,723
Stockholders' equity . . . . . . . . . . . . . . 6,981 7,799 8,126 9,245 11,761

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AT OR FOR YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
1992 1993 1994 1995 1996
------------ ------------ ------------ ------------ ------------

SELECTED FINANCIAL RATIOS AND OTHER DATA(1):
Performance Ratios:
Return on assets (ratio of net income to
average total assets). . . . . . . . . . . . . . . . . . . . 1.42% .57% .34% .57% 2.23%
Interest rate spread information:. . . . . . . . . . . . . . . .
Average during period. . . . . . . . . . . . . . . . . . . . 6.98 8.03 7.76 4.66 3.31
Net interest margin(2) . . . . . . . . . . . . . . . . . . . . . 7.51 8.33 8.10 5.03 3.78
Ratio of non-interest expense to average total assets. . . . . . 6.36 7.23 7.75 7.37 8.41
Return of stockholders' equity (ratio of net income
to average equity) . . . . . . . . . . . . . . . . . . . . . 22.50 8.09 4.78 8.40 27.47

Asset Quality Ratios:
Non-performing assets to total assets at end of period(3). . . . 3.44 3.45 3.98 .67 .55
Allowance for loan losses to non-performing loans. . . . . . . . 28.78 47.75 76.56 286.07 531.30
Allowance for loan losses to total loans . . . . . . . . . . . . 1.04 1.79 3.16 5.05 3.23
Net charge-offs to average loans . . . . . . . . . . . . . . . . .47 1.64 1.15 6.23 2.06

Capital Ratios:
Stockholders' equity to total assets . . . . . . . . . . . . . . 6.66 7.04 6.82 7.23 9.44
Average stockholders' equity to average assets . . . . . . . . . 6.30 7.07 7.05 6.74 8.13
Ratio of average interest-earning assets to average interest-
bearing liabilities . . . . . . . . . . . . . . . . . . . . 1.09% 1.07% 1.08% 1.07% 1.09%

Per Share Data:
Net income per WIB Common Share: . . . . . . . . . . . . . . . .
Primary. . . . . . . . . . . . . . . . . . . . . . . . . . $1.33 $ .55 $ .34 $ .57 $1.98
Fully-diluted. . . . . . . . . . . . . . . . . . . . . . . 1.33 .55 .34 .57 1.98
Cash dividends per share . . . . . . . . . . . . . . . . . . . 0.95 .095 .095 - .10
Dividend payout ratio (ratio of dividends declared per
share to net income per share) . . . . . . . . . . . . . . . 7.01% 17.95% 28.48% - 4.37%
Book value per share . . . . . . . . . . . . . . . . . . . . . $6.38 $6.82 $7.01 $7.62 $9.71
Number of shares outstanding . . . . . . . . . . . . . . . . . 1,093,674 1,143,174 1,159,174 1,212,543 1,211,156

--------------

(1) Averages are computed using end of month balances.
(2) Net interest income divided by average interest-earning assets.
(3) Non-performing assets consist of nonaccruing loans past-due 90 or more
days and real estate owned.

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RISK FACTORS

THE FOLLOWING ARE CERTAIN RISK FACTORS OR INVESTMENT CONSIDERATIONS THAT
SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE MERGER, IN ADDITION TO THE
RISKS AND OTHER INFORMATION DESCRIBED ELSEWHERE OR INCORPORATED BY REFERENCE IN
THIS PROXY STATEMENT/PROSPECTUS.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY: As a result of FPFG's increasing volume of loan originations and
purchases, and its expanding securitization activities, FPFG has operated, and
expects to continue to operate, on a negative operating cash flow basis, which
is expected to increase as the volume of FPFG's loan purchases and originations
increases and its securitization program grows. FPFG's primary operating cash
requirements include the funding of (i) loan originations and loan purchases,
(ii) reserve accounts, overcollateralization requirements, fees and expenses
incurred in connection with its securitization program, (iii) tax payments due
on FPFG's taxable net income, (iv) television, radio and direct mail advertising
and other marketing expenses, and (v) administrative and other operating
expenses.

There can be no assurance that, as FPFG's existing lending arrangements
mature, FPFG will have access to the financing necessary for its operations and
its growth plans or that FPFG will have access to the financing necessary for
its operations and its growth plans or that such financing will be available to
FPFG on favorable terms. To the extent FPFG is unable to renew existing
warehouse facilities or arrange additional or new warehouse lines of credit,
FPFG may have to curtail loan origination and purchasing activities, which could
have a material adverse effect on FPFG's results of operations and financial
condition.

NEED FOR ADDITIONAL FINANCING. FPFG requires substantial capital to fund
its operations. Consequently, FPFG's operations and its ability to grow are
affected by the availability of financing and the terms thereof. Based on the
rate of growth of FPFG's originations in the recent past, FPFG anticipates that
it will need to arrange additional warehouse lines of credit or other financing
sources in the foreseeable future in order to maintain its historical growth
rates. FPFG is currently negotiating for increased and/or new warehouse
facilities; however, FPFG has no commitments for such increased and/or
additional financings, and there can be no assurance that FPFG will be
successful in consummating such financing transactions in the future or on terms
FPFG would consider to be favorable. If FPFG is unable to arrange new warehouse
lines of credit or other financing sources, FPFG may have to curtail its loan
origination and purchasing activities, which could have a material adverse
effect on FPFG's results of operations and financial condition.

DEPENDENCE ON SECURITIZATION TRANSACTIONS. Since the beginning of fiscal
1995, FPFG has utilized a securitization program that involves the periodic
pooling and sale of its strategic loans. The securitization proceeds have
historically been used to repay borrowings under warehouse facilities, thereby
making such warehouse facilities available to finance the origination and
purchase of additional strategic loans. There can be no assurance that, as
FPFG's volume of loans originated or purchased increases and other new products
available for securitization increases, FPFG will be able to securitize its loan
production efficiently. In addition, the securitization market for many types
of assets is relatively undeveloped and may be more susceptible to market
fluctuations or other adverse changes than more developed capital markets.
Securitization transactions may be affected by a number of factors, some of
which are beyond FPFG's control, including, among other things, conditions in
the securities markets in general, conditions in the asset-backed
securitizations market and the conformity of loan pools to rating agency
requirements and to the extent that monoline insurance is used, the requirements
of such insurers. Adverse changes in the secondary market could impair FPFG's
ability to originate, purchase and sell loans on a favorable or timely basis.
In addition, FPFG's securitizations typically utilize credit enhancements in the
form of financial guaranty insurance policies in order to achieve better credit
ratings. Failure to obtain acceptable rating agency ratings or insurance
company credit enhancements could decrease the efficiency or affect the timing
of future securitizations. FPFG intends to continue public or private
securitizations of its loan pools on a quarterly basis. Any delay in the sale
of a loan pool beyond a quarter-end would substantially reduce and may eliminate
FPFG's gain on sale of loans, net (the "Gain on Sale"), in the given quarter and
would likely result in losses for such quarter being reported by FPFG. If FPFG
were unable to securitize loans due to changes in the secondary market or the
unavailability of credit enhancements, FPFG's growth would be materially
impaired and FPFG's results of operations and financial condition would be
materially adversely affected.

RISKS ASSOCIATED WITH LOANS HELD FOR SALE. In order to increase its
interest income and, therefore, reduce the amount of cash used in FPFG's
operating activities, in the third quarter of fiscal 1996 FPFG began to
implement a

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strategy of maintaining a significant quantity of loans on its balance sheet as
"loans held for sale, net." During fiscal 1994 and 1995, loans were held an
average of one month before their sale. In fiscal 1996, this average holding
period increased to two months. FPFG expects this holding period to increase to
180 days during fiscal 1997, and it could exceed one year thereafter.

The interest rate on loans originated and purchased by FPFG are fixed at
the time FPFG issues a loan commitment. In addition, the interest rates on
FPFG's loans are fixed, and FPFG's loan financing facilities all bear floating
interest rates. See "--Sensitivity to Interest Rates." Accordingly, FPFG's
strategy to increase the dollar amount of loans held for sale and the length of
time such loans are held will significantly increase FPFG's exposure to interest
rate fluctuations and the risks that such fluctuations will result in greater
interest expense under warehouse facilities and reduced Gain on Sale resulting
from a reduced spread between the interest rates charged to borrowers and the
interest rate paid to investors in securitizations. Moreover, in order to
manage this increased risk, FPFG will have to increase its hedging activities,
and there can be no assurance that such hedging activities will be successful in
managing the risk or will not themselves have a material adverse effect on
FPFG's financial condition or results of operations. Further, because FPFG's
warehouse facilities bear interest at variable rates, FPFG has a need for
medium- to long-term, fixed rate financing. As a result, there can be no
assurance that this strategy will not have a material adverse effect on FPFG's
financial condition or results of operations.

SENSITIVITY TO INTEREST RATES

FPFG's profitability may be directly affected by fluctuations in interest
rates. While FPFG monitors interest rates and employs a strategy designed to
hedge some of the risks associated with changes in interest rates, no assurance
can be given that FPFG's results of operations and financial condition will not
be adversely affected during periods of fluctuations in interest rates. FPFG's
interest rate hedging strategy currently includes purchasing put contracts on
treasury securities, selling short treasury securities and maintaining a pre-
funding strategy with respect to its securitizations. Since the interest rates
on FPFG's indebtedness used to fund and acquire loans are variable and the rates
charged on loans FPFG originates and purchases are fixed, increases in the
interest rates after loans are originated and prior to their sale could have a
material adverse effect on FPFG's results of operations and financial condition.
In addition, increases in interest rates prior to sale of the loans may reduce
the Gain on Sale earned by FPFG. The ultimate sale of FPFG's loans will fix the
spread between the interest rates paid by borrowers and the interest rates paid
to investors in securitization transactions (the "Excess Servicing Spread") with
respect to such loans, although increases in interest rates may narrow the
potential spread that existed at the time the loans were originated or purchased
by FPFG. A significant, sustained rise in interest rates could curtail FPFG's
growth opportunities by decreasing the demand for loans at such rates and
increasing market pressure to reduce origination fees or servicing spreads.
FPFG has begun to implement a strategy of maintaining a significant quantity of
loans on its balance sheet, thus increasing the length of time that loans are
held for sale and materially increasing its interest rate risk.

FPFG's investment in the Excess Servicing Receivable (as defined in
"--Excess Servicing Receivable Risks") is also sensitive to interest rates. A
decrease in interest rates could cause an increase in the rate at which
outstanding loans are prepaid, thereby reducing the period of time during which
FPFG receives the Excess Servicing Spread and other servicing income with
respect to such prepaid loans, thereby possibly resulting in accelerated
amortization of the Excess Servicing Receivable. Although an increase in
interest rates may decrease prepayments, such increase may not offset the higher
interest costs of financing the Excess Servicing Receivable. See "--Excess
Servicing Receivable Risks."

CREDIT RISK ASSOCIATED WITH BORROWERS

Many of FPFG's borrowers are consumers who have limited access to consumer
financing for a variety of reasons, including insufficient home equity value
and, in the case of Title I borrowers, unfavorable past credit experience. FPFG
is subject to various risks associated with these borrowers, including, but not
limited to, the risk that borrowers will not satisfy their debt service
payments, including payments of interest and principal, and that the realizable
value of the property securing such loans will not be sufficient to repay the
borrower's obligation to FPFG. The risks associated with FPFG's business
increase during an economic downturn or recession. Such periods may be
accompanied by decreased demand for consumer credit and declining real estate
values. Any material decline in real estate values reduces the ability of
borrowers to use home equity to support borrowings and increases the loan-to-
value ratios of FPFG's existing loans, thereby weakening collateral values and
foreclosures and the frequency and severity of losses generally increase during
economic downturns or recessions. Because FPFG lends to borrowers who may be
credit-impaired, the

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actual rates of delinquencies, foreclosures and losses on such loans could be
higher under adverse economic conditions than those currently experienced in the
consumer finance industry in general. While FPFG is experiencing declining
delinquency rates on its Serviced Loan Portfolio as a whole, delinquency rates
have followed historical trends on a pool-by-pool basis, which trends assume
increased rates of delinquencies over time. However, there can be no assurance
that delinquency rates will not increase beyond historical trends. In addition,
in an economic downturn or recession, FPFG's servicing costs will increase. Any
sustained period of such increased losses could have a material adverse effect
on FPFG's results of operations and financial condition.

CREDIT RISK ASSOCIATED WITH HIGH LTV LOANS

Although FPFG's strategic loans are typically secured by real estate,
because of the relatively high loan-to-value ratio ("LTV") of most of FPFG's
loans, in most cases the collateral of such loans will not be sufficient to
cover the principal amount of the loans in the event of default. FPFG relies
principally on the creditworthiness of the borrower and to a lesser extent on
the underlying collateral for repayment of FPFG's Conventional Loans, and FHA
co-insurance with respect to Title I Loans. Consequently, many of FPFG's loans
equal or exceed the value of the mortgaged properties, in some instances
involving LTVs of up to 125%. With respect to many of FPFG's loans, LTV
determinations are based upon the borrowers' representations as to the value of
the underlying property; accordingly, there can be no assurance that such
represented values accurately reflect prevailing market prices. With respect to
any default, FPFG currently evaluates the cost effectiveness of foreclosing on
the collateral. To the extent that borrowers with high LTVs default on their
loan obligations, FPFG is less likely to use foreclosure as a means to mitigate
its losses. Under these circumstances, losses would be applied to FPFG's
allowances for possible credit losses on loans sold and held for sale, except to
the extent that Title I Program insurance is available. Such absorption, if in
excess of FPFG's allowance for such losses, could have a material adverse effect
on FPFG's financial condition and results of operations, if such losses required
FPFG to record additional provisions for losses on loans sold.

EXCESS SERVICING RECEIVABLE RISKS

ILLIQUIDITY OF THE EXCESS SERVICING RECEIVABLE. When FPFG's loans are
pooled and sold in securitization transactions, FPFG recognizes Gain on Sale,
which constitutes a substantial majority of FPFG's revenues. FPFG records an
asset corresponding to its Gain on Sale (the "Excess Servicing Receivable") on
its balance sheet in an initial amount equal to the present value of the Excess
Servicing Spread it expects to collect over the life of the securitized loans
sold. FPFG is not aware of an active market for this kind of receivable, and no
assurance can be given that the receivable could in fact be sold at its stated
value on the balance sheet, if at all.

In addition, the Gain on Sale is recognized in the period during which
loans are sold, while cash payments are received by FPFG pursuant to its pooling
and servicing agreements and servicing fees are paid to FPFG by the
securitization trustees over the lives of the securitized loans. This
difference in the timing of cash flows could cause a cash shortfall, which may
have a material adverse effect on FPFG's financial condition and results of
operations.

EXCESS SERVICING RECEIVABLE MAY BE OVERSTATED; PROVISION FOR CREDIT LOSSES
MAY BE UNDERSTATED. The calculation of Gain on Sale and the valuation of the
Excess Servicing Receivable are based on certain management estimates relating
to the appropriate discount rate and anticipated average lives of the loans
sold. In order to determine the present value of this excess cash flow, FPFG
currently applies an estimated market discount rate of between 10% and 11% to
the expected pro forma gross cash flow calculated utilizing the weighted average
maturity of the securitized loans, and currently applies a risk free discount
rate of 6.5% to the anticipated losses attendant to this pro forma cash flow
stream. Accordingly, the overall effective discount rate utilized on the cash
flows, net of expected credit losses, is approximately 12.5%. Although FPFG
records the Excess Servicing Receivable and the related reserve on a gross
basis, for purposes of evaluation and comparison, FPFG calculates an average net
discount rate for the net Excess Servicing Receivable. This is calculated by
subtracting the present value of the anticipated losses attributable to loans
being securitized and sold from the present value of the expected stream of
payments to derive the present value of the net Excess Servicing Receivable.
FPFG then determines the average discount rate that equates the expected
payments, net of expected losses, to the value of the Excess Servicing
Receivable, which, with respect to its most recent securitization, is
approximately 12.5%. To estimate the anticipated average lives of the loans
sold in securitization transactions, management estimates prepayment, default
and interest rates on a pool-by-pool basis. If actual experience varies from
management estimates at the time loans are sold, FPFG may be required to write
down the remaining Excess Servicing Receivable through a charge to earnings in
the period of adjustment.

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Prepayment rates and default rates may be affected by a variety of economic
and other factors, including prevailing interest rates and the availability of
alternative financing, most of which are not within FPFG's control. A decrease
in prevailing interest rates could cause prepayments to increase, thereby
requiring a writedown of the Excess Servicing Receivable. Even if actual
prepayment rates occur more slowly and default rates are lower than management's
original estimates, the Excess Servicing Receivable would not increase.

Furthermore, management's estimates of prepayment rates and default rates
are based, in part, on the historical performance of FPFG's Title I Loans. FPFG
is originating an increasing proportion of Conventional Loans, while historical
performance data is based primarily on Title I Loans. In addition, a
significant portion of FPFG's securitized loans sold were very recently
originated or were acquired in bulk purchases. No assurance can be given that
these loans, as with any new loan, will perform in the future in accordance with
FPFG's historical experience. In addition, when FPFG introduces new loan
products it may have little or no historical experience on which it can base its
estimates, and thus its estimates may be less reliable. During the fiscal year
ended September 30, 1996, FPFG increased its provision for credit losses, $2.5
million of which was taken because the default rate for a pool of Bulk Loans
included in FPFG's 1995-2 securitization exceeded the estimates made at the time
of the securitization and the adjustment was in conformity with FPFG's current
estimation methodology. There can be no assurance that FPFG will not be
required in the future to write down its Excess Servicing Receivable in excess
of its provision for credit losses. Any such writedown could have a material
adverse effect on FPFG's financial condition and results of operations.

FINANCING OF THE EXCESS SERVICING RECEIVABLE. FPFG retains significant
amounts of Excess Servicing Receivable on its balance sheet. FPFG currently
does not hedge this asset. FPFG finances its Excess Servicing Receivable with
term-line borrowings under various term lines of credit with lenders
(collectively, the "Term Lines"). Borrowings under the Term Lines bear interest
at floating rates. FPFG, however, cannot reprice its Excess Servicing
Receivable on its balance sheet, which has an expected average life of four to
six years. Therefore, FPFG remains at risk that its financing sources may
increase the interest rates they charge FPFG.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 125 ("FASB 125"), "Accounting
for Transfer and Servicing of Financial Assets and Extinguishment of
Liabilities." FASB 125 addresses the accounting for all types of securitization
transactions, securities lending and repurchase agreements, collateralized
borrowing arrangements and other transactions involving the transfer of
financial assets. FASB 125 distinguishes transfers of financial assets that are
sales from transfers that are secured borrowings. FASB 125 is generally
effective for transactions that occur after December 31, 1996, and it is to be
applied prospectively. FASB 125 will require FPFG to allocate the total cost of
mortgage loans sold to the mortgage loans sold (servicing released), retained
certificates and servicing rights based on their relative values. FPFG will be
required to assess the retained certificates and servicing rights for impairment
based upon the fair value of those rights. The pronouncement also will require
FPFG to provide additional disclosure about the retained certificates in its
securitizations and to account for these assets at fair value in accordance with
Statement of Accounting Standards No. 115 ("FASB 115"), "Accounting for Certain
Investments in Debt and Equity Securities." FPFG will apply the new rules
prospectively beginning in the first calendar quarter of 1997. There can be no
assurance that the implementation by FPFG of FASB 125 will not reduce FPFG's
Gain on Sale of loans in the future or otherwise adversely affect FPFG's results
of operations or financial condition.

ABILITY OF FPFG TO CONTINUE GROWTH STRATEGY; POSSIBLE ADVERSE CONSEQUENCES FROM
RECENT GROWTH

FPFG's ability to continue its growth strategy depends on its ability to
increase the volume of loans it originates and purchases while successfully
managing its growth. This volume increase is, in part, dependent on FPFG's
ability to procure, maintain and manage its increasingly larger warehouse
facilities and lines of credit. In addition to FPFG's financing needs, its
ability to increase its volume of loans will depend on, among other factors, its
ability to (i) offer attractive products to prospective borrowers, (ii) attract
and retain qualified underwriting, servicing and other personnel, (iii) market
its products successfully, especially its new Direct Loan products, (iv)
establish new relationships and maintain existing relationships with independent
correspondent lenders in states where FPFG is currently active and in additional
states and (v) build national brand name recognition. In addition, FPFG has
recently begun to focus resources on the small loan consumer finance industry.
There can be no assurance that FPFG will successfully enter or compete in this
highly competitive segment of the consumer finance industry.

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In light of FPFG's rapid growth, the historical performance of FPFG's
operations, including its underwriting and servicing operations, which were
principally related to origination of Title I Loans, may be of limited relevance
in predicting future performance with respect to Conventional Loans, especially
debt consolidation loans or personal consumer loans. Any credit or other
problems associated with the large number of loans originated in the recent past
may not become apparent until sometime in the future. Consequently, FPFG's
historical results of operations may be of limited relevance to an investor
seeking to predict FPFG's future performance. In addition, purchases of Bulk
Loans require FPFG to rely to a certain extent on the underwriting practices of
the seller of the Bulk Loans. Although FPFG has its own review process when
purchasing Bulk Loans, FPFG occasionally must rely upon the underwriting
standards of the originator, which standards may not be as rigorous as FPFG's.

FPFG's ability to successfully manage its growth as it pursues its growth
strategy will be dependent upon, among other things, its ability to (i) maintain
appropriate procedures, policies and systems to ensure that FPFG's loans have an
acceptable level of credit risk and loss, (ii) satisfy its need for additional
short-term and long-term financing, (iii) manage the costs associated with
expanding its infrastructure, including systems, personnel and facilities, and
(iv) continue operating in competitive, economic, regulatory and judicial
environments that are conducive to FPFG's business activities. FPFG's
requirement for additional operating procedures, personnel and facilities
is expected to continue over the near term. FPFG is absorbing the effects of
the implementation of new computer hardware and software to manage its business
operations, and it plans to continue to procure hardware and software that
require additional corresponding investments in training and education. FPFG's
significant growth has placed substantial new and increased pressures on FPFG's
personnel. There can be no assurance that the addition of new operating
procedures, personnel and facilities together with FPFG's enhanced information
systems, will be sufficient to enable it to meet its current operating needs.
Changes in FPFG's ability to obtain or maintain any or all of these factors or
to successfully manage its growth strategy could have a material adverse effect
on FPFG's operations, profitability and growth.

CONSOLIDATION OF OPERATIONS OF ACQUISITIONS

Since November 1995, FPFG has made numerous acquisitions and intends to
acquire additional companies in the consumer finance industry. FPFG must
successfully integrate the management, marketing, products and systems
associated with its acquisitions if FPFG is to make current or prospective
acquisitions financially successful. In addition, FPFG's strategy of acquiring
personal consumer loan companies involves introducing FPFG's strategic loan
products, which are very different from the type of loans such companies now
originate, into this origination channel. Acquisitions may produce excess costs
and may become significant distractions to management if they are not timely
integrated. There can be no assurance that future acquisition opportunities
will become available, that such future acquisitions can be accomplished on
favorable terms or that such acquisitions, if any, will result in profitable
operations in the future or can be integrated successfully with FPFG's existing
business.

CONCENTRATION OF OPERATIONS IN CALIFORNIA

Approximately 56.3% of the loans in the Serviced Loan Portfolio at
December 31, 1996 were secured by subordinate liens on residential properties
located in California. Consequently, FPFG's results of operations and financial
condition are dependent upon general trends in the California economy and its
residential real estate market. California has experienced an economic slowdown
or recession over the last several years, which has been accompanied by a
sustained decline in the California real estate market. Such a decline may
adversely affect the values of properties securing FPFG's loans, such that the
principal balances of such loans, together with any primary financing on the
mortgaged properties, may further increase LTVs, making FPFG's ability to recoup
losses in the event of a borrower's default extremely unlikely. In addition,
California historically has been vulnerable to certain risks of natural
disasters, such as earthquakes and erosion-caused mudslides, which are not
typically covered by the standard hazard insurance policies maintained by
borrowers. Uninsured disasters may adversely impact borrower's ability to repay
loans made by FPFG, which could have a material adverse effect on FPFG's results
of operations and financial condition.

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COMPETITION

The consumer finance market is highly competitive and fragmented. FPFG
competes with a number of finance companies that provide financing to
individuals who may not qualify for traditional financing. To a lesser extent,
FPFG competes, or will compete, with commercial banks, savings and loan
associations, credit unions, insurance companies and captive finance arms of
major manufacturing companies that currently tend to apply more traditional
lending criteria. In addition, in recent months, several companies have
announced loan programs that will compete directly with FPFG's loan products,
particularly its Conventional Loans. Many of these competitors or potential
competitors are substantially larger and have significantly greater capital and
other resources than FPFG. In fiscal 1995 and 1996, approximately 68.5% and
93.9%, respectively, of FPFG's loans originated (excluding Bulk Loans) were
Correspondent Loans, which are expected to remain a significant part of FPFG's
loan production program. As a purchaser of Correspondent Loans, FPFG is exposed
to fluctuations in the volume and price of Correspondent Loans resulting from
competition from other purchasers of such loans, market conditions and other
factors. In addition, the Federal National Mortgage Association ("Fannie Mae")
has purchased and is expected to continue to purchase significant volumes of
Title I Loans on a whole-loan basis. Purchases by Fannie Mae could be made from
sources from which FPFG also purchases loans. To the extent that purchasers of
loans, such as Fannie Mae, enter or increase their purchasing activities in the
markets in which FPFG purchases loans, competitive pressures may decrease the
availability of loans or increase the price FPFG would have to pay for such
loans, a phenomenon that has occurred with respect to Title I Loans. In
addition, increases in the number of companies seeking to originate loans tends
to lower the rates of interest FPFG can charge borrowers, thereby reducing the
potential value of subsequently earned Gains on Sales of loans. To the extent
that any of these lenders or Fannie Mae significantly expand their activities in
FPFG's market, or to the extent that new competitors enter the market, FPFG's
results of operations and financial condition could be materially adversely
affected.

CONCENTRATION OF CORRESPONDENT LENDERS

Approximately 79.8% and 48.6% of the loans purchased from correspondent
lenders by FPFG during fiscal 1995 and 1996, respectively, were originated
through FPFG's ten largest independent correspondent lenders. FPFG believes
that it is possible for its dependence on a small number of independent
correspondent lenders to continue for the foreseeable future as FPFG focuses
extensively on originating Direct Loans. Correspondent lenders are not
contractually bound to sell loans to FPFG, and, therefore, are able to sell
their loans to others or to undertake securitization programs of their own. To
the extent that FPFG is no longer able to purchase or originate loans from these
significant independent correspondent lenders, this could have a material
adverse effect on FPFG's results of operations and financial condition.

LIMITED OPERATING HISTORY

FPFG was formed in 1994 to combine the operations of FIRSTPLUS Financial
and SFAC. The Combination involved the integration of the operations of two
companies that previously operated independently. Consequently, FPFG has a
limited operating history under its new corporate structure upon which
prospective investors may base an evaluation of its performance.

DELINQUENCIES; RIGHT TO TERMINATE SERVICING; NEGATIVE IMPACT ON CASH FLOW

On December 31, 1996, approximately 66.3% (by dollar volume) of the
Serviced Loan Portfolio consisted of loans securitized by FPFG and sold to
grantor or owner trusts. FPFG's form of pooling and servicing agreement with
each of these trusts provides that the trustee of the related trust may
terminate FPFG's servicing rights if certain delinquency or loss standards are
not met. As of December 31, 1996, none of the pools of securitized loans
exceeded the foregoing delinquency standards and no servicing rights had been
terminated. However, there can be no assurance that delinquency rates with
respect to FPFG-sponsored securitized loan pools will not exceed this rate in
the future and, if exceeded, that servicing rights will not be terminated, which
would have a material adverse effect on FPFG's result of operations and
financial condition.

FPFG's cash flow can also be adversely impacted by high delinquency and
default rates in its grantor and owner trusts. Generally, provisions in the
pooling and servicing agreement have the effect of requiring the
overcollateralization account, which is funded primarily by the excess servicing
on the loans held in the trust, to be increased up to approximately two and on-
half times the level otherwise required when the delinquency and the default
rates exceed various specified limits. The reserve account was fully funded as
of December 31, 1996.

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DEPENDENCE ON TITLE I PROGRAM

A portion of FPFG's business is dependent on the continuation of the
Title I Program, which is federally funded. The Title I Program provides that
qualifying loans are eligible for FHA insurance, although such insurance is
limited. From time to time, legislation has been introduced in both houses of
the Congress that would, among other things, abolish the Department of Housing
and Urban Development ("HUD"), reduce federal spending for housing and community
development activities and eliminate the Title I Program. No assurance can be
given that the Title I Program will continue in existence or that HUD will
continue to receive sufficient funding for the operation of the Title I Program.
Discontinuation of or a significant reduction in the Title I Program or FPFG's
authority to originate or purchase loans under the Title I Program could have a
material adverse effect on FPFG's results of operations and financial condition.

IMPACT OF REGULATION AND LITIGATION

FPFG's business is subject to regulation and licensing under various
federal, state and local statutes and regulations requiring, among other things,
the licensing of lenders, adequate disclosure of loan terms and limitations on
the terms and interest rates of consumer loans, collection policies, creditor
remedies and other trade practices. An adverse change in these laws or
regulations could have an adverse effect on FPFG by, among other things,
limiting the interest and fee income FPFG may generate on existing and
additional loans, limiting the states in which FPFG may operate or restricting
FPFG's ability to realize on the collateral securing its loans.

Members of Congress and government officials have from time to time
suggested the elimination of the mortgage interest deduction for federal income
tax purposes, either entirely or in part, based on borrower income, type of loan
or principal amount. Because many of FPFG's loans are made to borrowers for the
purpose of consolidating consumer debt or financing other consumer needs, the
competitive advantages of tax deductible interest, when compared with
alternative sources of financing, could be eliminated or seriously impaired by
such government action. Accordingly, the reduction or elimination of these tax
benefits could have a material adverse effect on the demand for loans of the
kind offered by FPFG, which could have a material adverse effect on FPFG's
results of operations and financial condition.

Industry participants are frequently named as defendants in litigation
involving alleged violations of federal and state consumer lending laws and
regulations, or other similar laws and regulations, as a result of the consumer-
oriented nature of the industry in which FPFG operates and uncertainties with
respect to the application of various laws and regulations in certain
circumstances. If a significant judgment were rendered against FPFG in
connection with any litigation, it could have a material adverse effect on
FPFG's financial condition and results of operations.

FPFG's loans under the Title I Program are eligible for FHA insurance. The
FHA insures 90% of such loans and certain interest costs, provided that FPFG has
not depleted its loss reserve account established with the FHA and the loans
were properly originated according to FHA regulations. The amount of insurance
coverage in a lender's FHA loss reserve account is equal to 10% of the original
principal amount of all Title I Loans originated and the amount of the reserves
for purchased loans reported for insurance coverage by the lender, less the
amount of all insurance claims approved for payment in connection with losses on
such loans and other adjustments. If at any time claims exceed the loss reserve
balance, the remaining Title I Loans will be uninsured. In addition, the
Title I Program sets loan origination guidelines that must be satisfied by the
lender in connection with the origination of Title I Loans in order for the FHA
to insure those loans. FPFG's failure to comply with such requirements could
result in denial of payment by the FHA. There can be no assurance that losses
will not exceed FPFG's loss reserve account or that FPFG will not be adversely
affected by such defaults. FPFG's Conventional Loans are not insured.

CONCENTRATION OF VOTING CONTROL IN MANAGEMENT

At March 31, 1997, Daniel T. Phillips, FPFG's President, Chief Executive
Officer and Chairman of the Board, and Eric C. Green, FPFG's Chief Financial
Officer, beneficially own or otherwise control an aggregate of approximately
14.2% and 1.6%, respectively, of the outstanding voting FPFG Common Stock.
Therefore, Messrs. Phillips and Green are able to exercise significant influence
with respect to the election of the entire Board of Directors of FPFG (the "FPFG
Board") and all matters submitted to FPFG stockholders. Messrs. Phillips and
Green are also able to significantly influence the direction and future
operations of FPFG, including decisions regarding the issuance of additional
shares of FPFG Common Stock and other securities. In addition, as long as
Messrs. Phillips and Green beneficially own or otherwise control a significant
block of issued and outstanding FPFG Common Stock, it will be

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difficult for third parties to obtain control of FPFG through purchases of FPFG
Common Stock not beneficially owned or otherwise controlled by Messrs. Phillips
and Green.

DEPENDENCE ON KEY PERSONNEL

FPFG is dependent upon the continued services of Daniel T. Phillips or
Eric C. Green and certain of FPFG's other key employees. While FPFG believes
that it could find replacements for its executive officers and key employees,
the loss of their services could have an adverse effect on FPFG's operations.
Each of FPFG's executive officers has entered into an employment agreement with
FPFG.

EVENTS OF DEFAULT UNDER CERTAIN FINANCING FACILITIES

The loss of the services of Daniel T. Phillips as Chief Executive Officer
of FPFG would constitute an event of default under one of FPFG's credit
facilities, which in turn would result in defaults under other indebtedness.
Mr. Phillips has entered into an employment agreement with FPFG.

EFFECT OF CERTAIN ANTITAKEOVER PROVISIONS

Certain provisions of FPFG's Amended and Restated Articles of
Incorporation, as amended (the "FPFG Articles"), and FPFG's Amended and
Restated Bylaws, as amended (the "FPFG Bylaws"), the Nevada General Corporation
Law and the Indenture for the outstanding 7.25% Convertible Subordinated Notes
due 2003 of FPFG (the "Convertible Notes") could delay or frustrate the removal
of incumbent directors and could make difficult a merger, tender offer or proxy
contest involving FPFG, even if such events could be viewed as beneficial by
FPFG's stockholders. For example, the FPFG Articles deny the right of
stockholders to amend the FPFG Bylaws and require advance notice of stockholder
proposals and nominations of directors. FPFG is also subject to provisions of
the NGCL that prohibit a publicly-held Nevada corporation from engaging in a
broad range of business combinations with a person who, together with affiliates
and associates, owns 10% or more of the corporation's outstanding voting shares
(an "interested stockholder") for three years after the person became an
interested stockholder, unless the business combination is approved in a
prescribed manner. In addition, the Indenture for the Convertible Notes
provides that in the event of a "change of control" (as defined therein) holders
of the Convertible Notes have the right to require that FPFG repurchase the
Convertible Notes in whole or in part.

SECURITIES TRADING; POSSIBLE VOLATILITY OF PRICES

The FPFG Common Stock is quoted on the Nasdaq National Market. The market
price for shares of FPFG Common Stock may be significantly affected by such
factors as quarter-to-quarter variations in FPFG's results of operations, news
announcements or changes in general market or industry conditions.

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THE WIB MEETING

GENERAL

This Proxy Statement/Prospectus is being furnished to holders of WIB Common
Shares in connection with the solicitation of proxies by the WIB Board for use
at the WIB Meeting to be held on May 30, 1997, at the offices of Citizens, 18302
Irvine Boulevard, Tustin, California at 12:00 noon (Tustin, California time) and
any adjournments thereof.

This Proxy Statement/Prospectus, the Notice of Special Meeting and the
accompanying form of proxy are first being mailed to shareholders of WIB on or
about April 30, 1997.

PURPOSE OF THE MEETING

At the WIB Meeting, shareholders of WIB will be asked to consider and vote
upon a proposal to approve the Merger Agreement, providing for the Merger of WIA
with and into WIB. From and after the Effective Time, WIB will continue as the
Surviving Corporation and will be a wholly owned subsidiary of FPFG. As a
result of the Merger, each outstanding WIB Common Share, other than shares held
by dissenting shareholders of WIB, will be converted into the right to receive
shares of FPFG Common Stock in the manner described in "The Merger--Conversion
of Shares; Conversion." None of the currently outstanding shares of FPFG Common
Stock will be converted or otherwise changed as a result of the Merger.
Approval of the Merger Agreement by WIB shareholders at the WIB Meeting is among
the conditions to the consummation of the Merger under the terms of the Merger
Agreement.

THE WIB BOARD RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE MERGER AGREEMENT.

VOTING RIGHTS OF WIB SHAREHOLDERS

The WIB Board has fixed April 15, 1997 as the Record Date for the
determination of WIB shareholders entitled to notice of and to vote at the WIB
Meeting. Accordingly, only holders of record of WIB Common Shares at the close
of business on the Record Date will be entitled to vote at the WIB Meeting. At
the close of business on the Record Date, there were outstanding 1,211,156 WIB
Common Shares, each of which is entitled to one vote on each matter properly
submitted to a vote at the WIB Meeting. The affirmative vote of a majority of
the outstanding WIB Common Shares entitled to vote is required to approve the
Merger Agreement.

All proxies will be voted in accordance with the directions of the WIB
shareholder executing such proxy and, to the extent no directions are given,
will be voted "for" approval of the Merger Agreement. Abstentions may be
specified on the proposal to approve the Merger Agreement. Such abstentions
will be considered present and entitled to vote at the WIB Meeting but will not
be counted as votes cast in the affirmative. Abstentions on the proposal to
approve the Merger Agreement will have the effect of a negative vote because
this proposal requires the approval of a majority of the outstanding shares
entitled to vote.

WIB believes that brokers that hold WIB Common Shares in "street" name for
customers do not have the authority to vote those shares with respect to the
approval of the Merger Agreement if they have not received instructions from the
beneficial owner. A failure by brokers to receive instructions from the
beneficial owner to vote those shares will have the same effect as a vote
against the proposal to approve the Merger Agreement. WIB shareholders whose
shares are not registered in their name will need appropriate documentation from
the recordholder to vote personally at the WIB Meeting.

As of the close of business on the Record Date, the directors and executive
officers of WIB held or had the right to vote in the aggregate approximately
31.9% of the outstanding WIB Common Shares, and have advised WIB that they
presently intend to vote their shares in favor of the Merger Agreement.

Each shareholder can vote personally or by proxy; a person acting as a
proxy need not be a shareholder.

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SOLICITATION AND REVOCATION OF PROXIES; QUORUM

The WIB Board is making the solicitation of proxies from its shareholders
under this Proxy Statement/Prospectus. All shares represented by properly
executed proxies will be voted in accordance with the directions on the proxies,
unless such proxies are revoked prior to the vote. FORMS OF PROXY CONTAINING NO
INSTRUCTIONS REGARDING ANY PARTICULAR MATTER SPECIFIED THEREIN WILL BE VOTED FOR
THE APPROVAL OF THE MERGER AND THE PROXIES APPOINTED IN THE PROXY WILL USE THEIR
DISCRETION AS TO ALL OTHER MATTERS PROPERLY BROUGHT BEFORE THE MEETING. The WIB
Board is not aware of other matters which may properly come before the meeting
of its shareholders. If any other matters are properly presented for action at
the WIB Meeting, it is intended that the named proxies will vote in accordance
with their best judgment on such matters. WIB will bear the cost of
solicitation of proxies for the WIB Meeting. In addition to the use of the
mails, proxies may be solicited by telephone by directors and officers and
employees of WIB and their respective subsidiaries who will not be specially
compensated for such services. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the proxy soliciting materials to the
beneficial owners of WIB Common Shares held of record by such persons, and WIB
will reimburse them for their charges and expenses.

Each holder of record of WIB Common Shares on the Record Date will be
entitled to one vote for each share of stock registered in his or her name on
each matter presented to a vote at the WIB Meeting. The presence, in person or
by proxy, of a majority of the outstanding shares of WIB Common Shares entitled
to vote is necessary to constitute a quorum of the shareholders A shareholder
of WIB who executes and returns a proxy has the power to revoke it at any time
before it is voted. The giving of a proxy does not affect a shareholder's
right to attend and vote in person at the WIB Meeting. A shareholder's presence
at a meeting, however, will not in itself revoke the shareholder's proxy. WIB
Common Shares which are present or represented by proxy at the WIB Meeting will
be counted for quorum purposes regardless of whether the holder of the shares or
proxy fails to vote on the Merger Agreement or whether a broker with
discretionary authority fails to exercise its discretionary voting authority.
In addition to any other manner provided by law, a WIB shareholder giving a
proxy pursuant to this solicitation may revoke such proxy by delivering a
written revocation to the Secretary of WIB at 18302 Irvine Boulevard, Suite 300,
Tustin, California 92780. No revocation by written notice, however, will be
effective unless and until such notice is received by the Secretary of WIB prior
to the date of the WIB Meeting or by the inspector of election at the WIB
Meeting prior to the closing of the polls.

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THE MERGER

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN ASPECTS OF THE MERGER. THIS
SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE MERGER AGREEMENT, A COPY OF WHICH IS ATTACHED TO THIS PROXY
STATEMENT/PROSPECTUS AS APPENDIX A AND IS INCORPORATED HEREIN BY REFERENCE. WIB
SHAREHOLDERS ARE URGED TO READ THE MERGER AGREEMENT CAREFULLY.

GENERAL

At the Effective Time, WIA, a wholly-owned subsidiary of FPFG, will be
merged with and into WIB, with WIB being the Surviving Corporation in the
Merger. Following the Merger, WIB will be a wholly-owned subsidiary of FPFG.
Except with respect to shares as to which dissenters' rights have been
exercised, if the Merger Agreement is approved and the Merger becomes effective,
each WIB Common Share outstanding immediately prior to the Effective Time will
be automatically converted into and exchange for the right to receive shares of
FPFG Common Stock based on the Conversion Ratio. See "--Conversion of Shares;
Conversion." Following the Effective Time, FPFG will be the sole shareholder of
WIB. Shares of FPFG Common Stock issued and outstanding immediately before the
Effective Time will remain issued and outstanding immediately after the
Effective Time.

EFFECTIVE TIME

WIB and WIA anticipate filing a Certificate of Approval of Merger with the
Secretary of State of the State of California and Articles of Merger with the
Secretary of State of the State of Nevada, as promptly as possible after the
adoption of the matters to be considered at the WIB Meeting and the satisfaction
or waiver of the conditions contained in the Merger Agreement. See "The
Merger--The Merger Agreement--Conditions to the Merger." The Merger will be
consummated, and the Effective Time will occur, on the date and time of such
filings.

CONVERSION OF SHARES; CONVERSION

The Merger Agreement provides that, upon the Effective Time of the Merger,
each issued and outstanding WIB Common Share, other than shares held by WIB
shareholders who dissent to the Merger, will be converted into the right to
receive shares of FPFG Common Stock. The number of shares of FPFG Common Stock
to be received by each WIB shareholder is determined by dividing the "FPFG
Share Number" by the sum of the number of WIB Common Shares outstanding plus the
number of WIB Common Shares issuable upon the exercise of all Existing Stock
Rights as of the Effective Time (the "Conversion Ratio"). No fractional shares
will be issued, but rather any resulting fractional share will be rounded up to
the next whole number. The "FPFG Share Number" is the number determined by
dividing (i) $24,862,674 by (ii) the average closing price per share of the FPFG
Common Stock on the Nasdaq National Market as reported in THE WALL STREET
JOURNAL for the ten trading days prior to the date that is two calendar days
prior to the Closing of the Merger (the "FMV of the FPFG Common Stock").

Assuming no WIB shareholders dissent from the Merger and assuming a FMV of
the FPFG Common Stock of $28.525 per share (i.e., the FMV of the FPFG Common
Stock had the Closing Date been April 15, 1997), WIB shareholders would have
been entitled to receive an aggregate of approximately 749,600 shares of FPFG
Common Stock at the Effective Time. WIA's common stock outstanding immediately
prior to the Effective Time shall be converted into one share of common stock of
WIB as the Surviving Corporation. The shares of FPFG Common Stock outstanding
immediately prior to the Effective Time will not be changed as a result of the
Merger. All such shares of FPFG Common Stock will remain issued and
outstanding.

Based upon the same assumptions specified in the previous paragraph,
holders of FPFG Common Stock prior to the Effective Time of the Merger, in the
aggregate, will own approximately 97.6% of the outstanding FPFG Common Stock
after giving effect to the Merger, and holders of WIB Common Shares prior to the
Effective Time of the Merger, in the aggregate, will own approximately 2.4% of
the outstanding FPFG Common Stock after giving effect to the Merger.

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BACKGROUND OF AND REASONS FOR THE MERGER

In February 1995, the Board of Directors of Citizens, upon the
recommendation of management, determined that Citizens' portfolio of wholly-
owned Title I Loans should be sold in order to reduce Citizens' level of
participation in the Title I Program, including liabilities associated with the
reserves required to be maintained with HUD respecting such loans. In April
1995, Michael W. McGuire, President and Chief Executive Officer of Citizens, was
contacted by a representative of FPFG expressing FPFG's interest in purchasing
the portfolio. The WIB Board and management were satisfied with the pricing of
the transaction and the ability to retain subservicing responsibilities for the
loans to be sold following their securitization by FPFG. The sale of $86.7
million of Title I Loans to FPFG was completed in June 1995.

During the course of the negotiation and closing of the loan sale
transaction, FPFG and WIB explored ways in which the two companies could work
together more closely in the future. Citizens desired to offer a home equity
loan product with an LTV exceeding 100% of the value of the home securing the
loan and desired to find a purchaser for that product. Working together, FPFG
and Citizens established underwriting and pricing criteria for this loan
program, and in July 1995 Citizens began producing this loan as a complement to
its existing Title I Loan business.

From July 1995 to April 1996, Citizens sold this product to FPFG
exclusively. In April 1996, Citizens began selling this product to other
investors as well. During this period, the new home equity loan products of
Citizens became the primary loan offered by Citizens. In addition to the $86.7
million in Title I Loans sold to FPFG in June 1995, during the second half of
1995 Citizens sold FPFG another $1.6 million in Title I Loans and $21.0 million
in home equity loans, amounting to approximately 45% of Citizens' total loan
production for such period. During 1996, Citizens sold FPFG $61.2 million in
loans, representing 46% of Citizens' loan production. During the first quarter
of 1997, approximately $24.9 million in loans have been sold to FPFG,
representing 64.0% of loan production. Citizens believes that the terms of such
sales have been favorable to Citizens and generally competitive with the terms
available in the secondary market for the product sold to FPFG.

In November 1995, Mr. McGuire met with Daniel T. Phillips, Chairman of the
Board and Chief Executive Officer of FPFG, Eric C. Green, Executive Vice
President and Chief Financial Officer of FPFG, and a representative of Bear,
Stearns & Co. Inc. ("Bear Stearns"), FPFG's investment banker, in Dallas, Texas,
in which the possible benefits of a closer alliance between the two companies
were discussed. At that time, FPFG concluded that pursuing an investment in or
acquisition of WIB or Citizens was not in the best interests of FPFG.

In January 1996, the WIB Board retained Carpenter & Company to negotiate
with parties who had expressed an interest in acquiring or investing in WIB or
Citizens. In connection with these discussions, Carpenter & Company prepared an
information package respecting WIB to be made available to potential investors
and contacted other potential acquirors. Mr. McGuire advised Mr. Phillips and
Mr. Green to contact Carpenter & Company if they were interested in further
review of WIB as a possible acquisition target. While FPFG obtained a copy of
the information package in March 1996, at that time serious discussions between
the parties did not occur. During the period from March 1996 to November 1996,
WIB responded to various indications of interest from potential acquirors and
engaged in extensive negotiations with one party for a sale of WIB for a
combination of cash and stock. These negotiations terminated in November 1996.

During the week of November 18, 1996, Mr. McGuire again met in Dallas with
Mr. Green, Mr. Phillips and a representative of Bear Stearns. At that meeting,
FPFG expressed its interest in discussing the possibility of an acquisition of
WIB or Citizens by FPFG. FPFG indicated that its interest had increased in
acquiring a financial institution, like Citizens, that was not regulated as a
bank holding company under Federal law. On November 25, 1996, a confidentiality
agreement was executed by FPFG and thereafter materials concerning WIB and its
business were forwarded to FPFG for its review. On December 3, 1996, FPFG
presented a letter to WIB indicating its interest in acquiring WIB in a
transaction to be accounted for as a pooling of interests and with the
shareholders of WIB to receive FPFG Common Stock in an amount equivalent to two
times the book value per share of the WIB Common Shares at December 31, 1996, on
a fully diluted basis.

During December 1996 and January 1997, the parties continued discussions
over the material terms of the acquisition, including price, and WIB's desire
not to enter into a letter of intent but to proceed with the negotiation and
execution of a definitive agreement subject to no due diligence contingencies on
the part of FPFG. Representatives of FPFG advised WIB that it would not have
the personnel available to complete due diligence prior to the first week of

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February, in light of commitments related to FPFG's pending public offering of
FPFG Common Stock (which closed during the last week of January 1997). The due
diligence of both parties was concluded in early February and WIB received a
substantially final version of the agreement on or about February 12, 1997, for
consideration by the WIB Board.

On the afternoon of February 13, 1997, WIB received a letter from another
mortgage banking firm expressing an interest in a possible acquisition of
Citizens at a cash price of 1.75 times the book value per share of Citizens as
of the end of the quarter preceding the quarter in which the closing of the
transaction would occur, plus a contingent payment of $7.8 million if 1998
originations by Citizens exceeded $180 million and pre-tax profits exceeded
$5.6 million, and a contingent payment of $11.1 million if 1999 originations by
Citizens exceeded $212 million and pre-tax profits exceeded $6.6 million. The
letter of intent was subject to a number of other significant contingencies,
including a comprehensive due diligence review of Citizens. On February 14,
1997, James T. Capretz, Chairman of the Board of WIB, wrote to the President of
the potential buyer and advised him that Carpenter & Company would be responding
to him shortly on behalf of WIB. That afternoon, Carpenter & Company spoke with
the investment banker for the potential buyer concerning the proposed
transaction, and advised him that WIB was close to concluding a transaction with
another interested party and that any due diligence contingencies to a proposed
transaction by his client would have to be satisfied very quickly for such a
transaction to proceed.

Later that day, the WIB Board held a telephonic meeting to consider the
new proposal. During the meeting, representatives of Carpenter & Company
presented information respecting the potential buyer, its financial resources
and the value of the offer. Mr. McGuire and Carpenter & Company also expressed
their opinion that it was unlikely that the loan volume and net profit
conditions to the contingent payments set forth in the offer could be satisfied
by Citizens. The WIB Board then authorized Carpenter & Company to respond to
the offer. Carpenter & Company attempted to contact the investment banker for
the interested party and the President of the party by telephone, but was unable
to reach them. At the request of the WIB Board, Carpenter & Company then sent a
letter dated February 14, 1997 to the interested party and its investment banker
indicating that a final non-contingent offer for all of the shares of WIB (as
opposed to Citizens), with no contingencies other than shareholder and
regulatory approval, a cash purchase price of $20.00 per share for the WIB
Common Shares and a $2 million cash deposit, would be considered if presented by
5:00 p.m. on Monday, February 17 and that WIB would make its books and records
available for inspection over the weekend of February 15 and February 16. No
immediate response was received to this letter. On Saturday, February 15,
Carpenter & Company and the Chairman of the Board of WIB spoke with the
investment banker and discussed the position of the WIB Board. On Monday,
February 17, Carpenter & Company spoke with the President of the bidder, who was
noncommittal as to his company's continued level of interest. On February 19,
1997, a telephone meeting of the WIB Board was held to consider the Merger and
Merger Agreement presented by FPFG.

At the February 19, 1997 meeting, following the WIB Board's consideration
of all relevant factors and discussion with Carpenter & Company, during which
the WIB Board asked questions related to Carpenter & Company's presentations and
oral opinion concluding the Merger Consideration offered by FPFG, was, as of
such date, fair, from a financial point of view, to the WIB shareholders, the
WIB Board approved the Merger Agreement and authorized its execution, and
recommended approval of the agreement by the WIB shareholders. The Merger
Agreement was then executed and a press release was issued announcing the
proposed Merger on the morning of February 20, 1997.

RECOMMENDATION OF THE WIB BOARD

The WIB Board believes the Merger is in the best interests of WIB's
shareholders and has unanimously approved the Merger Agreement and the
transactions contemplated thereby. THE BOARD OF DIRECTORS OF WIB UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS OF WIB VOTE "FOR" ADOPTION AND APPROVAL OF THE
MERGER AGREEMENT.

The terms of the proposed Merger are the result of arms-length negotiations
between representatives of WIB and representatives of FPFG, culminating in the
signing of the Merger Agreement on February 19, 1997. In arriving at its
decision to approve and recommend the terms of the Merger Agreement, the WIB
Board considered a number of factors, including, but not limited to, the
following:

1. WIB's business, results of operations, financial condition and future
prospects.

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2. FPFG's business, results of operation, financial condition and future
prospects, and the value of the shares of FPFG Common Stock to be
acquired by the shareholders of WIB.

3. Carpenter & Company's presentation to the WIB Board and the opinion of
Carpenter & Company, WIB's financial advisor, that the Merger
consideration was, as of the date of such opinion, fair from a
financial point of view to the holders of WIB Common Shares. See
"--Opinion of WIB's Financial Advisor" and Appendix B.

4. The review by the WIB Board with its legal and financial advisors of
the provisions of the proposed Merger Agreement.

5. The belief of the WIB Board that the terms of the Merger were
attractive in that they would allow WIB shareholders to receive shares
of FPFG Common Stock listed on the Nasdaq National Market, which are
substantially more liquid than the WIB Common Shares, and that receipt
of such shares would generally allow WIB shareholders to defer payment
of taxes on the disposition of their WIB Common Shares until sale of
their shares of FPFG Common Stock received in the Merger. See
"--Certain Federal Income Tax Considerations."

6. The general economic and competitive conditions of the market in which
WIB operates and trends in the consolidation of financial institutions
in that market.

7. Exploring other indications of interest from other potential
acquirors, which, after careful analysis by the WIB Board, were
determined to be less advantageous to the shareholders of WIB than the
Merger.

8. The absence of financing contingencies in connection with the FPFG
offer.

In reaching its determination to approve and recommend the Merger, the WIB
Board did not assign any relative or specific weights to the foregoing factors,
and individual directors may have given different weights to different factors.

Certain members of the WIB Board have interests in the Merger in addition
to their interests as shareholders generally, including certain stock options
held by members of the WIB Board which will be converted into stock options to
acquire shares of FPFG Common Stock as a result of the Merger, and certain
payments to be received by the members of the WIB Board (other than Mr. McGuire)
under the Director Agreements. See "--Interests of Certain Persons in the
Merger."

OPINION OF WIB'S FINANCIAL ADVISOR

Pursuant to an engagement letter dated January 3, 1997 (the "Engagement
Letter"), WIB engaged Carpenter & Company to provide a fairness opinion and
other financial advisory services with respect to the transaction. Carpenter &
Company is an investment banking firm specializing in California financial
institutions, and, as part of its investment banking activities, is regularly
engaged in the valuation of businesses and their securities in connection with
merger transactions and other types of acquisitions, underwritings, private
placements and valuations for corporate and other purposes. WIB selected
Carpenter & Company to render the opinion on the basis of its experience and
expertise in transactions similar to the Merger and its reputation in the
banking and investment communities. No limitations were imposed by WIB on
Carpenter & Company with respect to the investigations made or procedures
followed in rendering its opinion.

At a meeting of the WIB Board on February 19, 1997, Carpenter & Company
delivered its oral opinion that the consideration to be received by the holders
of WIB Common Shares pursuant to the Merger was fair to such shareholders from a
financial point of view, as of the date of such opinion. Carpenter & Company's
oral opinion was subsequently confirmed in writing as of March 26, 1997.

THE FULL TEXT OF CARPENTER & COMPANY'S WRITTEN OPINION TO THE WIB BOARD,
DATED MARCH 26, 1997, WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED,
AND LIMITATIONS OF THE REVIEW, BY CARPENTER & COMPANY, IS ATTACHED HERETO AS
APPENDIX B AND IS INCORPORATED HEREIN BY REFERENCE. THE FOLLOWING SUMMARY OF
CARPENTER &

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COMPANY'S OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF
THE OPINION, WHICH SHOULD BE READ CAREFULLY AND IN ITS ENTIRETY. IN FURNISHING
SUCH OPINION, CARPENTER & COMPANY DOES NOT ADMIT THAT IT IS AN EXPERT WITH
RESPECT TO THE REGISTRATION STATEMENT OF WHICH THIS PROXY STATEMENT/PROSPECTUS
IS A PART WITHIN THE MEANING OF THE TERM "EXPERTS" AS USED IN THE SECURITIES ACT
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. NOR DOES CARPENTER &
COMPANY ADMIT THAT ITS OPINION CONSTITUTES A REPORT OR VALUATION WITHIN THE
MEANING OF SECTION 11 OF THE SECURITIES ACT. CARPENTER & COMPANY'S OPINION IS
DIRECTED TO THE WIB BOARD, COVERS ONLY THE FAIRNESS OF THE CONSIDERATION TO BE
RECEIVED BY HOLDERS OF WIB COMMON SHARES FROM A FINANCIAL POINT OF VIEW AS OF
THE DATE OF THE OPINION AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY HOLDER
OF WIB COMMON SHARES AS TO HOW SUCH SHAREHOLDER SHOULD VOTE AT WIB MEETING.

In connection with its opinion, Carpenter & Company, among other things:
(i) reviewed certain publicly available financial and other data with respect to
WIB and FPFG, including the consolidated financial statements for recent years
and interim periods to December 31, 1996 and certain other relevant financial
and operating data relating to WIB and FPFG made available to Carpenter &
Company from published sources and from the internal records of WIB;
(ii) reviewed the Merger Agreement; (iii) reviewed certain publicly available
information concerning the trading of, and the trading market for WIB Common
Shares and FPFG Common Stock; (iv) compared WIB and FPFG from a financial point
of view with certain other companies in the financial services industry which
Carpenter & Company deemed to be relevant; (v) considered the financial terms,
to the extent publicly available, of selected recent business combinations of
companies in the banking and thrift and loan industries which Carpenter &
Company deemed to be comparable, in whole or in part, to the Merger;
(vi) considered the financial and other terms of recent business combinations
proposals made to WIB by other companies in 1996; (vii) reviewed and discussed
with representative of the management of WIB certain information of a business
and financial nature regarding WIB, furnished to Carpenter & Company by them;
(viii) made inquiries regarding and discussed the Merger and the Merger
Agreement and other matters related thereto with WIB's counsel; and (ix)
performed such other analyses and examinations as Carpenter & Company deemed
appropriate.

In connection with its review, Carpenter & Company did not assume any
obligation independently to verify the foregoing information and relied on such
information being accurate and complete in all material respects. Carpenter &
Company also assumed that there were no material changes in WIB's or FPFG's
assets, financial condition, results of operations, business or prospects since
the respective dates of their last financial statements made available to it.
Carpenter & Company relied on advice of counsel to WIB as to all legal matters
with respect to WIB, the Merger and the Agreement. WIB acknowledged that
Carpenter & Company did not discuss with WIB's independent accountants any
financial reporting matters with respect to WIB, the Merger or the Agreement.
WIB informed Carpenter & Company, and Carpenter & Company assumed, that the
Merger would be accounted for as a pooling of interests under generally accepted
accounting principles. Carpenter & Company assumed that the Merger would be
consummated in a manner that complies in all respects with the applicable
provisions of the Securities Act, the Exchange Act and all other applicable
Federal and state statutes, rules and regulations.

Carpenter & Company assumed that the allowance for loan losses for each of
WIB and FPFG are in the aggregate adequate to cover such losses. In addition,
Carpenter & Company did not assume responsibility for reviewing any individual
credit files, or making an independent evaluation, appraisal or physical
inspection of any of the assets or liabilities (contingent or otherwise) of WIB
or FPFG, nor was Carpenter & Company furnished with any such appraisals.
Finally, Carpenter & Company's opinion was based on economic, monetary and
market and other conditions as in effect on, and the information made available
to Carpenter & Company as of the date of the opinion. Accordingly, although
subsequent developments may affect Carpenter & Company's opinion, it has not
assumed any obligation to update, revise or reaffirm such opinion.

Set forth below is a brief summary of Carpenter & Company's analysis in
connection with its opinion.

ANALYSIS OF SELECTED MERGER TRANSACTIONS. Carpenter & Company reviewed
public transactions involving acquisitions of thrift and loan companies since
January 1, 1992. Because the number of publicly reported acquisitions of thrift
and loans consisted of a small number of transactions, Carpenter & Company also
reviewed the consideration paid in recently announced transactions whereby
certain banks of various sizes were acquired. Specifically, Carpenter & Company
reviewed five transactions involving the acquisition of thrift and loans since
1992 and two transactions involving the acquisition of thrift and loan companies
in 1996, 101 transactions involving acquisitions of banks based in California
announced since January 1, 1992 (the "California Bank Acquisitions"), and 58
acquisitions of banks based in California with total assets of less than $200
million since the same date (the "Small Bank Acquisitions"). Carpenter &
Company

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further analyzed 16 transactions in 1996 involving California banks under $200
million (the "1996 Small Bank Acquisitions"). For each institution acquired or
to be acquired in such transactions, Carpenter & Company analyzed data
illustrating, among other things, the ratio of the premium (i.e., purchase price
in excess of tangible book value) to core deposits, purchase price to tangible
book value and purchase price to last 12 months' ("LTM") earnings.

The two thrift and loan company transactions during 1996 considered were
the acquisition of California Thrift and Loan by Bayview Federal Bank (the "CTL
Acquisition") and the acquisition of Town and Country Finance by Capital Corp of
the West (the "Town and Country Acquisition"). The figures for the CTL
Acquisition and the Town and Country Acquisition produced, respectively: (i)
percentage of premium to core deposits of 6.1% and 9.4% (ii) multiple of
purchase price to tangible book value of 130% and 157% and (iii) multiple of
purchase to LTM earnings of 11.4x and 9.1x. The figures for the California Bank
Acquisitions, Small Bank Acquisitions, and 1996 Small Acquisitions produced,
respectively: (i) median percentage of premium to core deposits of 6.3%, 6.2%,
and 7.5%; (ii) median multiple of purchase price to tangible book value of
163.1%, 147.4% and 168.6%; and (iii) median multiple of purchase price to LTM
earnings of 17.5x, 19.4x and 15.4x, respectively. In view of the wide range of
WIB earnings over the last three years, in addition to considering the price as
a multiple of WIB's LTM earnings, Carpenter & Company also reviewed the price
as a multiple to the average of earnings for each of those years, a normalized
annual earnings rate of $1,294,783. In comparison, based upon an assumed
purchase price of $17.65 for each WIB Common Share, Carpenter & Company
determined that the consideration to be received by the holders of WIB Common
Shares in the Merger represented a percentage of premium to core deposits of
11.6%, a multiple of price to tangible book value of 200.0%, a multiple of price
to WIB's year end 1996 earnings of 9.0x, and a multiple of price to WIB's
normalized three-year earnings of 19.2x.

No other company or transactions used in the above analysis, as a
comparison, is identical to WIB or the Merger. Accordingly, an analysis of the
results of the foregoing is not mathematical; rather, it involves complex
considerations and judgments concerning differences in financial and operating
characteristics of the companies and other factors that could affect the public
trading value and the announced acquisition prices of the companies to which WIB
and the Merger are being compared.

CONTRIBUTION ANALYSIS. Carpenter & Company analyzed the contribution of
each of WIB and FPFG to, among other things, total tangible common equity,
assets, LTM net income, and gross loans of the pro forma combined companies.
For purposes of this analysis, because the growth of FPFG made utilization of
LTM earnings for FPFG in the combination analysis inappropriate, the income
attributed to FPFG was based upon an annualization of its December 31, 1996
quarter. Similarly, the FPFG balance sheet utilized was for the period ending
January 31, 1997, which gave effect to FPFG's recent stock offering. For WIB,
the balance sheet for the period ending December 31, 1996 was used, and the
income statement for the calendar year 1996 and the normalized average for the
three years ending December 31, 1996 (as calculated above) were both used for
comparative purposes. This analysis showed, among other things, that based on
pro forma combined balance sheets for WIB and FPFG as defined above, WIB would
have contributed 4.1% of shareholders' equity, 8.1% of assets, and 4.5% of
loans. Pro forma income statements as defined above indicated that WIB would
have contributed 3.6% of the net income of the pro forma combined companies
based on 1996 earnings by WIB, and 1.7% of combined pro-forma earnings giving
effect to a three-year average for WIB earnings. Based upon analysis assuming a
FMV of the FPFG Common Stock of $32.00 and, therefore, a Conversion Ratio in the
Merger of .5517 a share of FPFG Common Stock for each WIB Common Share, holders
of WIB Common Shares would own approximately 1.9% of the combined companies
based on fully diluted shares outstanding on the date of the opinion.

The summary set forth above does not purport to be a complete description
of the presentation by Carpenter & Company to the WIB Board or of the analysis
performed by Carpenter & Company. The preparation of a fairness opinion is not
necessarily susceptible to partial analysis or summary description. Carpenter &
Company believes that its analyses and the summary set forth above must be
considered as a whole and that selecting a portion of its analyses and factors,
without considering all analyses and factors, would create an incomplete view of
the process underlying the analyses set forth in its presentation to the WIB
Board. In addition, Carpenter & Company may have given various analyses more or
less weight than other analyses, so that the ranges of valuations resulting from
any particular analysis described above should not be taken to be Carpenter &
Company's view of the actual value of WIB or the combined companies. The fact
that any specific analysis has been referred to in the summary above is not
meant to indicate that such analysis was given greater weight than any other
analysis.

In performing its analyses, Carpenter & Company made numerous assumptions
with respect to industry performance, general business and economic conditions
and other matters, many of which are beyond the control of WIB

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or FPFG. The analyses performed by Carpenter & Company are not necessarily
indicative of actual values or actual future results, which may be significantly
more or less favorable than suggested by such analyses. Such analyses were
prepared solely as part of Carpenter & Company's analysis of the fairness of the
consideration to be received by the holders of WIB Common Shares in the Merger
and were provided to the WIB Board in connection with the delivery of Carpenter
& Company's opinion. The analyses do not purport to be appraisals or to reflect
the prices at which a company might actually be sold or the prices at which any
securities may trade at the present time or any time in the future. The
forecasts utilized by Carpenter & Company in certain of its analyses are based
on numerous variables and assumptions which are inherently unpredictable and
must be considered not certain of occurrence as projected, Accordingly, actual
results could vary significantly from those contemplated in such forecasts.

Pursuant to the Engagement Letter, WIB will pay Carpenter & Company a
transaction fee in connection with the Merger, a substantial portion of which is
contingent upon the consummation of the Merger. Under the terms of the
Engagement Letter, WIB will pay Carpenter & Company a transaction fee equal to
1% of the aggregate purchase price paid in the transaction, less $50,000
previously paid to Carpenter & Company. WIB has also agreed to reimburse
Carpenter & Company for its reasonable out-of-pocket expenses. WIB has agreed
to indemnify Carpenter & Company, its affiliates, and their respective partners,
directors, officers, agents, consultants, employees and other controlling
persons against certain liabilities.

THE MERGER AGREEMENT

REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains
representations and warranties by WIB relating to, among other things, (a)
proper organization of WIB, proper organization of its subsidiaries and similar
corporate matters; (b) the capital structures of WIB and each of its
subsidiaries; (c) the authorization, performance and enforceability of the
Merger Agreement; (d) the absence of violations of WIB's governing instruments
and applicable laws and agreements; (e) governmental authorizations required to
effect the Merger; (f) the absence of claims and litigation against WIB and its
subsidiaries; (g) compliance by WIB and its subsidiaries with applicable laws;
(h) absence of material adverse changes on WIB; (i) compliance by WIB and its
subsidiaries with applicable environmental laws and regulations; (j) WIB Board
recommendations; (k) intellectual property rights and other intangible personal
property; (l) disclosures in the Merger Agreement by WIB not being misleading;
(m) preparation by WIB of audited financial statements in accordance with
generally accepted accounting principles ("GAAP") for the periods covered;
(n) the absence of undisclosed liabilities by WIB; (o) WIB's taxes and tax
matters; (p) WIB's loan practices; (q) WIB's interests in real property; (r)
WIB's material contracts and the absence of any breach of or default under any
such contract; (s) WIB's employee benefit plans; (t) WIB's insurance; and
(u) WIB's compensation of its officers, directors, and employees.

The Merger Agreement also contains representations and warranties by FPFG
relating to, among other things, (a) proper organization of FPFG; (b) the
authorization, performance and enforceability of the Merger Agreement; (c) the
compliance in all material respects with applicable requirements of the Exchange
Act of certain filings made by FPFG with the Commission; (d) the absence of a
litigation except as described in such documents filed with the Commission; and
(e) governmental authorizations required to effect the Merger.

CONDUCT OF BUSINESS PRIOR TO THE MERGER. WIB has agreed that, prior to the
Merger, it and its subsidiaries will conduct their operations only in the
ordinary course of business, except as contemplated by the Merger Agreement. WIB
has agreed that, prior to the Merger, WIB will and will cause each of its
subsidiaries to (i) extend credit in accordance with existing lending policies,
except that neither the WIB nor any subsidiary shall, without the prior written
consent of FPFG (A) make any extensions of credit aggregating in excess of
$200,000 to a person or entity that is not a borrower as of the date of the
execution of the Merger Agreement (except for loans which CIT Group/Consumer
Finance, Inc. has committed to purchase prior to their approval by Citizens) or
(B) engage in any loan transaction or series of contemporaneous loan
transactions involving an aggregate of more than $200,000 with any borrower who
has aggregate extensions of credit in excess of $200,000 as of the date of the
consummation of the Merger; (ii) not authorize or incur any long-term debt;
(iii) not mortgage, pledge or subject to lien or other encumbrance any of its
properties, except in the ordinary course of business; (iv) not enter into any
material agreement, contract or commitment in excess of $50,000 except banking
transactions and treasury investments in debt securities in the ordinary course
of business; (v) not make any investments except investments made in the
ordinary course of business, in accordance with past practice; (vi) not amend or
terminate any employee benefit plan except as required by law; (vii) not make
any contributions to any employee benefit plan except as required by the terms
of such plan in effect as of the date of the Merger Agreement; (viii) not
declare, set aside, make or pay any dividend or other distribution with respect
to WIB's capital stock; (ix) not redeem,

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purchase or otherwise acquire, directly or indirectly, any of the capital stock
of WIB; (x) not increase the compensation of any officers, directors or
executive employees, except pursuant to existing compensation plans and
practices (including bonus plans); (xi) not sell or otherwise dispose of any
shares of the capital stock of any subsidiary; (xii) not sell or dispose of any
of its assets or properties other than in the ordinary course of business;
(xiii) not issue any equity interests in WIB other than pursuant to the exercise
of Existing Stock Rights; (xiv) not issue or create any warrants, obligations,
subscriptions, options, convertible securities, or other commitments under which
any additional equity interests in WIB's or a subsidiary's capital stock may be
authorized, issued or transferred from treasury; or (xv) not amend or otherwise
change its articles of incorporation; and (xvi) not acquire any capital stock or
other equity securities or acquisition of any equity or ownership interest in
any bank, corporation, partnership or other entity, except (A) through
settlement of indebtedness, foreclosure, or the exercise of creditors' remedies
or (B) in a fiduciary capacity, the ownership of which does not expose it to any
liability from the business, operations or liabilities of such person.

CERTAIN COVENANTS OF WIB AND FPFG. Each of FPFG and WIB have agreed to:
(i) except as required by law, consult with the other party prior to making any
press release or other public announcement regarding the Merger and any matters
contained in the Merger Agreement; (ii) use reasonable, good faith efforts to
take all necessary actions or cause to be done all things necessary to
consummate the transactions contemplated by the Merger Agreement as soon as
practicable including seeking or making all required filings, orders, consents
or authorizations required under applicable law or consents from any
governmental bodies or parties to any material contracts and to refrain from any
action that would materially impair the likelihood of the consummation of the
transaction contemplated by the Merger Agreement or take any action that may
materially and adversely affect the obtaining of any consent, waiver,
authorization or approval; (iii) not take any actions which could prevent the
Merger from qualifying for "pooling-of-interests" accounting treatment or to be
treated as a tax-free "reorganization" for Federal income tax purposes; (iv)
cooperate and use all reasonable efforts to defend against any claim, action,
suit, investigation or other proceeding; (v) promptly notify the other of the
occurrence of any event that renders any of the representations or warranties of
such party set forth in the Merger Agreement materially inaccurate, the
awareness of such party that any representation or warranty of such party set
forth in the Merger Agreement was not accurate in all material respects when
made or the failure of such party to comply with or accomplish any of the
covenants or agreements of such party set forth in the Merger Agreement in any
material respect.

ADDITIONAL COVENANTS OF WIB: WIB has also agreed to (i) continue in force
its and each subsidiary's existing insurance policies or replace them with new
policies providing substantially the same coverage and rates; (ii) maintain in
full force and effect all permits, licenses and authorizations which are
material to the condition (financial and otherwise) of assets, liabilities,
properties, business and results of operations of WIB and its subsidiaries;
(iii) cause Michael W. McGuire to enter into an amendment to the McGuire
Employment Agreement, effective as of the Effective Time; (iv) cause the
directors of WIB and its subsidiaries to execute and deliver to FPFG his or her
resignation from all directorships with WIB and its subsidiaries, effective as
of the Effective Time (the "Resignations"); (v) cause each of WIB's non-employee
directors (other than Mr. McGuire) to execute and deliver to FPFG the Directors
Agreements.

ADDITIONAL COVENANTS OF FPFG. FPFG has also agreed, among other things,
that it will (i) file an application with the Nasdaq National Market to list the
shares of FPFG Common Stock to be issued pursuant to the Merger and shall use
its best efforts to cause such application to be approved prior to the Closing
Date and to comply in all material respects with the requirements of the Nasdaq
National Market; (ii) prepare and file with the SEC as soon as practicable the
Registration Statement; and (iii) take any action required to be taken under
applicable "blue sky" or state securities laws in connection with the issuance
of the FPFG Common Stock pursuant to the Merger.

NO SOLICITATION BY WIB. During the term of the Merger Agreement, WIB has
agreed that it will not, and shall cause WIB's officers, directors and
affiliates and Carpenter & Company not to, take any action which could impede or
adversely effect the likelihood of the consummation of the transactions
contemplated by the Merger Agreement, or otherwise directly or indirectly make,
solicit, initiate, participate in or otherwise encourage the submission of any
proposal or offer from any person (including, without limitation, any of the
managers, officers, or employees of WIB or any of its subsidiaries) relating to
any liquidation, dissolution, recapitalization, reorganization, merger,
consolidation or the acquisition of all or a material portion of the assets of,
or any equity interest in, WIB or any of its subsidiaries or any other similar
transaction or business combination involving WIB or any of its subsidiaries
(an "Alternative Transaction"), other than the Merger and shall not, and shall
cause WIB's officers, directors and affiliates and Carpenter & Company not to,
directly or indirectly, participate in any negotiations or discussions
regarding, or furnish any information with respect to, or otherwise cooperate in
any way in connection with, or assist or participate in, facilitate or
encourage, any

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effort or attempt to effect or seek to effect, any Alternative Transaction with
or involving any person other than FPFG or an affiliate of FPFG; PROVIDED,
HOWEVER, that the actions prohibited above shall be subject to any action taken
by the WIB Board in the exercise of its good faith judgment as to its fiduciary
duties to the shareholders of WIB, which judgment is based upon the advice of
independent counsel that a failure of the WIB Board to take such action might
reasonably constitute a breach of its fiduciary duties to the shareholders of
WIB.

CONDITIONS TO THE MERGER. Consummation of the Merger is subject to certain
conditions, including: (a) the approval of the Merger Agreement by the
affirmative vote of the holders of a majority of the WIB Common Shares entitled
to vote thereon; (b) the effectiveness of the Registration Statement of which
this Proxy Statement/Prospectus forms a part; (c) the Registration Statement not
being subject to any stop order, and no action, suit, proceeding or
investigation by the Commission to suspend the effectiveness of the Registration
Statement having been initiated and be continuing, or having been threatened or
be unresolved; (d) approval of the Merger by the FDIC and the DOC; (e) receipt
by WIB of an opinion of KPMG Peat Marwick LLP dated as of the Effective Time as
to the tax-free nature of the Merger for Federal income tax purposes; (f)
receipt by FPFG of a letter from Ernst & Young LLP to the effect that the Merger
will qualify for "pooling-of-interests" accounting treatment; (g) the absence of
any injunction law, order, writ, or decree of any governmental body of competent
jurisdiction, legal restraint or instituted or threatened legal proceeding
prohibiting consummation of the Merger; (h) receipt by FPFG of duly executed
copies of the agreements from holders of Existing Stock Rights agreeing to the
treatment of their options as described in the Merger Agreement; (i) holders of
no more than 9.9% of the outstanding WIB Common Shares shall have elected to
exercise appraisal rights pursuant to the CCC; and (j) certain other customary
closing conditions. There can be no assurance as to when and if the conditions
to consummation of the Merger will be satisfied (or, where permissible, waived)
or that the Merger will be consummated. See "--Listing," "--Interests of
Certain Persons in the Merger" and "--Governmental and "Regulatory Approvals."

AMENDMENT OF MERGER AGREEMENT. The Merger Agreement may be amended by the
parties thereto, pursuant to action taken by their respective boards of
directors or pursuant to authority delegated by their respective boards of
directors, at any time before or after approval of the Merger Agreement by WIB's
shareholders; PROVIDED HOWEVER that, after the Merger Agreement is approved by
WIB's shareholders, pursuant to the CCC, no amendment can be made to the Merger
Agreement that changes in a manner materially adverse to WIB's shareholders the
consideration to be received by WIB's shareholders in the Merger.

EXTENSION; WAIVER. Prior to the Effective Time, FPFG and WIB, may, to the
extent legally allowed (i) extend the time for the performance of any of the
obligations or other acts required of the other party contained in the Merger
Agreement or (ii) waive compliance by the other party of any of its agreements
or conditions contained in the Merger Agreement.

TERMINATION. The Merger Agreement may be terminated by FPFG or WIB any
time prior to the Effective Time if (i) any of the conditions precedent to such
party's obligation to close stated in the Merger Agreement have not been
fulfilled or waived by the scheduled Closing Date; (ii) the Closing shall not
have taken place by September 30, 1997; PROVIDED, HOWEVER, that neither party
shall be entitled to so terminate the Merger Agreement if such party is in
material breach of the Merger Agreement at such time; (iii) at the WIB Meeting
(including any adjournments thereof), the Merger Agreement and the Merger shall
fail to be approved and adopted by WIB's shareholders in accordance with the CCC
and the WIB Articles.

FPFG may terminate the Merger Agreement if (i) the WIB Meeting has not been
held and the Merger approved by WIB's shareholders by May 30, 1997, unless
delayed by circumstances beyond the reasonable control of WIB; (ii) the WIB
Board fails to recommend prior to the WIB Meeting or withdraws, modifies or
changes its recommendations of the Merger Agreement or the Merger (other than
pursuant to a termination of the Merger Agreement as otherwise permitted under
the Merger Agreement) in a manner adverse to FPFG or shall have resolved to do
any of the foregoing; (iii) if the WIB Board shall have recommended to the
shareholders of WIB an Alternative Transaction or shall have resolved to do so;
(iv) a tender offer or exchange offer for 20% or more of the outstanding shares
of WIB is commenced, and the WIB Board recommends that shareholders tender their
shares in such tender or exchange offer; or (v) any person shall have acquired
after the date of the Merger Agreement beneficial ownership or the right to
acquire beneficial ownership of, or any "group" (as such term is defined under
Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated
thereunder) shall have been formed which beneficially owns, or has the right to
acquire beneficial ownership of, more than 20% of the then outstanding shares of
WIB or shares representing 20% or more of the outstanding voting power of WIB.
FPFG may also terminate the Merger Agreement if there has been any
misrepresentation or breach of

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or failure to satisfy timely on the part of WIB of any condition or any
warranty, representation or agreement contained in the Merger Agreement, if such
breach or failure is not cured within ten days after receipt of notice from
FPFG. Notwithstanding the foregoing, FPFG shall not be entitled to terminate
the Merger Agreement by reason of (a) any misrepresentation or breach of, or
failure to cure any misrepresentation or breach of, any warranty or
representation made by WIB or (b) any breach of, or failure to comply with, any
covenant or agreement of WIB contained in the Merger Agreement, if WIB has
provided FPFG with written notice of such breach or failure prior to the
Closing, has used its best efforts to cure such breach or failure promptly and
in any event within any cure period provided under the Merger Agreement and FPFG
has not elected to terminate the Merger Agreement within 15 days of the later
to occur of (A) receipt by FPFG of notice of such breach or failure and (B) the
end of any applicable cure period respecting such breach or failure;

WIB may terminate the Merger Agreement if WIB, based upon the fiduciary
obligation of the WIB Board under applicable law, after taking into account in
good faith the advice of independent counsel with respect thereto, enters into
an Alternative Transaction. WIB also may terminate the Merger Agreement if
there has been any misrepresentation or breach of or failure to satisfy timely
on the part of FPFG of any condition or any warranty, representation or
agreement contained in the Merger Agreement, if such breach or failure is not
cured within ten days after receipt of notice from WIB. Notwithstanding the
foregoing, WIB shall not be entitled to terminate the Merger Agreement by reason
of (a) any misrepresentation or breach of, or failure to cure any
misrepresentation or breach of, any warranty or representation made by FPFG or
(b) any breach of, or failure to comply with, any covenant or agreement of FPFG
contained in the Merger Agreement, if FPFG has provided WIB with written notice
of such breach or failure prior to the Closing, has used its best efforts to
cure such breach or failure promptly and in any event within any cure period
provided under the Merger Agreement and WIB has not elected to terminate the
Merger Agreement within 15 days of the later to occur of (A) receipt by WIB of
notice of such breach or failure and (B) the end of any applicable cure period
respecting such breach or failure.

FEES; EXPENSES; TERMINATION FEE. Except as described below, all fees and
expenses incurred by the parties shall be borne solely and entirely by the party
that incurred such expenses.

WIB shall pay to FPFG, in same day funds, the aggregate amount of all
expenses incurred by FPFG and its affiliates in connection with the Merger
Agreement and the transactions contemplated therein (including fees and expenses
of counsel, accountants and financial advisors, the "FPFG Expense
Reimbursement") if any of the following events shall have occurred and there
shall be no material breach of the Merger Agreement continuing by FPFG: FPFG
shall have terminated the Merger Agreement in accordance with the terms of
Section 9.1(a), Section 9.1(d), Section 9.1(e), Section 9.1(f) or Section 9.1(g)
of the Merger Agreement. Notwithstanding the foregoing, the FPFG Expense
Reimbursement shall be payable by WIB upon a termination by FPFG pursuant to
Section 9.1(a) of the Merger Agreement only if FPFG terminates due to a breach
of the Merger Agreement by WIB of a representation, warranty or covenant of WIB
in the Merger Agreement or a covenant of WIB in the Merger Agreement, or due to
a failure of the conditions to consummation set forth in Section 8.3, Section
8.4, Section 8.7, Section 8.11, Section 8.12, Section 8.13, Section 8.14,
Section 8.15, Section 8.16 or Section 8.17 of the Merger Agreement. Please see
the referenced sections of the Merger Agreement, which is attached hereto as
Appendix A, for a complete description of the contents of such sections.

FPFG shall pay to WIB, in same day funds, the aggregate amount of all
expenses incurred by WIB and its affiliates in connection with the Merger
Agreement and the transactions contemplated therein (including fees and expenses
of counsel, accountants and financial advisors incurred by WIB, the "WIB Expense
Reimbursement") if any of the following events shall have occurred and there
shall be no material breach of the Merger Agreement continuing by WIB. WIB
shall have terminated the Merger Agreement due to the failure of FPFG to receive
approval of the Merger from the FDIC or the DOC on or before September 30, 1997
or in accordance with Section 9.1(b) of the Merger Agreement. Notwithstanding
the foregoing, the WIB Expense Reimbursement shall be payable by FPFG upon a
termination by WIB pursuant to Section 9.1(b) only if WIB terminates due to a
breach of the Merger Agreement by FPFG of a representation, warranty or covenant
of FPFG contained in the Merger Agreement, or due to a failure of the conditions
to consummation set forth in Section 7.3, Section 7.4 or Section 7.6 of the
Merger Agreement. Please see the referenced sections of the Merger Agreement,
which is attached hereto as Appendix A, for a complete description of the
contents of such sections.

In addition to the FPFG Expense Reimbursement, WIB shall pay to FPFG, in
same day funds, a Termination Fee of $1,500,000 upon demand, if : (i) the
Merger Agreement shall have been terminated; (ii) there shall be no material
breach of the Merger Agreement by FPFG continuing at the time of such
termination; (iii) (A) WIB shall have willfully breached the representations,
warranties, covenants or conditions contained in the Merger Agreement or the
other

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agreements executed in connection therewith, or (B) such termination was by FPFG
pursuant to Section 9.1(d), Section 9.1(f), or Section 9.1(g), or (C) such
termination was by WIB pursuant to Section 9.1(e) or due to a failure of the
condition to consummation set forth in Section 7.11; and (iv) WIB shall have
entered into an agreement with respect to an Alternative Transaction on or prior
to June 1, 1998, the WIB shareholders shall fail to approve the Merger and shall
approve an Alternative Transaction on or prior to June 1, 1998, or, on or prior
to June 1, 1998, WIB shareholders shall receive a proposal for an Alternative
Transaction and such proposal shall result in a party unaffiliated with WIB
acquiring a majority of the voting power of WIB. Please see the referenced
sections of the Merger Agreement, which is attached hereto as Appendix A, for a
complete description of the contents of such sections.

LISTING. The Merger Agreement provides that FPFG will use its best efforts
to cause the FPFG Common Stock to be issued in the Merger to be approved for
quotation on the Nasdaq National Market prior to the Effective Time. Such
listing is also a condition precedent to consummation of the Merger. FPFG
anticipates that it will file a listing application with the Nasdaq National
Market relating to the issuance by FPFG of the Merger Consideration prior to the
WIB Meeting.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

In considering recommendation of the WIB Board with respect to the Merger,
shareholders should be aware that certain directors, officers and employees of
WIB have an interest in the consummation of the Merger, as described below. The
WIB Board was aware of these interests, and considered them, among other
matters, in approving the Merger Agreement and the transactions contemplated
thereby.

INTERESTS AS SHAREHOLDERS. At April 15, 1997, eight directors and
executive officers of WIB held or had the right to vote, in the aggregate,
386,688 shares, or 31.9%, of the outstanding WIB Common Shares entitled to vote
at the WIB Meeting.

STOCK OPTION PLANS. WIB utilizes stock options and other stock-related
incentive programs in order to attract and retain personnel. It currently
maintains a non-qualified 1982 Stock Option Plan (the "1982 Stock Option Plan")
and a 1994 Stock Option and Incentive Plan (the "1994 Stock Option Plan"). At
April 15, 1997, a total of 197,136 shares were the subject of awards under such
plans, of which 195,711 were held by the directors and executive officers of WIB
as a group. See "Security Ownership of Certain Beneficial Owners and Management
of WIB." These plans are intended to provide added incentive to directors,
officers and key employees. All options pursuant to such plans granted are at
an exercise price of at least the fair market value of WIB Common Shares on the
date of grant. No options have been granted to executive officers or directors
since 1992. All outstanding stock options provide for an immediate acceleration
of the vesting period upon certain events constituting a change in control. The
Merger will constitute a change in control for purposes of all options.

Under the Merger Agreement, each holder of an Existing Stock Right shall
enter into an agreement under which such Existing Stock Right shall be
substituted for a non-qualified stock option to be granted under FPFG's stock
option plan. The New Options shall have vesting terms and conditions matching
those contained in the Existing Stock Rights, provided that the periodic vesting
schedules set forth in the Existing Stock Rights shall be accelerated as a
result of the Merger so as to make such options immediately exercisable, and all
holders of the New Options shall have a period of not less than one year
following termination of their employment or other service with WIB or Citizens
in which to exercise the New Options. Each New Option will evidence the right
to purchase the number of shares of FPFG Common Stock equal to the product
(rounded up or down to the next whole share) of (i) the number of shares of WIB
Common Shares covered by the Existing Stock Right immediately prior to the
Effective Time multiplied by (ii) the Conversion Ratio. The exercise price
shall also be proportionately adjusted. The delivery of executed agreements
from the holders of Existing Stock Rights, agreeing to such treatment, is a
condition precedent to consummation of the Merger.

EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN. On December 29, 1994, the WIB
Board adopted the Western Interstate Bancorp Employee Stock Ownership and
Savings Plan (the "KSOP") which amended and restated the prior Employee Stock
Ownership Plan dated as of January 1, 1988, and amended as of January 1, 1994,
and the Citizens Thrift & Loan Association Profit Sharing and Employees' Savings
Plan of January 1, 1986, amended and restated as of January 1, 1987. The KSOP
encompasses both an employee stock ownership plan (the "ESOP"), under which
contributions by WIB and Citizens are used to purchase WIB Common Shares, and a
deferred compensation element

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under Section 401(k) of the Internal Revenue Code, under which participants may
defer current compensation and invest the deferred compensation as provided in
the plan (the "Savings Plan").

The WIB Board determines contributions to the ESOP in the form of either
WIB Common Shares or cash, which must be used within a reasonable period after
the date of contribution primarily to purchase WIB Common Shares. Under the
Savings Plan, participants may reduce their salary by up to a maximum of 15% a
year, subject to an annual limit ($9,500 for 1996). Subject to certain
limitations, WIB may also make contributions to the salary reduction accounts of
the participants. While all employee contributions are immediately invested,
contributions by WIB to the ESOP vest 100% after five years and contributions to
the Savings Plan vest 20% after three years, 40% after four years and 100% after
five years.

No contributions to the KSOP were made by the WIB Board for 1996 and 1995.
A contribution of $370,594 was made in 1994. The KSOP acquired 7,866 and 52,000
shares of WIB Common Shares during 1996 and 1995, respectively. At April 15,
1997, the KSOP owned 276,460 shares, representing 22.8% of the total outstanding
WIB Common Shares. In connection with the Merger, participants in the KSOP will
be entitled to vote the shares allocated to their accounts. Of the 276,460
shares held in the KSOP, an aggregate of 67,637 shares are held in the accounts
of Michael W. McGuire, Marie A. Reich, Gus Mendoza and Javier S. Llanes,
principal executive officers of Citizens, representing 24.5% of the total shares
held by the KSOP. The KSOP participants shall have the right to vote all shares
allocated to their accounts at the WIB Meeting with respect to the Merger.

FPFG and WIB have approved the termination of the KSOP in connection with
the Merger. Upon such termination, all assets held by the KSOP, including
shares of FPFG Common Stock held in the ESOP portion of the KSOP, will be
distributed to the KSOP beneficiaries.

CURRENT AND POST-MERGER EMPLOYMENT OF MICHAEL W. MCGUIRE. In 1996, the WIB
Board entered into the McGuire Employment Agreement with Michael W. McGuire to
serve as President of WIB and President and Chief Executive Officer of Citizens.
The McGuire Employment Agreement provides for a base salary of $185,000 in 1996,
subject to annual review by the WIB Board, provided that such base salary shall
not be reduced below $166,500. In addition, the McGuire Employment Agreement
provides for a bonus based upon a formula tied to the return on average equity
and return on average assets of WIB, which bonus is capped at the amount of
Mr. McGuire's base salary. For 1996, Mr. McGuire was awarded a bonus of
$185,000 based on the return of average assets of WIB exceeding 1.25% and the
return on average equity exceeding 15%. This bonus was paid in 1997.

The McGuire Employment Agreement also provides for participation in
retirement and employee benefit plans, the provision of a disability insurance
policy providing benefits of not less than $5,500 per month in the event of
disability, and a split-dollar whole-life insurance policy in the amount of
$250,000, as well as vacation and other customary benefits.

In addition, the McGuire Employment Agreement provides for the payment of a
lump sum severance benefit of twice the amount of Mr. McGuire's annual salary at
the rate then in effect if his employment is involuntarily terminated other than
for cause within 180 days following a change in control of WIB or Citizens. The
Merger will constitute a change of control within the meaning of the Employment
Agreement. Mr. McGuire will also receive medical and dental insurance benefits
at the employer's expense for the two years following such termination. For
purposes of the Agreement, involuntary termination shall include a resignation
by Mr. McGuire following (i) a change in his principal workplace to a location
outside a 35-mile radius from Citizens' current headquarters, (ii) his demotion,
(iii) a material reduction in the number or seniority of other personnel
reporting to him, or a material reduction in the frequency with which, or in the
nature of the matters with respect to which, such persons report to him, other
than as part of an employee-wide reduction in staff, (iv) any material reduction
or adverse change in the salary, perquisites, benefits, contingent benefits or
vacation time which have been provided to him other than as otherwise permitted
under the McGuire Employment Agreement, or as part of an overall program applied
uniformly and with equitable effect to all members of senior management, and (v)
a permanent increase in his required hours of work or workload.

As a condition to the obligation of FPFG to complete the Merger,
Mr. McGuire shall enter into an amendment to his McGuire Employment Agreement
with FPFG and Citizens under which (i) Mr. McGuire's minimum base salary shall
be increased to $225,000, effective upon the Effective Time, and (ii)
Mr. McGuire shall receive a minimum bonus of $185,000 within 30 days following
the end of each fiscal year of FPFG during the term of the McGuire Employment
Agreement, a portion of which bonus for the current year shall be paid within 90
days of the completion of the Merger,

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based upon the bonus Mr. McGuire would have been entitled to receive under his
existing contract had the period commencing January 1, 1997 and ending with the
effective date of the Merger constituted an entire fiscal year.

The amendment to the McGuire Employment Agreement also provides for the
granting to Mr. McGuire of an option to purchase 50,000 shares of FPFG Common
Stock for a price equal to the lesser of $30.50 per share or the price at which
shares of FPFG will be issued in connection with the Merger. At April 15, 1997,
the closing price on the Nasdaq National Market for the FPFG Common Stock was
$26.50. The option shall be 1/3 vested on the completion of the Merger, with an
additional 1/3 vesting on the first anniversary and on the second anniversary
thereafter. Such option is in addition to the New Options that Mr. McGuire will
receive upon the exchange of his Existing Stock Rights. See "--Stock Option
Plans."

SEVERANCE AGREEMENT. Marie A. Reich, Executive Vice President and Chief
Financial Officer of Citizens, is a party to an agreement, dated March 4, 1996,
providing for the payment to her of one year's salary at the rate in effect at
the time of her termination in the event that her employment is terminated
within one year following a merger, sale or acquisition of Citizens. The Merger
will constitute a merger, sale or acquisition of Citizens within the meaning of
such agreement.

POST-MERGER COMPENSATION AND BENEFITS. All persons who are employees of
WIB or its subsidiaries immediately prior to the Effective Time shall continue
as employees following the Effective Time. FPFG has agreed that any employee
benefit plans of FPFG under which employees of WIB shall be covered following
the Effective Time shall give appropriate credit to such employees for services
completed prior to the Effective Time under the existing employee benefit plans
of WIB.

DIRECTORS AGREEMENTS. As a condition to FPFG's obligation to complete the
Merger, each of the directors of WIB, other than Michael W. McGuire, has agreed
to execute and deliver the Directors Agreements effective as of the Effective
Time, under which they shall agree not to compete with FPFG or its affiliates in
the California cities of Anaheim, Irvine and Tustin for a period of two years
following the Effective Time. Under the Directors Agreements, each of the
directors shall be paid the sum of $45,000, with one-half of such amount being
payable on the Closing Date and one-half being payable on the first anniversary
of the Closing Date.

EXCHANGE OF STOCK CERTIFICATES

As of the Effective Time, each certificate formerly representing WIB Common
Shares, other than shares held by dissenting shareholders of WIB, shall be
deemed for all purposes to evidence ownership of the right to receive the FPFG
Common Stock issuable pursuant to the Merger Agreement until surrendered to the
Exchange Agent.

As soon as practicable after the Effective Time, the Exchange Agent will
mail to each record holder, as of the Effective Time, of an outstanding
certificate or certificates which immediately prior to the Effective Time
represented outstanding WIB Common Shares, a form of letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and title
to the certificates shall pass, only upon proper delivery of the certificates to
the Exchange Agent) and instructions for use in effecting the surrender of the
certificates. Upon surrender to the Exchange Agent of such certificates,
together with such letter of transmittal duly executed, each holder of such
certificates formerly representing shares of WIB's capital stock shall be
entitled to receive in exchange therefor a certificate representing such
holder's PRO RATA portion of the Merger Consideration, and such certificates
formerly representing WIB Common Shares shall then be canceled. Until so
surrendered, each certificate (other than certificates for dissenting shares)
which prior to the Merger represented WIB Common Shares shall be deemed, for all
purposes, and without any further act or deed on the part of the holder thereof,
to evidence ownership of the whole number of shares of FPFG Common Stock which
the holder thereof would be entitled to receive upon its surrender to the
Exchange Agent; PROVIDED, HOWEVER, that no dividends with respect to said shares
of FPFG Common Stock shall be paid until such holder shall surrender such
certificate, at which time there shall be paid to the record holder of the
certificates issued in the exchange therefor the amount of the dividends,
without interest, which have theretofore become payable with respect to the
shares of FPFG Common Stock represented thereby.

SHAREHOLDERS OF WIB SHOULD NOT SEND WIB STOCK CERTIFICATES TO THE EXCHANGE
AGENT UNTIL THEY RECEIVE A LETTER OF TRANSMITTAL.

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FRACTIONAL SHARES

No fractional shares of FPFG Common Stock will be issued as a result of the
Merger. The total number of shares to be received by each shareholder pursuant
to the Merger shall be rounded up to the next whole number of shares.

MANAGEMENT AFTER THE MERGER

As a result of the Merger, WIA will be merged with and into WIB, and FPFG
will own all of the outstanding shares of WIB. Accordingly, after the Merger,
FPFG will own the business of WIB and WIB will be a wholly owned subsidiary of
FPFG. FPFG will appoint all of the directors of the Surviving Corporation.
Until otherwise changed by the WIB Board, the current executive officers of WIB
will remain executive officers of the Surviving Corporation.

GOVERNMENTAL AND REGULATORY APPROVALS

FPFG and WIB are aware of no governmental or regulatory approvals required
for the consummation of the Merger, other than compliance with Federal and
applicable state securities and corporate law, compliance with FDIC and DOC
requirements, and compliance with the Nasdaq National Market listing
requirements. FPFG and WIB have made application with the FDIC and the DOC for
approval of the Merger and FPFG anticipates filing a listing application with
respect to the Merger Consideration prior to the WIB Meeting; however, no
assurance can be given that the necessary regulatory approvals will be obtained
or as to the timing or conditions of such approvals.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain of the material Federal income
tax consequences of the Merger. It is intended to provide only a general
summary and does not include a complete analysis of all the potential Federal
income tax consequences or consequences that may vary with or are contingent
upon the individual circumstances of particular WIB shareholders such as
financial institutions, broker-dealers, life insurance companies, tax-exempt
organizations, investment companies, foreign taxpayers, and other special status
taxpayers. This discussion does not address any aspects of state, local, or
foreign tax laws or any Federal tax laws other than those pertaining to income
tax. WIB shareholders who are individuals should be aware that the Federal
income tax rate on long-term capital gains of individuals is significantly lower
than the tax rate that may apply to ordinary income or short-term capital gains
of individuals, and that the amount of long-term capital gain, short-term
capital gain or ordinary income that may be realized by a particular WIB
shareholder as a result of the Merger may vary depending on a shareholders'
particular circumstances. Each WIB shareholder is advised to consult his or her
own tax advisor concerning the specific tax consequences of the Merger to such
shareholder.

No ruling has been requested from the Internal Revenue Service (the
"Service") with respect to any of the matters discussed in this summary.

It is a condition to the obligation of WIB to consummate the Merger that
WIB receive an opinion from KPMG Peat Marwick LLP, tax advisors for WIB, at the
Effective Time, concluding that the Merger qualifies as a tax-free
reorganization within the meaning of Section 368(a) of the Code. The tax
consequences discussed below are based on the assumption that the Merger does so
qualify. WIB shareholders should be aware that the opinion of the tax advisors
represents the best judgment of such advisors, but is not binding on the Service
or the courts.

The following summary is based on certain assumptions regarding the factual
circumstances that will exist at the Effective Time of the Merger and on certain
representations made by WIB and FPFG with respect to the Merger, including
representations regarding intended actions of WIB and certain WIB shareholders
following the Merger. If any of these factual assumptions or representations is
inaccurate, the tax consequences of the Merger could differ from those described
in this summary.

The treatment of the Merger as a tax-free "reorganization" will depend
upon, among other things, whether the shareholders of WIB maintain a sufficient
continuity of stock ownership interest in FPFG after the Merger. Prior to its
adoption of its current policy that it will not issue "comfort rulings"
regarding certain corporate reorganizations, the Service took the position for
purposes of issuing advance rulings under Section 368(a) of the Code that the
shareholders of an acquired corporation (such as WIB) had to maintain a
continuing equity ownership interest in the acquiring

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corporation (such as FPFG) equal to at least 50% of the value of their equity
ownership interest in the acquired corporation. The case law standard is less
stringent than the Service's advance rulings standard, which expressly did not
define the lower limits of "continuity of interest" as a matter of substantive
law. This summary relies on the continuity of shareholder interest standard
under the decided cases rather than the Service's advance rulings standard. It
is anticipated that the Merger will satisfy the continuity of shareholders
interest requirement as reflected in the case law, but it is possible that post-
merger sales, exchanges or other transactions affecting FPFG Common Stock
undertaken by the former WIB shareholders could disqualify the Merger as a tax-
free "reorganization" within the meaning of Section 368(a) of the Code. In that
case, the Merger would constitute a fully taxable transaction for WIB and its
shareholders and FPFG would succeed to WIB's tax liability (if any) resulting
from the Merger.

Subject to the assumptions discussed above, the federal income tax
consequences of the Merger to a shareholder of WIB are as follows:

RECEIPT OF FPFG COMMON STOCK IN EXCHANGE FOR WIB COMMON SHARES. A
shareholder of WIB who receives shares of FPFG Common Stock in exchange for all
the shares of WIB will recognize no gain or loss as a result of the Merger. The
basis of the FPFG Common Stock received by that shareholder will be the same as
the basis of the shares of the WIB Common Shares exchanged therefor, and the
holding period of those shares of FPFG Common Stock will include the holding
period of the WIB Common Shares surrendered in the exchange, provided the latter
shares were held by the shareholder as a capital asset at the Effective Time.

OTHER CONSIDERATIONS APPLICABLE TO SHAREHOLDERS OF WIB. Shareholders of
WIB will be required to provide their social security numbers or their taxpayer
identification number or, in some circumstances, certain other information to
the Exchange Agent in order to avoid the "backup withholding" requirements that
might otherwise apply under the Code. If a WIB shareholder is subject to backup
withholding, tax will be withheld at the rate of 31% on the cash consideration
received by such shareholder in the Merger. Any amount paid as backup
withholding will be credited against the holder's Federal income tax liability.
WIB shareholders who receive FPFG Common Stock must also comply with the
information reporting requirements of the Treasury regulations under Section 368
of the Code.

FEDERAL INCOME TAX TREATMENT OF DISSENTING SHAREHOLDERS. Any shareholder
of WIB who effectively dissents from the Merger and who receives cash for his or
her shares will be treated as receiving a distribution in redemption of their
WIB Common Shares. In general, a distribution in redemption of stock will be
treated as a payment in exchange for the shares. As a result of the
distribution, WIB shareholders who receive cash under their dissenter rights,
will recognize a gain (or loss) for federal income tax purposes equal to the
difference between the cash received for those shares and the shareholder's tax
basis for the shares. The amount of that gain (or loss), if any, will be
treated as ordinary income (or loss) or long-term or short-term capital gain
(or loss) depending on the length of time the shares are held by the dissenter
and whether the shares are held as a capital asset.

The foregoing discussion of the expected federal income tax consequences of
the Merger is based on the Code, the regulations thereunder, and the judicial
and administrative interpretations thereof, all in effect on the date thereof.
There is no assurance that subsequent legislative, regulatory, administrative,
or judicial decisions may not be forthcoming that would significantly change
these expected consequences. Any such changes may or may not be retroactive
with respect to transactions prior to the date of those changes.

THE SUMMARY FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER APPLICABLE TO HIM OR
HER, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX
LAWS.

ACCOUNTING TREATMENT

It is anticipated that the Merger will be accounted for as a "pooling-of-
interests" transaction under GAAP. Under such method of accounting, holders of
WIB Common Shares will be deemed to have combined their existing voting common
stock interest with that of holders of FPFG Common Stock by exchanging their
shares for the FPFG Common Stock. Accordingly, the book value of the assets,
liabilities and shareholders' equity of WIB, as reported on its consolidated
balance sheet, will be carried over to the consolidated balance sheet of FPFG
and no goodwill will be created. The combined WIB and FPFG entity will be able
to include in its consolidated income the consolidated income

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of both companies for the entire fiscal year in which the Merger occurs less
the effect of any transactions between the two companies in prior periods;
however, certain expenses incurred to effect the Merger must be treated as
current charges against income rather than adjustments to the balance sheet.

It is a condition to FPFG's obligation to effect the Merger that FPFG
receives an opinion from Ernst & Young LLP, the independent auditors of FPFG,
based upon certain material facts and certain representations and warranties
described in such opinion, that the Merger will qualify for "pooling-of-
interests" accounting treatment.

CONSEQUENCES UNDER FEDERAL SECURITIES LAWS

The FPFG Common Stock issuable in connection with the Merger has been
registered under the Securities Act. Accordingly, there will be no restrictions
upon the resale or transfer of such shares by WIB shareholders except for those
shareholders who are deemed "affiliates" of WIB, as that term is defined in Rule
144 and Rule 145 adopted under the Securities Act. See "--Resale of FPFG
Common Stock."

RESALE OF FPFG COMMON STOCK

The shares of FPFG Common Stock issuable to shareholders of WIB upon the
Merger becoming effective have been registered under the Securities Act. Such
shares may be traded freely and without restriction by those shareholders not
deemed to be "affiliates" of WIB as that term is defined in the rules under the
Securities Act. FPFG Common Stock received by those shareholders of WIB who are
deemed to be "affiliates" of WIB may be resold without registration as provided
for by Rule 145 or as otherwise permitted under the Securities Act. Persons who
may be deemed to be affiliates of WIB generally include individuals or entities
that control, are controlled by or are under common control with, WIB and may
include the executive officers and directors of WIB as well as certain principal
shareholders of WIB. In the Merger Agreement, WIB has agreed to use its best
efforts to cause each shareholder who, in the opinion of WIB, is an affiliate of
WIB to enter into an agreement (each a "Company Affiliate Agreement") with FPFG
providing that such affiliate will not sell, transfer or otherwise dispose of
the shares of FPFG Common Stock to be received by such person in the Merger
except in compliance with the applicable provisions of the Securities Act and
the rules and regulations promulgated thereunder or (ii) sell, transfer or
otherwise dispose of the shares of FPFG Common Stock to be received by such
persons in the Merger or in any way reduce such shareholder's risk relative to
such shares until such time as financial results covering at least 30 days of
post-Merger combined operations of WIB and FPFG have been published. This Proxy
Statement/Prospectus does not cover any resales of FPFG Common Stock received by
affiliates of WIB.

DISSENTING SHAREHOLDERS' RIGHTS

THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW RELATING TO
DISSENTING SHAREHOLDERS' RIGHTS, AND IS QUALIFIED BY REFERENCE TO APPENDIX C,
WHICH SETS FORTH IN ITS ENTIRETY CHAPTER 13 OF THE CALIFORNIA CORPORATIONS CODE
("CCC"), WHICH IS THE APPLICABLE LAW RELATING TO DISSENTING SHAREHOLDERS' RIGHTS
IN THIS CONTEXT AND WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS DISCUSSION
AND APPENDIX C SHOULD BE REVIEWED CAREFULLY BY EACH SHAREHOLDER OF WIB WHO
WISHES TO EXERCISE DISSENTERS' RIGHTS BECAUSE FAILURE TO COMPLY WITH THE
REQUIRED PROCEDURES MAY RESULT IN THE LOSS OF SUCH RIGHTS.

Any WIB Common Shares for which dissenters' rights are sought must not be
voted in favor of approval of the Merger Agreement. Such shares must either be
voted against approval of the Merger Agreement or not voted at all. Thus, any
shareholder of WIB who wishes to dissent and who executes and returns a proxy
must vote "AGAINST" approval of the Merger Agreement or abstain from voting on
the proposal to approve the Merger Agreement. If a shareholder of WIB signs,
dates and returns his or her proxy but does not indicate a choice thereon or
returns the written consent form by indicating that he or she votes "FOR" the
Agreement, his or her WIB Common Shares automatically will be voted in favor of
approval of the Merger Agreement and such stockholder will lose any and all
dissenters' rights with respect to those shares. However, any shareholder who
delivers a proxy has the right to revoke it at any time prior to the WIB
Meeting. See "The WIB Meeting--Solicitation and Revocation of Proxies; Quorum."

Each dissenting WIB shareholder who has not voted his or her WIB Common
Shares in favor of approval of the Merger Agreement and who has complied with
the procedures of Chapter 13 of the CCC, will be entitled to payment by WIB of
the fair market value of his or her shares of WIB Common Shares. Such value
will be determined as of the last trading day prior to the first announcement of
the terms of the proposed WIB Merger (the "Pre-Announcement Date"), excluding
any change in such value in consequence of the proposed WIB Merger. The Pre-
Announcement Date was

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February 19, 1997 and, in the opinion of the WIB Board and management of WIB,
the fair market value of the WIB Common Shares on the Pre-Announcement Date was
$7.25 per share.

Chapter 13 of the CCC represents the exclusive statutory remedy available
to any of the WIB shareholders who elects as a dissenting shareholder to seek
payment of the fair market value of his or her shares of WIB Common Shares. The
following summary of Chapter 13 of the CCC is qualified in its entirety by
reference to the text of Chapter 13, a complete copy of which is reprinted in
Appendix C to this Proxy Statement/Prospectus.

WIB is required to mail to each dissenting WIB shareholder a notice of the
approval by the shareholders of the Merger Agreement (the "Approval Notice"),
within ten days of the date of such approval, accompanied by a copy of
Sections 1300 through 1304 of the CCC, a statement of the price determined by
WIB to represent the fair market value of the dissenting WIB Common Shares and a
brief description of the procedures to be followed if a WIB shareholder desires
to exercise dissenters' rights. To preserve his or her dissenters' rights, a
dissenting WIB shareholder must, within 30 days after the Approval Notice was
mailed, make a written demand on WIB at its principal office or at the office of
any transfer agent thereof for the purchase of his or her shares of WIB Common
Shares and the payment in cash of their fair market value. Such demand is
required to state the number of shares of WIB Common Shares which such
shareholder demands WIB purchase and must contain a statement of what such
stockholder claims to be the fair market value of those shares on the Pre-
Announcement Date. WIB suggests that dissenting WIB shareholders use registered
or certified mail, return receipt requested, for this purpose and that
correspondence in this regard be directed to the attention of James T. Capretz,
Chairman of the Board of WIB, at 18302 Irvine Boulevard, Suite 300, Tustin,
California 92780. A vote against the Merger Agreement, in person or by proxy,
will not constitute such written demand. In addition, within 30 days after the
Approval Notice is mailed to the dissenting WIB shareholder, such shareholder
must submit to WIB at its principal office or at the office of any transfer
agent thereof such shareholder's certificates representing the shares of WIB
Common Shares subject to such demand.

If WIB and the dissenting WIB shareholder agree that the shares of WIB
Common Shares subject to the demand are "dissenting shares" (as defined in
Section 1300(b) of the CCC) and agree upon the price of such shares, the
dissenting WIB shareholder will be entitled to the agreed upon price with
interest thereon from the date of such agreement. The purchase price will be
paid within 30 days after such agreement or within 30 days after any statutory
or contractual conditions to the Merger are satisfied, whichever is later. If
WIB denies that such WIB Common Shares are "dissenting shares," or WIB and the
dissenting WIB shareholder fail to agree upon the fair market value of such
shares, then such dissenting WIB shareholder may, within six months after the
Approval Notice is mailed to him or her, file a complaint in the superior court
of the proper county requesting the court to determine whether the shares of WIB
Common Shares subject to such demand are "dissenting shares" or to determine the
fair market value of such shares, or both, or may intervene in any action
pending on such a complaint. The court may determine, or may appoint one or
more impartial appraisers to determine, the fair market value of the dissenting
shares. If the court appoints an independent appraiser or appraisers, they will
promptly make such determination. If the majority of the appraisers fail to
file a report of their findings within ten days from the date of their
appointment or such further time as the court allows, or if the report is not
confirmed by the court, the court will determine the fair market value of the
dissenting WIB Common Shares subject to such demand.

Once the court has determined the fair market value of each of such
dissenting WIB Common Shares, the court will enter a judgment requiring WIB to
pay an amount equal to the fair market value of each of those dissenting shares
multiplied by the number of dissenting shares that any dissenting WIB
shareholder who is a party to, or has intervened in, the action is entitled to
require WIB to purchase, with interest from the date of entry of the judgment.

Dissenting WIB shareholders cease to be entitled to require payment for
their shares of WIB Common Shares if (i) the Merger is abandoned (in which case
WIB would pay any dissenting WIB shareholder who in good faith initiated
proceedings for an appraisal all necessary expenses incurred in such action and
reasonable attorneys' fees); (ii) the dissenting WIB shareholder and WIB fail to
agree upon the status of such shares as "dissenting shares" or upon the purchase
price therefor and neither files a complaint and the dissenting WIB shareholder
fails to intervene in a pending action within six months after the Approval
Notice is mailed to all dissenting WIB shareholders; or (iii) the dissenting WIB
shareholder withdraws the demand for the purchase of his or her shares with the
consent of WIB.

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PRICE RANGES OF STOCK AND DIVIDEND POLICY

FPFG. The FPFG Common Stock has been quoted on the Nasdaq National Market
since FPFG's initial public offering in February 1996 at a price of $8.50 per
share. The FPFG Common Stock has been traded under the symbol "FPFG" since
March 7, 1997. The following table sets forth the high and low sales prices of
the Common Stock for the periods indicated, as reported by the Nasdaq National
Market.

HIGH LOW
---- ---
YEAR ENDED SEPTEMBER 30, 1996
Second Quarter (beginning February 1, 1996) . . . . . . . $11.88 $8.75
Third Quarter . . . . . . . . . . . . . . . . . . . . . . $16.25 $11.00
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . $22.88 $12.44

YEAR ENDING SEPTEMBER 30, 1997
First Quarter . . . . . . . . . . . . . . . . . . . . . . $30.75 $19.75
Second Quarter . . . . . . . . . . . . . . . . . . . . . $36.75 $20.50
Third Quarter (through April 22, 1997) . . . . . . . . . $30.00 $23.375

On April 17, 1997, the last reported sales price for the Common Stock was
$25.625 per share. As of March 31, 1997, FPFG had 31,903,427 outstanding shares
of FPFG Voting Common Stock held by 74 stockholders of record. As of March 31,
1997, FPFG also had 2,798,967 outstanding shares of non-voting common stock, par
value $.01 per share, held by three stockholders of record.

FPFG has never paid, and has no present intention of paying, cash dividends
on the FPFG Common Stock. FPFG currently intends to retain its earnings to
finance the growth and development of its business. Any determination in the
future to pay dividends will depend on FPFG's financial condition, capital
requirements, results of operations, contractual limitations and any other
factors deemed relevant by the FPFG Board. Under the terms of FPFG's warehouse
facilities, term lines of credit and the Subordinated Notes, FPFG's ability to
pay cash dividends to its stockholders is limited.

WIB. WIB Common Shares are not listed on a national exchange or quoted on
any system of The Nasdaq Stock Market and are only traded sporadically. At
April 15, 1997, there were 131 holders of record of WIB Common Shares and
1,211,156 WIB Common Shares issued and outstanding. At April 15, 1997, the last
available sales price for WIB Common Shares was $7.25 per share, which sale
occurred in January 1997. Management of WIB is aware of sales of 52,369 WIB
Common Shares in 1996 at prices of between $5.00 and $6.25 per share, and 64,722
shares in 1995 at prices of between $5.00 and $5.76 per share, including
purchases by the KSOP, totaling 52,000 shares in 1995 at a price of $5.76 per
share, and 7,866 shares in 1996 at $5.75 per share. During the first quarter of
1997, one sale of 5,000 shares occurred at a price of $7.25 per share.

The WIB Board declared an annual cash dividend of $.095 per share in 1994,
and declared regular dividends from 1988 through 1994. The WIB Board elected to
retain all 1995 earnings to increase the capital base and reserves of WIB and
Citizens, and no dividends were declared in 1995. In January 1996, a $0.10 per
share dividend was declared. While the WIB Board may elect to pay dividends in
the future in the event the Merger is not concluded, payment of future dividends
will be subject to the discretion of the WIB Board and will depend upon the
consolidated earnings and financial condition of WIB, the capital requirements
of Citizens, applicable governmental policies and regulations and such other
matters as the WIB Board deems appropriate. The Merger Agreement prohibits the
payment of dividends by WIB pending the completion of the Merger.

WIB's ability to pay dividends is also subject to restrictions set forth
under California law. Under the CCC, a corporation is prohibited from paying
dividends unless (i) the retained earnings of the corporation immediately prior
to the distribution exceeds the amount of the distribution, or (ii) after giving
effect to the distribution, the assets of the corporation equal at least 125% of
its liabilities and the current assets of the corporation at least equal its
current liabilities, but if the average pre-tax net earnings of the corporation
before interest expense for the two fiscal years preceding the distribution was
less than the average interest expense of the corporation for those years, the
current assets of the corporation must equal at least 125% of its current
liabilities.

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WIB's ability to pay cash dividends in the future will depend in large part
on the ability of Citizens to pay dividends on its capital stock to WIB. The
ability of Citizens to pay dividends to WIB is also subject to the restrictions
set forth above. In addition, a California thrift and loan is subject to
certain other capital requirements, and Federal law also restricts payment of
dividends by Citizens as an FDIC-insured institution. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
WIB--Liquidity and Capital Resources.

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SELECTED FINANCIAL DATA OF WIB

THE SELECTED FINANCIAL DATA PRESENTED BELOW UNDER THE CAPTIONS "INCOME
STATEMENT DATA" AND "BALANCE SHEET DATA" FOR, AND AS OF THE END OF, EACH OF THE
YEARS IN THE FOUR-YEAR PERIOD ENDED DECEMBER 31, 1996, ARE DERIVED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF WESTERN INTERSTATE BANCORP AND
SUBSIDIARIES, WHICH FINANCIAL STATEMENTS HAVE BEEN AUDITED BY KPMG PEAT MARWICK
LLP, INDEPENDENT AUDITORS. THE SELECTED FINANCIAL DATA PRESENTED BELOW UNDER THE
CAPTIONS "INCOME STATEMENT DATA" AND "BALANCE SHEET DATA" AS OF AND FOR THE YEAR
ENDED DECEMBER 31, 1992, ARE DERIVED FROM THE CONSOLIDATED FINANCIAL STATEMENTS
OF WESTERN INTERSTATE BANCORP AND SUBSIDIARIES, WHICH FINANCIAL STATEMENTS HAVE
BEEN AUDITED BY OTHER AUDITORS.

THE CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995, AND
FOR EACH OF THE YEARS IN THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1996 AND THE
REPORT HEREON, ARE INCLUDED ELSEWHERE HEREIN.

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YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
1992 1993 1994 1995 1996
------------ ------------ ------------ ------------ ------------

INCOME STATEMENT DATA: (IN THOUSANDS)
Total interest income . . . . . . . . . . . . . . . . $12,825 $13,150 $13,883 $13,067 $10,877
Total interest expense. . . . . . . . . . . . . . . 5,468 4,547 4,725 6,752 6,347
------ ------ ------ ------ ------
Net interest income . . . . . . . . . . . . . . . 7,357 8,603 9,158 6,315 4,530
Provision for loan losses . . . . . . . . . . . . . . 555 2,300 2,887 3,158 155
------ ------ ------ ------ ------
Net interest income after provision for loan losses . 6,802 6,303 6,271 3,157 4,375

Non-interest income:
Servicing fee income. . . . . . . . . . . . . . . . 913 1,211 1,409 1,174 1,374
Gain on sales of loans. . . . . . . . . . . . . . . 1,033 982 1,724 6,215 9,341
Other non-interest income . . . . . . . . . . . . . 88 70 156 74 100
------ ------ ------ ------ ------
Total non-interest income . . . . . . . . . . . . . . 2,034 2,263 3,289 7,463 10,815
Total non-interest expense. . . . . . . . . . . . . . 6,399 7,704 8,899 9,399 10,451
------ ------ ------ ------ ------
Income before provision for income taxes. . . . . . . 2,437 862 661 1,221 4,739
Provision for income taxes. . . . . . . . . . . . . . 1,011 386 274 499 1,964
------ ------ ------ ------ ------
Income before cumulative effect
of accounting change. . . . . . . . . . . . . . . . 1,426 476 387 722 2,775
Cumulative effect of accounting change. . . . . . . . - 133 - - -
------ ------ ------ ------ ------
Net income. . . . . . . . . . . . . . . . . . . . . . $1,426 $ 609 $ 387 $ 722 $2,775
------ ------ ------ ------ ------
------ ------ ------ ------ ------

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DECEMBER 31,
-----------------------------------------------------------------------
1992 1993 1994 1995 1996
------------ ------------ ------------ ------------ ------------

BALANCE SHEET DATA: (IN THOUSANDS)
Total assets . . . . . . . . . . . . . . . . . . . . . $104,773 $110,843 $119,184 $127,785 $124,548
Loans receivable, net. . . . . . . . . . . . . . . . . 77,373 87,578 97,421 21,135 10,505
Loans held for sale. . . . . . . . . . . . . . . . . . 8,094 4,556 6,537 18,960 30,107
Cash and cash equivalents. . . . . . . . . . . . . . . 7,664 7,087 3,177 22,083 12,298
Mortgage-backed securities . . . . . . . . . . . . . . - 998 3,497 55,428 14,010
Investment securities. . . . . . . . . . . . . . . . . 3,006 4,996 2,003 5,052 52,982
Deposits . . . . . . . . . . . . . . . . . . . . . . . 94,046 99,784 107,671 113,808 106,902
Total borrowings . . . . . . . . . . . . . . . . . . . 1,634 1,472 1,837 1,736 1,723
Stockholders' equity . . . . . . . . . . . . . . . . . 6,981 7,799 8,126 9,245 11,761

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AT OR FOR YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1992 1993 1994 1995 1996
-------- -------- -------- -------- --------

SELECTED FINANCIAL RATIOS AND OTHER DATA(1):
Performance Ratios:
Return on assets (ratio of net income to average total assets) 1.42% .57% 0.34% 0.57% 2.23%
Interest rate spread information:
Average during period . . . . . . . . . . . . . . . . . . . 6.98 8.03 7.76 4.66 3.31
Net interest margin(2). . . . . . . . . . . . . . . . . . . . 7.51 8.33 8.10 5.03 3.78
Ratio of non-interest expense to average total assets . . . . 6.36 7.23 7.75 7.37 8.41
Return of stockholders' equity (ratio of net income to average
equity). . . . . . . . . . . . . . . . . . . . . . . . . . 22.50 8.09 4.78 8.40 27.47

Asset Quality Ratios:
Non-performing assets to total assets at end of period(3). . . . 3.44 3.45 3.98 0.67 0.55
Allowance for loan losses to non-performing loans. . . . . . . . 28.78 47.75 76.56 286.07 531.30
Allowance for loan losses to total loans . . . . . . . . . . . . 1.04 1.79 3.16 5.05 3.23
Net charge-offs to average loans . . . . . . . . . . . . . . . . .47 1.64 1.15 6.23 2.06

Capital Ratios:
Stockholders' equity to total assets . . . . . . . . . . . . . . 6.66 7.04 6.82 7.23 9.44
Average stockholders' equity to average assets . . . . . . . . . 6.30 7.07 7.05 6.74 8.13
Ratio of average interest-earning assets to average interest-
bearing liabilities. . . . . . . . . . . . . . . . . . . . 1.09 1.07 1.08 1.07 1.09

Per Share Data:
Net income per WIB Common Share:
Primary . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.33 $ .55 $ .34 $ .57 $ 1.98
Fully-diluted . . . . . . . . . . . . . . . . . . . . . . . 1.33 .55 .34 .57 1.98
Cash dividends per share . . . . . . . . . . . . . . . . . . . . 0.95 .095 .095 - .10
Dividend payout ratio. . . . . . . . . . . . . . . . . . . . . . 7.01% 17.95% 28.48% - 4.37%
Book value per share . . . . . . . . . . . . . . . . . . . . . . $ 6.38 $ 6.82 $ 7.01 $ 7.62 $ 9.71
Number of shares outstanding . . . . . . . . . . . . . . . . . . 1,093,674 1,143,174 1,159,174 1,212,543 1,211,156

----------------
(1) Averages are computed using end of month balances.
(2) Net interest income divided by average interest-earning assets.
(3) Non-performing assets consist of nonaccruing loans past-due 90 or more days
and real estate owned.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial
statements give effect to the merger of WESTERN INTERSTATE BANCORP with and
into WESTERN INTERSTATE ACQUISITION, INC., a wholly owned subsidiary of
FIRSTPLUS FINANCIAL GROUP, INC. pursuant to the Merger Agreement. It is
anticipated that the proposed Merger will be accounted for as a
pooling-of-interests. The unaudited pro forma condensed combined balance
sheet presents the combined financial position of FIRSTPLUS FINANCIAL GROUP,
INC. and WIB based upon the historical balance sheet data of FIRSTPLUS
FINANCIAL GROUP, INC. and WIB as of December 31, 1996. The unaudited pro forma
condensed combined statements of income give effect to the proposed Merger by
combining the results of operations of FIRSTPLUS FINANCIAL GROUP, INC. for
each of the years in the three year period ended September 30, 1996 and the
three month period ended December 31, 1996 with the results of operations of
WIB for each of the years in the three year period ended December 31, 1996
and the three month period ended December 31, 1996, respectively, on a
pooling-of-interest basis as if the proposed Merger had occurred as of the
beginning of each period.

These unaudited pro forma condensed combined financial statements are
subject to the assumptions, estimates and adjustments in the accompanying
notes to the pro forma condensed combined financial statements. The following
information is not necessarily indicative of the financial position and
results of operations that would have occurred had the proposed Merger been
consummated on the dates for which the pro forma condensed combined financial
statements are being presented.

These unaudited pro forma condensed combined financial statements are based
upon assumptions, estimates and adjustments that FIRSTPLUS FINANCIAL GROUP,
INC. and WIB believe are reasonable and should be read in conjunction with
the historical financial statements and notes thereto of FIRSTPLUS FINANCIAL
INC. and WIB contained elsewhere in this prospectus. The
adjustments are set forth in the Notes to the Pro Forma Condensed Combined
Financial Statements.

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PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE YEAR ENDED SEPTEMBER 30, 1994 (a)
(UNAUDITED)

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FIRSTPLUS WESTERN PRO
FINANCIAL INTERSTATE FORMA
GROUP, INC. BANCORP COMBINED
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1994 1994 ADJUSTMENTS 1994
------------ ----------- ----------- ------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

REVENUES:
Gains on sales of loans, net $27,671 $ 1,724 $ - $29,395
Interest income 1,845 13,883 15,728
Servicing income 72 1,409 1,481
Other income 252 156 408
------- ------- ------- -------
Total revenues 29,840 17,172 - 47,012
------- ------- ------- -------
EXPENSES:
Salaries and employee benefits 17,054 3,988 371 b 21,413
KSOP contribution 371 (371) b -
Interest 1,041 4,725 5,766
Other operating 6,465 4,540 b 11,005
General and administrative 3,772 (3,772) b -
Occupancy expenses 522 (522) b -
Real estate owned expenses 246 (246) b -
Provision for possible credit losses 125 2,887 3,012
------- ------- ------- -------
Total expenses 24,685 16,511 - 41,196
------- ------- ------- -------
Income before income taxes 5,155 661 - 5,816
Provision for income taxes (274) - (274)
------- ------- ------- -------
Net income $ 5,155 $ 387 $ - $ 5,542
------- ------- ------- -------
------- ------- ------- -------
Net income per share of common stock $ 0.31 - $ 0.32
------- ------- -------
------- ------- -------
Weighted average common shares and common
equivalent shares outstanding 16,277 872 17,149
------- ------- -------
------- ------- -------

See Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

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PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE YEAR ENDED SEPTEMBER 30, 1995 (a)
(UNAUDITED)

· Enlarge/Download Table
FIRSTPLUS WESTERN PRO
FINANCIAL INTERSTATE FORMA
GROUP, INC. BANCORP COMBINED
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1995 1995 ADJUSTMENTS 1995
------------ ----------- ----------- ------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

REVENUES:
Gains on sales of loans, net $29,113 $ 6,215 $ (393) d $34,935
Interest income 2,860 13,067 15,927
Servicing income 1,049 1,174 2,223
Other income 873 74 947
------- ------- ------- -------
Total revenues 33,895 20,530 (393) 54,032
------- ------- ------- -------
EXPENSES:
Salaries and employee benefits 10,110 4,665 14,775
Interest 2,660 6,752 9,412
Other operating 6,963 4,734 b 11,697
General and administrative 4,176 (4,176)b -
Occupancy expenses 564 (564)b -
Real estate owned expenses (6) 6 b -
Provision for possible credit losses 4,420 3,158 7,578
------- ------- ------- -------
Total expenses 24,153 19,309 - 43,462
------- ------- ------- -------
Income before income taxes 9,742 1,221 (393) 10,570
Provision for income taxes (3,903) (499) 149 d (4,253)
------- ------- ------- -------
Net income $ 5,839 $ 722 $ (244) $ 6,317
------- ------- ------- -------
------- ------- ------- -------
Net income per share of common stock $ 0.28 - $ 0.30
------- ------- -------
------- ------- -------
Weighted average common shares and common
equivalent shares outstanding 20,297 872 21,169
------- ------- -------
------- ------- -------

See Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

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PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE YEAR ENDED SEPTEMBER 30, 1996 (a)
(UNAUDITED)

· Enlarge/Download Table
FIRSTPLUS WESTERN PRO
FINANCIAL INTERSTATE FORMA
GROUP, INC. BANCORP COMBINED
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1996 1996 ADJUSTMENTS 1996
------------ ----------- ----------- ------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

REVENUES:
Gains on sales of loans, net $158,639 $ 9,341 $(1,050) d $166,930
Interest income 25,727 10,877 36,604
Servicing income 4,008 1,374 5,382
Other income 9,683 100 9,783
-------- ------- ------- --------
Total revenues 198,057 21,692 (1,050) 218,699
-------- ------- ------- --------
EXPENSES:
Salaries and employee benefits 36,402 5,278 41,680
KSOP contribution -
Interest 16,892 6,347 23,239
Other operating 29,938 5,173 b 35,111
General and administrative 4,588 (4,588) b -
Occupancy expenses 584 (584) b -
Real estate owned expenses 1 (1) b -
Provision for possible credit losses 59,644 155 59,799
-------- ------- ------- --------
Total expenses 142,876 16,953 - 159,829
-------- ------- ------- --------
Income before income taxes 55,181 4,739 (1,050) 58,870
Provision for income taxes (20,969) (1,964) 399 d (22,534)
-------- ------- ------- --------
Net income $ 34,212 $ 2,775 $ (651) $ 36,336
-------- ------- ------- --------
-------- ------- ------- --------
Net income per share of common stock $ 1.35 - $ 1.39
-------- ------- --------
-------- ------- --------
Weighted average common shares and common
equivalent shares outstanding 25,358 872 26,230
-------- ------- --------
-------- ------- --------

See Notes to the Pro Forma Condensed Combined Financial Information.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF WIB

THIS DISCUSSION PRESENTS MANAGEMENT'S ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF WIB AS OF AND FOR THE YEARS ENDED DECEMBER 31,
1996, 1995 AND 1994. THE DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS OF WIB AS OF AND FOR THE YEARS THEN ENDED AND
THE NOTES RELATED THERETO PRESENTED ELSEWHERE IN THIS PROXY
STATEMENT/PROSPECTUS. REFERENCES HEREIN TO "WIB" ARE INTENDED TO REFER TO THE
CONSOLIDATED OPERATIONS OF WIB, INCLUDING CITIZENS, EXCEPT WHERE OTHERWISE
INDICATED OR THE CONTEXT CLEARLY REQUIRES.

GENERAL

WIB originates loans primarily for sale and, to a lesser extent, for
longer-term investment as part of its permanent loan portfolio, which consists
of all loans not held for sale. The primary sources of WIB's operating income
are gain on the sale of loans from mortgage banking activities and net interest
income earned on loans and investments. Net interest income is the difference
between the interest income earned on the loan investment portfolios and the
cost of funds of WIB, consisting primarily of interest paid on its deposits.
Net interest income is further reduced by the provision for loan losses.
Mortgage banking activities generate significant revenue from the sale of loans
in the secondary market and from the servicing and subservicing of loans for
third parties who have purchased the loans from Citizens. Substantially all of
the revenues of WIB are derived from the operations of its wholly-owned
subsidiary financial institution, Citizens, an industrial loan company formed in
1980.

WIB's principal expenses are interest paid on "thrift" or deposit accounts
and operating expenses. Operating expenses consist primarily of employee
compensation, occupancy expense, advertising and promotion and other general and
administrative expenses. WIB's results of operations are also significantly
affected by general economic and competitive conditions, particularly changes in
interest rates, government policies and actions of regulatory authorities.
Future changes in applicable law, regulations or government policies may
materially impact WIB. Lending activities are influenced by the demand for real
estate and other loans, which is in turn affected by the interest rates at which
Citizens' loans are made, general economic conditions affecting loan demand, and
the availability of funds for lending activities.

FINANCIAL CONDITION

DECEMBER 31, 1996 COMPARED WITH DECEMBER 31, 1995. Total assets decreased
$3.3 million, or 2.6%, to $124.5 million at December 31, 1996 from
$127.8 million at December 31, 1995. The decline in total assets was largely
attributable to the shrinkage of the permanent loan portfolio and cash
equivalents. Citizens sold substantially all of its commercial loan portfolio
of $9.7 million in December 1996. With the increased mortgage banking activity
of Citizens and the reduction in its permanent loan portfolio, WIB required less
resources to fund its business and the rates offered on deposit accounts were
reduced to lower total deposits and decrease liabilities. Deposits decreased by
$6.9 million, or 6.1%, to $106.9 million at December 31, 1996 from $113.8
million at December 31, 1995.

Management will continue to focus lending operations on the origination of
home equity loans secured primarily by second liens on real property for sale in
the secondary market and to largely discontinue commercial lending. Citizens
emphasizes the provision of loan products to borrowers who have limited access
to consumer financing for a variety of reasons, including insufficient home
equity values. This mortgage banking emphasis is reflected both in an increase
in loans held for sale by 58.4%, or from $19.0 million at December 31, 1995 to
$30.1 million at December 31, 1996, and in a decrease in the loans receivable
held for portfolio purposes from $21.1 million to $10.5 million. Citizens also
sold the majority of the held-to-maturity investment portfolio, $24.6 million,
and transferred the remainder of this portfolio to the available-for-sale
portfolio. This sale was motivated, in part, by prevailing bond market
conditions and interest rates, which permitted the portfolio to be sold at a
price believed to be favorable based on management's assessment of market
conditions. The sale resulted in a loss of approximately $139,000. The funds
received from the sale of the held-to-maturity investment securities and
commercial loans were generally reinvested in shorter-term, high-grade
investment securities. Investment activities continued to be funded primarily
by deposits.

DECEMBER 31, 1995 COMPARED WITH DECEMBER 31, 1994. Total assets increased
$8.6 million, or 7.2%, to $127.8 million at December 31, 1996 from
$119.2 million at December 31, 1995. As part of the redirection of WIB's
business toward mortgage banking activities, net loans receivable declined by
78.3% to $21.1 million at December 31,

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1995 from $97.4 million at December 31, 1994. Included in such sales was the
sale of the entire $86.7 million Title I Loan portfolio of Citizens to FPFG in
June 1995. See "The Merger---Background of and Reasons for the Merger." At the
same time, loans held for sale in connection with mortgage banking activities
increased from $6.5 million at December 31, 1994 to $19.0 million at
December 31, 1995, an increase of 192.3%. As a result of the sale of the
Title I Loans, WIB experienced a substantial increase in its cash balances of
$18.9 million or 590.6% from $3.2 million at December 31, 1994 to $22.1 million
at December 31, 1995. Substantial investments were also made in mortgage-backed
securities as well as other investment securities, which increased from
$3.5 million at December 31, 1994 to $55.4 million at December 31, 1995, or by
approximately 1,482.9%. Growth in assets in 1995 was funded largely by an
increase in deposits which grew by 5.7% or $6.1 million from $107.7 million at
December 31, 1994, to $113.8 million at December 31, 1995.

RESULTS OF OPERATIONS

GENERAL. Net earnings for 1996 was $2.8 million, representing an increase
of $2.1 million or 284.4% from 1995 net income. The primary reason for this
substantial increase was an increase in the gain on sale of loans in connection
with the mortgage banking activities of Citizens, together with a substantial
reduction in the provision for loan losses reflecting the decrease in loan
charge offs of $3.4 million or 75.9% from 1995 to 1996. Net earnings in 1995 of
$722,000 represented an increase of 86.6% as compared to 1994 net income of
$387,000. Such increase was also largely attributable to increased gain on sale
of loans, and to a substantial contribution of $371,000 to the KSOP in 1994. No
KSOP contributions were made in 1995 or 1996.

TOTAL INTEREST INCOME. Total interest income decreased substantially in
1996, to $10.9 million dollars from $13.1 million dollars in 1995, or a decline
of 16.8%. The major reason for the decline relates to the sale in June 1995 of
$86.7 million in Title I Loans, which had a weighted average yield of almost
14%, and its reinvestment in investment securities with substantially lower
yields. In 1996, actions which reduced interest income included sales of the
higher-yield, longer-term held-to-maturity securities portfolio and
mortgage-backed securities, and the commercial loan portfolio, and reduction in
the overall permanent loan portfolio held by Citizens as operations continued to
be strongly redirected towards mortgage banking activities. Total interest
income in 1995 was down $816,000, or 5.9%, as compared to 1994. This reduction
was due largely to the same factors that reduced interest income in 1996,
including the sale of the Title I portfolio, which substantially reduced
interest income on loans for the second half of 1995.

TOTAL INTEREST EXPENSE. Total interest expense declined by $0.5 million,
or 6.0%, from $6.8 million dollars in 1995 to $6.3 million dollars in 1996,
reflecting the 6.3% decrease in average interest earning liabilities, and
management's lowering of the rates offered on certain deposit accounts .
Interest expense increased substantially in 1995, by 42.9%, as compared to 1994,
reflecting deposit growth in 1995 and increases in the rates paid on term
certificates of deposit.

NET INTEREST INCOME. Net interest income decreased by $1.8 million, or
28.3%, to $4.5 million dollars in 1996 as compared to $6.3 million in 1995.
This was primarily due to a 35.8% decrease in average outstanding loan
receivables, sales of higher-yielding, longer-term securities. In 1995 net
interest income dropped substantially from $9.2 million in 1994 to $6.3 million
in 1995, due in large part to the decrease in outstanding average loan
receivables, including the effect of the sale of Title I Loans.

NET INTEREST INCOME ANALYSIS. The following table presents for the periods
indicated the distribution of average interest-earning assets and the resultant
yields, and the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates. All average balances are monthly average
balances. Loans receivable includes loans held for sale. Nonaccrual loans have
been included in the table as loans having a zero yield.

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PRO FORMA CONDENSED COMBINED BALANCE SHEETS

DECEMBER 31, 1996 (a)
(UNAUDITED)

· Enlarge/Download Table

FIRSTPLUS WESTERN PRO
FINANCIAL INTERSTATE FORMA
GROUP, INC. BANCORP COMBINED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
ASSETS 1996 1996 ADJUSTMENTS 1996
----------- ----------- ----------- --------
(DOLLARS IN THOUSANDS)

Cash and cash equivalents $ 7,496 $ 12,298 $ 19,794
Interest-bearing deposits with banks 245 245
Loans held for sale, net 694,816 30,107 $ (1,443)d 723,480
Investment securities, available for sale 66,992 66,992
Loans receivable, net 10,505 10,505
Accrued interest receivable 445 (445)b -
L/H improvements and equipment 1,051 (1,051)b -
Excess servicing receivable and
servicing rights 288,717 1,738 290,455
Subordinated certificates held for sale 16,879 16,879
Receivable from trusts 50,211 50,211
Deferred income taxes 363 (363)b -
Real estate owned, net 418 (418)b -
Prepaid expenses 226 (226)b -
Other assets 25,022 160 2,503 b 27,685
----------- --------- -------- ----------
Total assets $ 1,083,141 $ 124,548 $ (1,443) $1,206,246
----------- --------- -------- ----------
----------- --------- -------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued
liabilities $ 18,884 $ 2,947 $ 1,215 b
(548)d $ 22,498
Investor payable -
Thrift accounts 106,902 106,902
Warehouse financing facilities 628,594 628,594
Warehouse Lender term line of credit 84,625 84,625
Accrued interest payable 512 (512)b -
Notes payable 2,446 1,723 4,169
Income taxes payable 703 (703)b -
Subordinated notes payable 7,002 7,002
Convertible subordinated notes 69,920 69,920
Allowance for possible credit losses on
loans sold 92,321 92,321
Deferred tax liabilities, net 32,443 32,443
----------- --------- -------- ----------
Total liabilities 936,235 112,787 (548) 1,048,474
----------- --------- -------- ----------
Contingencies and Commitments
Stockholders' equity:
Common stock 250 3,554 (3,554)c
9 e 259
Non-voting common stock 44 44
Additional capital 87,823 3,554 c
(895)d
(9)e 90,473
Retained earnings 58,789 8,248 67,037
Securities valuation allowance (41) (41)
----------- --------- -------- ----------
Total stockholders' equity 146,906 11,761 (895) 157,772
----------- --------- -------- ----------
Total liabilities and stockholders'
equity $ 1,083,141 $ 124,548 $ (1,443) $1,206,246
----------- --------- -------- ----------
----------- --------- -------- ----------

See Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED DECEMBER 31, 1996
(UNAUDITED)

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FIRSTPLUS WESTERN PRO
FINANCIAL INTERSTATE FORMA
GROUP, INC. BANCORP COMBINED
FOR THE THREE FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED MONTHS ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1996 ADJUSTMENTS 1996
---------- --------- ------------- --------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

REVENUES:
Gains on sales of loans, net $ 95,848 $ 3,962 $ (689)d $ 99,121
Interest income 20,432 2,768 23,200
Servicing income 2,908 280 3,188
Other income 4,400 35 4,435
--------- -------- ------- ---------
Total revenues 123,588 7,045 (689) 129,944
--------- -------- ------- ---------

EXPENSES:
Salaries and employee benefits 14,838 1,847 16,685
KSOP contribution -
Interest 13,132 1,582 14,714
Other operating 21,048 1,450 b 22,498
General and administrative 1,306 (1,306)b -
Occupancy expenses 148 (148)b -
Real estate owned expenses (4) 4 b -
Provision for possible credit losses 44,388 (406) 43,982
--------- -------- ------- ---------
Total expenses 93,406 4,473 - 97,879
--------- -------- ------- ---------

Income before income taxes 30,182 2,572 (689) 32,065
Provision for income taxes (11,469) (1,072) 262 d (12,279)
--------- -------- ------- ---------
Net income $ 18,713 $ 1,500 $ (427) $ 19,786
--------- -------- ------- ---------
--------- -------- ------- ---------
Net income per share of common stock $ 0.64 - $ 0.66
--------- ------- ---------
--------- ------- ---------
Weighted average common shares and
common equivalent shares outstanding 29,033 872 29,905
--------- ------- ---------
--------- ------- ---------

See Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
50

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements give
effect to the following pro forma adjustments and are supplemented by the
following information:

(a) FPFG's has a fiscal year ending on September 30 and WIB has a
fiscal year ending on December 31. Accordingly, the unaudited Pro Forma
Condensed Combined Statements of Income combined FPFG's historical results as
of and for the three months ended December 31, 1996 and for the fiscal years
ended September 30, 1994, 1995 and 1996, with WIB's historical results as of
and for the three months ended December 31, 1996 and for the years ended
December 31, 1994, 1995 and 1996, respectively.

(b) The pro forma adjustments to various accounts are reclassifications
to conform WIB line items to FPFG financial presentation.

(c) The pro forma adjustments to Common Stock and Additional Capital
represents the reclassification of the existing common stock in WIB to
additional capital.

(d) Pro forma adjustments to loans held for sale, accounts payable and
accrued liabilities, additional capital, gain on sale of loans and provision
for income tax are to eliminate the gain on loans sold to FPFG by WIB, which
have not been securitized by FPFG.

(e) The pro forma adjustment to common stock and additional capital is to
record the issuance of stock in the acquisition of WIB, accounted for as a
pooling.

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YEAR ENDED DECEMBER 31,
----------------------------------------
1995
----------------------------------------
AVERAGE INT.EARNED/ YIELD/
OUTSTANDING PAID RATE
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
Interest-Earning Assets:
Loans Receivable . . . . . . . . . . . . . . . $ 71,052 $ 10,153 14.29%
Investment securities. . . . . . . . . . . . . 3,852 221 5.74

Mortgage-backed securities &
collateralized mortgage
obligations ("CMOs"). . . . . . . . . . . . 24,212 1,345 5.56
Other. . . . . . . . . . . . . . . . . . . . . 26,352 1,348 5.12
----------- ----------- -----------

Total interest-earning assets. . . . . . . . $125,468 $ 13,067 10.41%

Interest-Bearing Liabilities:
Certificates . . . . . . . . . . . . . . . . . $ 86,091 5,173 6.01%
Passbook accounts. . . . . . . . . . . . . . . 29,525 1,419 4.81
Borrowings . . . . . . . . . . . . . . . . . . 1,834 161 8.78
----------- ----------- -----------
Total interest-bearing
liabilities . . . . . . . . . . . . . . . $117,450 $ 6,753 5.75%

Net interest income. . . . . . . . . . . . . . . $ 6,314
Net interest rate spread . . . . . . . . . . . . 4.66%
Net earning assets . . . . . . . . . . . . . . . $ 8,018
Net interest margin. . . . . . . . . . . . . . . 5.03%
Average interest-earning assets to
average interest-bearing
liabilities. . . . . . . . . . . . . . . . . . 1.07x

YEAR ENDED DECEMBER 31,
----------------------------------------
1996
----------------------------------------
AVERAGE INT.EARNED/ YIELD/
OUTSTANDING PAID RATE
----------- ----------- -----------
(DOLLARS IN THOUSANDS)

Interest-Earning Assets:
Loans Receivable . . . . . . . . . . . . . . . $ 45,690 $ 6,519 14.27%
Investment securities. . . . . . . . . . . . . 8,080 300 3.71

Mortgage-backed securities & . . . . . . . . . 49,531 3,314 6.69
collateralized mortgage
obligations ("CMOs"). . . . . . . . . . . . 16,479 744 4.51
----------- ----------- -----------
Other. . . . . . . . . . . . . . . . . . . . . $ 119,780 10,877 9.08%
Total interest-earning assets. . . . . . . .

Interest-Bearing Liabilities:
Certificates . . . . . . . . . . . . . . . . . $ 72,254 4,454 6.16%
Passbook accounts. . . . . . . . . . . . . . . 36,001 1,705 4.74
Borrowings . . . . . . . . . . . . . . . . . . 1,825 188 10.30
----------- ----------- -----------

Total interest-bearing
liabilities . . . . . . . . . . . . . . . $ 110,080 $ 6,347 5.77%

Net interest income. . . . . . . . . . . . . . . $ 4,530
Net interest rate spread . . . . . . . . . . . . 3.31%
Net earning assets . . . . . . . . . . . . . . . $ 9,700
Net interest margin. . . . . . . . . . . . . . . 3.78%
Average interest-earning assets to . . . . . . .
average interest-bearing
liabilities 1.09x

Interest income and interest expense can fluctuate widely based upon
changes in the level of market interest rates. Net interest income can also be
affected by a change in the composition of assets and liabilities, for example,
if higher yielding loan assets were to replace a like amount of lower yielding
short term government securities. Net interest income is affected by changes in
volume and changes in rates. Volume changes are caused by differences in the
level of interest-earning assets and interest-bearing liabilities. Rate changes
result from differences in yields earned on assets and rates paid on
liabilities.

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The following table presents the dollar amount of changes in interest
income and interest expense for major components of interest-earning assets and
interest-bearing liabilities due to changes in outstanding balances and changes
in interest rates. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume; (i.e., changes in volume multiplied by old rate) and (ii)
changes in rate (i.e., changes in rate multiplied by old volume). For purposes
of this table, changes attributable to both rate and volume which cannot be
segregated, have been allocated proportionately to changes due to volume and
changes due to rate.

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YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
1995 VS. 1994 1996 VS. 1995
----------------------------------- -------------------------------
INCREASE INCREASE
(DECREASE) (DECREASE)
DUE TO DUE TO
--------------------- --------------------
TOTAL TOTAL
INCREASE INCREASE
VOLUME RATE (DECREASE) VOLUME RATE (DECREASE)
---------- -------- ---------- -------- ------- ----------

(IN THOUSANDS)

Interest-earning assets:
Loans receivable $(3,906) $ 740 $(3,166) $(3,624) $ (10) $(3,634)
Mortgage-backed securities and
CMOs 1,154 26 1,180 1,408 561 1,969
Investment Securities (45) 42 (3) 243 (164) 79
Other 803 370 1,173 (504) (100) (604)
------- ------ -------- -------- ----- -------
Total interest-earning assets $(1,994) $1,178 $ (816) $(2,477) $ 287 $(2,190)
------- ------ -------- -------- ----- -------
Interest-bearing liabilities:
Certificates $895 $1,070 $ 1,965 $ (832) $ 113 $ (719)
Passbook accounts (243) 273 30 311 (25) 286
Borrowings 13 20 33 (1) 28 27
------- ------ -------- -------- ----- -------
Total interest-bearing liabilities $ 665 $1,363 $ 2,028 $ (522) $ 116 $ (406)
------- ------ -------- -------- ----- -------
Net decrease in net interest income $(2,844) $(1,784)
-------- --------
-------- --------

PROVISION FOR LOAN LOSSES. WIB provides for loan losses by a charge to
operations based upon management's evaluation of the loan portfolio, past loan
loss experience, economic conditions, and other factors. The level of the
allowance for loan losses as it relates to the total portfolio, the level of
classified assets and the loss experience determines the amount that will be
added to the provision. The provision for loan losses for 1996 decreased by
$3.0 million, or 95.1%, to $0.2 million, as compared to $3.2 million in 1995.
The reasons for the decrease were a substantial reduction in loan charge-off
experience in 1996, in which $1.1 million in loans were charged off, as compared
to 1995 in which $4.5 million in loans were charged off, coupled with the sale
of commercial loans of $9.7 million and a substantial reduction in non-accruing
loans and other classified assets, particularly with respect to the Title I
portfolio. Non-accruing Title I Loans were $0.2 million at December 31, 1996,
as compared to $0.3 million at December 31, 1995 and $4.1 million at
December 31, 1994. See "Business of WIB -- Nonperforming Assets and Classified
Assets." The 1995 loan charge-offs related largely to the Title I Loan business
of Citizens. While economic conditions in California have improved in 1996 and
1995, as compared with prior years, the generally weak California economy in
preceding periods, and attendant high unemployment and devaluation of property
values, continued to adversely affect the ability of borrowers to repay loans in
1995 and 1996. The provision for loan losses increased from $2.9 million in
1994 to $3.2 million in 1995, or 9.4%, reflecting higher charge-offs in 1995 as
compared to 1994 in which $1.2 million in loans were charged off. During 1994
WIB maintained a higher total allowance for loan losses than in 1995 and 1996,
reflecting the generally weaker economy in such year and prior years and the
high level of non-accruing Title I Loans. As of December 31, 1996, 1995 and
1994, the allowance for loan losses represented 3.2%, 5.0% and 3.2%,
respectively, of total loans. The lower allowance (by percentage of loans) in
1994 as compared to 1995 reflects the fact that the Title I Loan HUD reserve
account was higher in 1994 than in 1995, thereby requiring a lower allowance on
the part of WIB.

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NONINTEREST INCOME. Total noninterest income for 1996 increased $3.4
million or 44.9%, to $10.8 million primarily due to increased gain on loan sales
from increased sales of junior lien home equity loans. Servicing fee income
also increased by $0.2 million from $1.2 million in 1995 to $1.4 million in 1996
primarily due to the effect of the sale of Title I Loans with servicing or
subservicing responsibilities retained. Noninterest income increased
substantially in 1995 to $7.5 million from $3.3 million in 1994, an increase of
126.9%. This increase was also due to the increase in gain on sale of loans.

NONINTEREST EXPENSE. Total noninterest expense increased $1.1 million, or
11.2%, in 1996 as compared to 1995. Salaries and employee benefits increased
$0.6 million, or 13.1%, to $5.3 million due to salary increases and additional
staffing required for expanding operations. Other general and administrative
expenses also increased by $0.4 million, or 9.9%, due primarily to increased
lending operations and loan volume, including increases in retail marketing
expenses and the opening of the Seattle, Washington office and related marketing
expense. Noninterest expense increased from $8.9 million in 1994 to $9.4
million, or by 5.6%, due to expansion in lending operations requiring increased
personnel and general and administrative costs. The increase was partially
offset by a substantial reduction in expenses of real estate owned which
declined by $0.3 million in 1995 as compared to 1994.

PROVISION FOR INCOME TAXES. The provision for income taxes for 1996
increased $1.5 million, from $0.5 million in 1995 to $2.0 million, and by $0.2
million in 1995 as compared to 1994, primarily due to increased earnings before
income taxes.

ASSET/LIABILITY MANAGEMENT

The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap." An asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that period. The interest rate sensitivity gap
is defined as the difference between the amount of interest-earning assets
anticipated, based upon certain assumptions, to mature or reprice within a
specific time period and the amount of interest-bearing liabilities anticipated,
based upon certain assumptions, to mature and reprice within that same time
period. A gap is considered positive when the amount of interest rate sensitive
assets exceeds the amount of interest rate sensitive liabilities and negative
when the amount of interest rate sensitive liabilities exceeds the amount of
interest rate sensitive assets. During a period of rising interest rates, a
negative gap would generally tend to adversely affect net interest income while
a positive gap would generally tend to result in an increase in net interest
income. During a period of declining interest rates, a negative gap would
generally tend to result in increased net interest income while a positive gap
would generally tend to adversely affect net interest income. At December 31,
1996, total interest-bearing assets maturing or repricing within one year
exceeded total interest-earning liabilities maturing or repricing in the same
period by $8.6 million, representing a positive cumulative one-year gap as a
percentage of assets of 7.07%.

In an attempt to manage its exposure to changes in interest rates,
management closely monitors WIB's interest rate risk. WIB has an
asset/liability committee of senior management which meets monthly to review
WIB's interest rate risk position, the various product lines and make
recommendations for adjusting such position. On a weekly basis, the President
reviews the rates on both loan and savings products to determine
appropriateness. In addition, the Board of Directors of Citizens reviews the
gap ratio on a monthly basis.

During 1996, WIB originated or purchased for sale or portfolio a total of
approximately $134.0 million in loans, and sold $133.5 million in loans.
During 1995, approximately $86.0 million in loans were originated or purchased
and $140.4 million in loans were sold. By comparison, total loans purchased or
originated in 1994 were approximately $60.0 million, and loans sold were $27.9
million. Loans held for sale increased from $6.5 million at December 31, 1994
to $19.0 million at year-end 1995 and $30.1 million at year end 1996, reflecting
WIB's shift in the nature of its business over the last three years from being
primarily a portfolio lender to mortgage banking. Loans held for sale are
typically held for 30 to 60 days before being sold to investors.

WIB has also shortened the maturity of its investment securities portfolio
from 16.87 years at December 31, 1994, and 20.32 years at year-end 1995 to 3.91
years at year-end 1996, and has substantially increased its average cash
holdings during the last two years in order to fund loan production.

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WIB's cost of funds responds to changes in interest rates due to the
relatively short-term nature of its deposit portfolio. Consequently, the
results of operations are influenced by the level of short-term interest rates.
WIB offers a range of maturities on its deposit products at competitive rates
and monitors the maturities on an ongoing basis.

WIB emphasizes and promotes passbook accounts and term certificates of
deposit with maturities of six months through three years. The passbook
accounts tend to be less susceptible to rapid changes in interest rates;
however, Citizens has paid slightly higher rates on all deposit accounts than
full service commercial banks and savings associations in order to attract
longer-term certificates of deposit, promote the stability of its passbook
accounts and to expand its customer base.

The following table sets forth the interest rate sensitivity of WIB's
assets and liabilities at December 31, 1996 on the basis of certain assumptions.
Except as stated below, the amounts of assets and liabilities shown which
reprice or mature during a particular period were determined in accordance with
the earlier of the repricing timing or contractual term of the asset or
liability.

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MATURING OR REPRICING
--------------------------------------------------------------------
LESS THAN 6-12 OVER 1-3 OVER 3-5 OVER 5
6 MONTHS MONTHS YEARS YEARS YEARS TOTAL
--------- ------ -------- -------- ------- -------
(DOLLARS IN THOUSANDS)

INTEREST-EARNING ASSETS:
Fixed rate mortgage loans. . . . . . . . . . . . . . . . . $ 3 $ 10 $ 210 $ 414 $38,262 $ 38,899
Adjustable rate mortgage loans . . . . . . . . . . . . . . 3,246 142 449 - - 3,837
Consumer loans . . . . . . . . . . . . . . . . . . . . . . 92 29 26 12 154 313
Mortgage backed securities . . . . . . . . . . . . . . . . 9,722 467 317 1,479 2,035 14,010
Investment securities and other. . . . . . . . . . . . . . 64,418 - - 95 - 64,513
------- -------- -------- -------- ------- --------
Total interest-earning assets. . . . . . . . . . . . . . 77,481 648 1,002 2,000 40,441 121,572
------- -------- -------- -------- ------- --------
INTEREST-BEARING LIABILITIES:
Certificates of deposit. . . . . . . . . . . . . . . . . . 50,185 11,396 8,576 3,505 - 73,662
Passbook accounts. . . . . . . . . . . . . . . . . . . . . 3,324 3,324 13,296 13,296 - 33,240
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . 823 477 423 - - 1,723
------- -------- -------- -------- ------- --------
Total interest-bearing liabilities . . . . . . . . . . . 54,332 15,197 22,295 16,801 - 108,625
------- -------- -------- -------- ------- --------
Interest-earning assets less
interest-bearing liabilities . . . . . . . . . . . . . . . $23,149 $(14,549) $(21,293) $(14,801) $40,441 $ 12,947
------- -------- -------- -------- ------- --------
------- -------- -------- -------- ------- --------

Cumulative interest-rate sensitivity gap . . . . . . . . . . $ - $ 8,600 $(12,693) $(27,494) $12,947

Cumulative interest-rate gap as a percentage of assets . . . -% 7.07% (10.44)% (22.62)% 10.65%

In evaluating WIB's exposure to interest rate risk, certain shortcomings
are inherent in the method of analysis presented in the following table. For
example, although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates. Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market rates.
Additionally, some adjustable-rate loans have features which restrict changes in
interest rates on a short-term basis and over the life of the asset. Further,
in the event of a change in interest rates, prepayment levels may deviate
significantly from those assumed in calculating the table. Finally, the ability
of many borrowers to service their debt may decrease in the event of an interest
rate increase. WIB considers all of these factors in monitoring its exposure to
interest rate risk.

LIQUIDITY AND CAPITAL RESOURCES

Citizen's primary sources of funds are deposits, payments of principal and
interest on loans, and proceeds from loan sales. While maturities and scheduled
principal amortization are a reasonably predictable source of funds, deposit
flows, loan prepayments and loan sales are greatly influenced by the level of
interest rates, economic conditions and competition. At the parent company
level, WIB also raises funds from borrowings from the sale of notes payable,
dividends and management fees received from Citizens. WIB has also received
funds from the sale of WIB Common Shares to the KSOP.

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WIB's primary lending and investment activities are the origination of one-
to four-family junior lien loans that are generated for sale, and to a lesser
extent, the purchase of investment and mortgage-backed securities. During the
years ended December 31, 1996, 1995 and 1994, WIB originated and purchased loans
held for sale of $125.6 million, $66.1 million and $29.9 million, respectively.
Investing activities included the purchase of investment and mortgage-backed
securities. Lending and investment activities are funded primarily by the sale
of loans held for sale, principal and interest payments on loans, and increases
in deposits. Proceeds from the sale of loans for the years ended December 31,
1996, 1995 and 1994 were $123.8 million, $53.7 million and $28.0 million,
respectively. Over the same period, deposit balances were relatively static,
amounting to $107.7 million, $113.8 million and $106.9 million, respectively, at
year end 1994, 1995 and 1996.

WIB's liquid assets are cash, cash in banks, Fed Funds sold and investments
in investment securities with maturities of less than one year. The level of
these assets depends on WIB's operating, financing, lending and investing
activities during any given period. At December 31, 1996, 1995 and 1994, these
liquid assets totaled $65.3 million, $31.0 million and $4.2 million,
respectively.

Excess funds are generally invested in interest-earning overnight deposits
or short-term investment securities. In the event Citizens or WIB should
require funds beyond its ability to generate them internally, additional sources
of funds are available through the use of lines of credit with a third-party
bank of $3.8 million, under which $3.2 million in funds were available at
December 31, 1996.

Management believes that the liquidity and resources of WIB are adequate to
fund all foreseeable needs.

Shareholders' equity increased by $2.5 million, or 27.2%, to $11.8 million
at December 31, 1996 from $9.2 million at December 31, 1995. In 1995
stockholders' equity increased $1.1 million, or 13.8%, from $8.1 million at
December 31, 1994. Such increases were largely attributable to earnings, with
stock purchased by the KSOP contributing approximately $300,000 to stockholders'
equity in 1995 and $45,000 in 1996.

Current risk-based capital standards of the FDIC imposed under federal law
generally require insured financial institutions to maintain a ratio of "core"
or "Tier 1" capital (consisting principally of common equity) to adjusted total
assets (leverage ratio) of at least 4% to 5%, a ratio of Tier 1 capital to risk
weighted assets of at least 4%, and a ratio of total capital (which includes
Tier 1 capital plus certain forms of subordinated debt, a portion of the
allowance for loan losses and preferred stock) to risk weighted assets of at
least 8%. Risk weighted assets are calculated by multiplying the balance in
each category of assets according to a risk factor which ranges from zero for
cash assets and certain government obligations to 100% for some types of loans,
and adding the products together.

In 1991, the Federal Deposit Insurance Corporation Improvements Act
("FDICIA") was enacted. FDICIA includes significant changes to the legal and
regulatory environment for insured depository institutions, and specifies
requirements for the taking of prompt corrective action by the FDIC if an
institution fails to maintain certain capital ratios. The capital categories
are "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized."
Institutions characterized as undercapitalized or worse are subject to certain
restrictions including the requirement to file a capital plan with its primary
federal regulator, prohibitions on the payment of dividends and management fees,
restrictions on executive compensation and increased supervisory monitoring,
among other things. Other restrictions may be imposed on the institution by the
DOC or by the FDIC, including requirements to raise additional capital, sell
assets or sell the entire institution.

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The following is a summary of the capital ratios of Citizens at December
31, 1996 as compared to minimum regulatory requirements for an institution to be
considered adequately capitalized and the requirements for being well
capitalized.

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TO BE WELL-CAPITALIZED
FOR CAPITAL ADEQUACY UNDER PROMPT
ACTUAL PURPOSES CORRECTIVE ACTION PROVISIONS
------------------- -------------------- ----------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------------ ----- ------ ----- ------- -----

Total capital (to risk-weighted
assets). . . . . . . . . . . . . . $13,725,490 23.7% $4,463,797 8.0% $5,804,746 10.0%
Tier 1 capital (to average assets). . 12,999,897 10.3 5,034,148 4.0 6,292,684 5.0
Tier 1 capital (to risk-weighted
assets). . . . . . . . . . . . . . 12,999,897 22.4 2,321,898 4.0 3,482,848 6.0

As reflected in the preceding table, at December 31, 1996, Citizens was
"well-capitalized" under the prompt corrective action provisions of FDICIA.

Regulations of the DOC also require industrial loan companies not to exceed
a defined ratio of outstanding "thrift" or deposit accounts in relation to
stockholders' equity less retained earnings restricted as to distribution and
certain intangible assets. The ratio established for Citizens is 20 to 1. In
addition, state law and regulations require Citizens to maintain a minimum
capital stock of $1,250,000 plus a portion of retained earnings restricted as to
distribution. At December 31, 1996, Citizens was in compliance with all state
capital requirements.

IMPACT OF INFLATION AND CHANGING PRICES

The consolidated financial statements and notes thereto presented herein
have been prepared in accordance with GAAP, which require the measurement of
financial position and operating results in terms of historical dollars without
considering the change in the relative purchasing power of money over time due
to inflation. The impact of inflation is reflected in the increased cost of
WIB's operations. Unlike most industrial companies, nearly all the assets and
liabilities of WIB are monetary. As a result, interest rates have a greater
impact on WIB's performance than do the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or to the same
extent as the price of goods and services.

EFFECT OF RECENT ACCOUNTING STANDARDS

In June 1996, the FASB issued FASB 125. FASB 125 addresses the accounting
for all types of loan sales, securitization transactions, securities lending and
repurchase agreements, collateralized borrowing arrangements and other
transactions involving the transfer of financial assets. FASB 125 distinguishes
transfers of financial assets that are sales from transfers that are secured
borrowings. FASB 125 is generally effective for transactions that occur after
December 31, 1996, and it is to be applied prospectively. FASB 125 will require
WIB to allocate the total costs of mortgage loans sold to the mortgage loans
sold (servicing released), retained certificates and servicing rights based on
their relative fair values. WIB will be required to assess the retained
certificates and servicing rights for impairment based upon the fair value of
those rights. The pronouncement also will require WIB to provide additional
disclosure about the retained certificates and to account for these assets at
fair value in accordance with FASB 115. WIB will apply the news prospectively
beginning in the first calendar quarter of 1997 and, based on current
circumstances, does not believe the application of the new rules would have a
material impact on WIB's financial statements. There can be no assurance,
however, that the implementation by WIB of FASB 125 will not reduce WIB's gain
on sale of loans in the future or otherwise adversely affect WIB's results of
operations or financial condition.

Prior to January 1, 1996, WIB accounted for its stock option plan in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
As such, compensation expense would be recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. On
January 1, 1996, WIB adopted Statement of Financial Accounting Standards No. 123
("SFAS No. 123"), "Accounting for Stock-Based Compensation," which permits
entities to recognize

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as expense over the vesting period the fair value of all stock-based awards on
the date of grant. Alternatively, SFAS No. 123 also allows entities to continue
to apply the provisions of APB Opinion No. 25 and provide pro forma net income
and pro forma earnings per share disclosures for employee stock option grants
made in 1995 and future years as if the fair-value-based method defined in SFAS
No. 123 had been applied. WIB has elected to continue to apply the provisions
of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS
No. 123.

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BUSINESS OF WIB

GENERAL

WIB is a financial institution holding company organized in 1979 under the
laws of the State of California for the primary purpose of holding all of the
outstanding shares of Citizens. WIB's only significant asset is the capital
stock of Citizens. WIB also owns Citizens Group, Inc., which acts as a trustee
in deeds of trust securing real estate loans made by Citizens. WIB is not a
bank holding company under the Bank Holding Company Act of 1956, as amended, or
a savings and loan association holding company under the Home Owners' Loan Act
of 1933, as amended, and, therefore, is not subject to supervision and
regulation by the Board of Governors of the Federal Reserve System or the Office
of Thrift Supervision.

Citizens is a California licensed industrial loan company that commenced
business in 1980 and is supervised and regulated by the DOC and the FDIC. The
deposits of Citizens are insured by the FDIC up to applicable limits. Citizens
services its customers through five full service branch offices located in the
California cities of Anaheim Hills, Citrus Heights, Concord, Irvine, and San
Clemente. It also operates additional loan production offices in Tustin,
California, Las Vegas, Nevada, Phoenix, Arizona and Seattle, Washington. The
executive offices of both WIB and Citizens are located at 18302 Irvine
Boulevard, Suite 300, Tustin, California 92680 and its telephone number at that
address is (714) 573-7500.

Citizens offers deposit accounts having a wide range of interest rates and
terms, which consist of passbook accounts and term certificates of deposit.
Citizens does not offer traditional banking services, such as checking accounts
or safe deposit boxes.

At December 31, 1996, WIB employed a total of 133 full-time and 18
part-time employees.

MARKET AREAS

Citizens accepts deposits at its California branches and originates one- to
four-family real estate mortgage loans primarily within California, Arizona,
Nevada and Washington. During 1996, these states accounted for 80.2%, 7.3%,
7.8% and 4.7%, respectively, of Citizens' total loan originations.

LENDING ACTIVITIES

GENERAL. WIB focuses its lending activities on one- to four-family junior
lien home equity loans, including Title I Loans, and, to a lesser extent first
lien mortgage loans, and, from time to time, commercial and multi-family real
estate loans. Loans are generally originated for sale in the secondary market
and, to a lesser extent, to be retained in its loan portfolio.

Citizens' loans are primarily originated directly with the consumer by mass
mail solicitations, advertising in local newspapers, distributing fliers to
homes and references from realtors and the local business community. To a
lesser extent, Citizens also purchases loans from loan correspondents. Each
loan is pre-approved by Citizens prior to origination or purchase utilizing
WIB's underwriting criteria and those of its investors, in the case of loans
originated for sale. Citizens solicits and processes loan requests received at
each branch location. Following analysis of the borrower's credit and cash
flows and collateral appraisals, all loans may be approved by designated
officers up to $100,000 for junior lien loans and $225,000 for first lien loans.
All loans in excess of these amounts must be approved by the Loan Committee
which currently consists of Messrs. McGuire, Williams, Kagnoff and Rich. See
"Management of WIB--Meetings and Committees of the WIB Board."

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PORTFOLIO COMPOSITION. The following information presents the composition
of the loan portfolio in dollar amounts and in percentages (before deductions
for loans held for sale, deferred fees and discounts and allowance for loan
losses) as of the dates indicated.

· Enlarge/Download Table

DECEMBER 31,
------------------------------------------
1995 1996
------------------ -------------------
AMOUNT PERCENT AMOUNT PERCENT
--------- ------- -------- -------
(DOLLARS IN THOUSANDS)

Real Estate:
Title I . . . . . . . . . . . . . . . . . . . $ 10,590 24.54% $ 7,570 17.58%
One to four family - first lien . . . . . . . 6,761 15.67 6,443 14.97
One to four family - junior lien. . . . . . . 16,569 38.40 28,645 66.54
Commercial real estate. . . . . . . . . . . . 8,121 18.82 78 0.18
Multi-family. . . . . . . . . . . . . . . . . 906 2.10 - 0.00

Total real estate loans. . . . . . . . . . 42,947 42,736

Consumer loans . . . . . . . . . . . . . . . . . 201 0.47 313 0.73
------- ------ -------- ------

Total loans. . . . . . . . . . . . . . . . $ 43,148 100.0 % $ 43,049 100.0 %
-------- ----- -------- ------
-------- ----- -------- ------

Less:
Loans held for sale . . . . . . . . . . . . . $(18,960) $(30,107)
Deferred fees and discounts . . . . . . . . . ( 876) ( 1,045)
Allowance for loan losses . . . . . . . . . . ( 2,177) ( 1,392)
-------- --------

Total loans receivable, net. . . . . . . . $ 21,135 $ 10,505
-------- --------
-------- --------

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The following table shows the composition of WIB's loan portfolio by fixed
and adjustable rate at the dates indicated.

· Enlarge/Download Table

DECEMBER 31,
-------------------------------------------
1995 1996
------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- -------
(DOLLARS IN THOUSANDS)

Fixed-Rate Loans:
Real Estate:
Title I . . . . . . . . . . . . . . . . . . . $ 10,590 24.54% $ 7,570 17.58%
One to four family - first lien . . . . . . . 3,738 8.66 2,908 6.76
One to four family - junior lien. . . . . . . 16,282 37.74 28,421 66.02
-------- ------ -------- ------

Total real estate loans. . . . . . . . . . 30,610 70.94 38,899 90.36

Consumer loans . . . . . . . . . . . . . . . . . 201 0.47 313 0.73
-------- ------ -------- ------

Total fixed rate loans . . . . . . . . . . 30,811 71.41 39,212 91.09
-------- ------ -------- ------

Adjustable-Rate Loans:
Real Estate:
One- to four-family - first lien. . . . . . . 287 0.66 224 0.52
One-to four-family - junior lien. . . . . . . 8,121 18.82 78 0.18
Commercial real estate. . . . . . . . . . . . 906 2.10 - -
Multi-family. . . . . . . . . . . . . . . . . 3,023 7.01 3,535 8.21
-------- ------ -------- ------

Total adjustable-rate loans. . . . . . . . 12,337 28.59 3,837 8.91
-------- ------ -------- ------

Total loans. . . . . . . . . . . . . . . . $ 43,148 100.00% $ 43,049 100.00%
-------- ------ -------- ------
-------- ------ -------- ------

Loans held for sale . . . . . . . . . . . . . $(18,690) $(30,107)
Deferred fees and discounts . . . . . . . . . ( 876) ( 1,045)
Allowance for loan losses . . . . . . . . . . ( 2,177) ( 1,392)
-------- --------

Total loans receivable, net. . . . . . . . $ 21,135 $ 10,505
-------- --------
-------- --------

ONE- TO FOUR-FAMILY RESIDENTIAL MORTGAGE LENDING. WIB is also engaged in
residential loan originations in its market areas. WIB currently offers
fixed-rate and adjustable rate one- to four-family mortgage loans. WIB focuses
its one- to four-family lending efforts primarily on the origination of home
equity loans secured by junior liens on owner-occupied, one- to four-family
residences. Such loans are generally originated for sale to investors in the
secondary market. At December 31, 1996, WIB held $28.6 million or 66.5% of
total loans at such date. LTV ratios for such loans may go up to 125% at
origination or purchase, depending on the loan program and the requirements of
investors. Loans have a maximum term of 20 years, fully amortized.

WIB also originates one- to four-family first lien loans with terms of up
to 30 years in amounts generally up to 90% of the appraised value of the
security property. For loans with a LTV ratio in excess of 80%, WIB generally
requires that private mortgage insurance be obtained in an amount sufficient to
reduce WIB's exposure to 75% or less of the LTV level. WIB generally sells
fixed-rate one- to four-family first lien loans, servicing retained in the
secondary market while holding in portfolio adjustable-rate one- to four-family
first lien loans.

In underwriting one- to four-family residential real estate loans, WIB
evaluates both the borrower's ability to make monthly payments and the value of
the property securing the loan. Properties securing real estate loans made by
WIB are generally appraised by independent appraisers approved by the WIB Board.
WIB generally requires borrowers to obtain title insurance (or conducts a title
search with respect to home equity loans) and fire and property insurance
(including flood insurance, if necessary) in an amount not less than the lesser
of the amount of the loan or replacement

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cost for loans held in portfolio. Real estate loans originated by WIB generally
contain a "due on sale" clause allowing WIB to declare the unpaid principal
balance due and payable upon the sale of the security property.

FHA INSURED TITLE I PROPERTY IMPROVEMENT LOANS. Since 1984, WIB has been
involved in the origination, purchase and servicing of Title I Loans, which are
insured by the United States under a program administered by HUD. Title I Loan
originations are generated by WIB's marketing efforts, its present customers,
walk-in customers and referrals from real estate agents. Title I loans are also
purchased from other HUD-approved lenders. Under the Title I Program sponsored
by HUD, eligible borrowers finance property improvements and HUD insures WIB
against principal loss of 90% of the outstanding balance at the time of default.

Prior to 1995, Title I lending constituted WIB's principal lending
activity. However, in 1995, other high LTV home equity loan products offering
higher loan balances diminished the competitiveness of the Title I Program, in
which loans on property in which the borrower has no equity are limited to
$25,000. In addition, the FDIC had expressed its concern to Citizens that
Citizens was overly concentrated in the Title I Loan business, which amounted to
$89.7 million, or 82.3% of total loans at December 31, 1994, and increasing
delinquencies were requiring increased reserves for losses on the Title I Loans.
In June 1995, WIB sold $86.7 million in Title I Loans then held in its portfolio
to FPFG and is now emphasizing the origination of other second mortgage home
equity products for sale. In 1996, WIB originated or purchased $13.0 million in
Title I Loans, compared with $30.5 million in 1995 and $35.4 million in 1994.
At December 31, 1996, WIB held $7.6 million in Title I Loans, representing 17.6%
of total loans, as compared to $10.6 million at year-end 1995 and $89.7 million
at year-end 1994.

WIB currently sells the insured and uninsured portions of the Title I Loans
originated with interest rates below a designated yield in the secondary market
with servicing retained on sales to Fannie Mae and servicing released on sales
to other investors. Prior to 1996, WIB generally retained the uninsured 10%
portion for its portfolio.

The maximum loan amount permitted under this program is $25,000 for a
single-family residence, up to $60,000 for a multi-family unit and $25,000 on
non-residential real estate property. No equity is required for loans for
$25,000 or less. Title I Loans are fully amortizing with maximum terms to
maturity of 20 years. WIB evaluates the borrower's credit worthiness through
the use of a consumer credit report, verification of employment and a review of
the debt-to-income ratio of the borrower, which generally may not exceed 45% of
the applicant's gross income.

WIB is obligated to pay 1/2% per year of the original principal balance on
the loan anniversary for the cost of FHA insurance. WIB passes this charge on
to the borrower. The FHA insurance is a coinsurance program in which HUD
insures 90% of the loss of the outstanding principal of each loan in the event
of default. In the event of default, WIB will incur a loss on the 10% uninsured
portion of the loan. WIB's insurance contract with HUD limits the overall
amount of insurance claims that may be paid to Citizens to 10% of the amount
disbursed, advanced or expended by WIB originating or purchasing Title I Loans.
HUD has established a reserve account in that amount and adjusts the balance as
claims are paid and new loans are originated or acquired and annually reduces
the reserve balance by 10% to provide for prepayments of loans. At December 31,
1996, the entire $7.6 million in Title I Loans held by WIB were uninsured.

COMMERCIAL AND MULTI-FAMILY REAL ESTATE LENDING. WIB has also engaged in
commercial and multi-family real estate lending in its market areas, but does
not intend to make such loans on other than an occasional basis in the future.
At December 31, 1996, WIB had commercial real estate loans, of which $78,000
were nonaccrual, and no multi-family real estate loans.

CONSUMER LENDING. WIB engages in consumer lending to a limited extent on a
secured or unsecured basis, as well as offering loans secured by deposit
accounts. However, at December 31, 1996, WIB had only $313,000 in such loans.
Management is considering expanding these product lines in the future.

ORIGINATIONS, PURCHASES, SALES AND SERVICING OF LOANS

For the year ended December 31, 1996, WIB originated or purchased, for sale
and for portfolio, approximately $134.0 million of net loans, compared to $86.0
million and $60.0 million in 1995 and 1994, respectively. Loan originations are
handled by the regular employees of WIB on both a salary and commission basis.
Loans are purchased through approved correspondents

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WIB currently sells virtually all one-to four-family fixed rate, and a
substantial part of its variable rate loan production, junior lien loans and
Title I Loans, and one- to four-family fixed-rate first lien loans to secondary
market purchasers. WIB sold loans in aggregate amounts of $123.8 million, $53.7
million and $27.9 million during the years ended December 31, 1996, 1995 and
1994 respectively.

When loans are sold, WIB may retain the responsibility for servicing the
loans. WIB receives a fee for performing these services. WIB serviced for
others mortgage loans amounting to $105.3 million, $118.7 million and $42.0
million at December 31, 1996, 1995 and 1994, respectively. Included within
these amounts are $23.0 million, $27.9 million and $38.0 million of Title I
Loans, respectively, at December 31, 1996, 1995 and 1994.

NON-PERFORMING ASSETS AND CLASSIFIED ASSETS

Generally, when a borrower fails to make a required payment on real estate
secured loans and other loans WIB institutes collection procedures by telephone
or mail when the loan becomes five days delinquent. For one- to four-family
home equity junior lien loans, a notice of breach is mailed 10 days after
default. The customer is contacted again, by telephone, if the delinquency is
not promptly cured. In most cases, delinquencies are cured promptly; however,
if a loan secured by real estate or other collateral has been delinquent for
more than 60 days, a final letter is sent demanding payment and the customer is
requested to make arrangements to bring the loan current. At 90 days past due,
if in the opinion of management the equity in the property warrants, a
thirty-day foreclosure notice may be sent, and if the loan is 120 days overdue,
unless satisfactory arrangements have been made, immediate repossession
commences or foreclosure proceedings are instituted. If a Title I Loan is 241
days overdue and is secured by equity that is deemed insufficient for
foreclosure a claim may be filed with HUD for the payment of 90% of the
principal and delinquent interest.

The following table sets forth WIB's loan delinquencies by type, by amount
and by percentage of type at December 31, 1996.

· Enlarge/Download Table

30-59 DAYS 60-89 DAYS 90+ DAYS
-------------------------- ------------------------- -------------------------
% OF LOAN % OF LOAN % OF LOAN
NUMBER AMOUNT CATEGORY NUMBER AMOUNT CATEGORY NUMBER AMOUNT CATEGORY
------ ------ --------- ------ ------ -------- ------ ------ ---------
(DOLLARS IN THOUSANDS)

Real Estate:
Title I. . . . . . . . . . . . . . . . . 57 $ 264 3.49% 25 $ 74 0.98% 50 $ 167 2.21%
One to four family - first liens . . . . 2 151 2.34 - - - - - -
One to four family - junior liens. . . . 1 26 0.09 - - - 1 16 0.06
Commercial . . . . . . . . . . . . . . . - - - - - - 1 78 100.00

Consumer - Non-real estate . . . . . . . . - - - 1 5 1.60 1 1 0.32
------ ----- ----- ----- ------ ------

Total. . . . . . . . . . . . . . . . 60 $ 441 1.02% 26 $ 79 0.18% 53 $ 262 0.61%
------ ----- ----- ----- ------ ------
------ ----- ----- ----- ------ ------

The table below sets forth the amounts and categories of non-performing
assets in WIB's loan portfolio. Loans are placed on nonaccrual status when the
loans are 90 days delinquent or when collection of principal and/or interest
become doubtful. WIB does not have any loans classified as "troubled debt
restructurings" as defined in Statement of Financial Accounting Standards
No. 15. Foreclosed assets include assets acquired in settlement of loans. As
of December 31, 1996, WIB had no accruing loans that were contractually past due
90 days or more. At December 31, 1995, WIB had one restructured loan not
included in the foregoing table that was performing in accordance with the
restructured terms. At December 31, 1996, WIB had no restructured loans.

S-4 75th Page of 180 TOC 1st Previous Next Bottom Just 75th
· Enlarge/Download Table

YEAR ENDED DECEMBER 31,
-----------------------
1995 1996
--------- ---------
(DOLLARS IN THOUSANDS)

Nonaccrual loans:
Real Estate:
Title I . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 264 $ 167
One- to four-family - first lien . . . . . . . . . . . . . . . 45 -

One- to four-family - junior lien. . . . . . . . . . . . . . . 56 16
Commercial real estate . . . . . . . . . . . . . . . . . . . . 396 78
Multi-family . . . . . . . . . . . . . . . . . . . . . . . . . - -

Consumer - non real estate . . . . . . . . . . . . . . . . . . . - 1
-------- --------

Total nonaccrual loans . . . . . . . . . . . . . . . . . . . $ 761 $ 262
-------- --------

Foreclosed assets:
Real Estate:
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96 $ 144
Multi-family . . . . . . . . . . . . . . . . . . . . . . . . . - 185
One- to four-family - first lien . . . . . . . . . . . . . . . - 89
-------- --------
Total foreclosed assets. . . . . . . . . . . . . . . . . . $ 96 $ 418
-------- --------
Total non-performing assets. . . . . . . . . . . . . . . . $ 857 $ 680
-------- --------
-------- --------
Non-accruing loans as a percentage of total loans. . . . . . . 0.60% 0.21%
Non-performing assets as a percentage of total assets. . . . . 0.67% 0.55%
Allowance for loan losses to non-performing loans. . . . . . . 286.07% 531.30%

For the year ended December 31, 1996, gross interest income which would
have been recorded had the nonaccrual loans been current in accordance with
their original terms amounted to $10,399. No interest income was recorded on
nonaccrual loans in 1996. All accrued interest is reversed when loans are
placed on nonaccrual status.

Real estate owned at December 31, 1996 consists of five real estate
properties with an aggregate net book value of $417,559.

OTHER LOANS OF CONCERN. As of December 31, 1996, there were four loans
aggregating $116,000 that were not included in the table or discussed above
where known information about the possible credit problems of borrowers caused
management to have doubts as to the ability of the borrower to comply with
present loan repayment terms. The largest of such loans is a home loan secured
by a second lien on a residence in Southern California with an unpaid principal
balance of $52,000 at December 31, 1996.

These loans have been considered by management in conjunction with the
analysis of the adequacy of the allowance for loan losses.

CLASSIFIED ASSETS. Federal regulations provide for the classification of
loans and other assets such as debt and equity securities considered by the FDIC
and DOC to be of lesser quality as "substandard," "doubtful" or "loss." An
asset is considered "substandard" if it is inadequately protected by the current
net worth and paying capacity of the obligor or of the collateral pledged, if
any. "Substandard" assets include those characterized by the "distinct
possibility" that the institution will sustain "some loss" if the deficiencies
are not corrected. Assets classified as "doubtful" have all of the weaknesses
inherent in those classified "substandard," with the added characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently existing facts, conditions and values, "highly questionable and
improbable." Assets classified as "loss" are those considered "uncollectible"
and of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted.

When an institution classifies problem assets as either substandard or
doubtful, it may establish general allowances for loan losses in an amount
deemed prudent by management. General allowances represent loss allowances
which have been established to recognize the inherent risk associated with
lending activities, but which, unlike specific

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allowances, have not been allocated to particular problem assets. When an
institution classifies problem assets as "loss," it is required either to
establish a specific allowance for losses equal to 100% of that portion of the
asset so classified or to charge-off such amount. An institution's
determination as to the classification of its assets and the amount of its
valuation allowances is subject to review by the FDIC and the DOC, who may order
the establishment of additional general or specific loss allowances.

On the basis of management's review of its assets at December 31, 1996,
Citizens classified assets, including real estate owned, totaled $173,000 as
substandard, $35,000 as doubtful and none as loss.

ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the risk
inherent in its loan portfolio and changes in the nature and volume of its loan
activity. Such evaluation, which includes a review of loans for which full
collectibility may not be reasonably assured, considers, among other matters,
the loan classifications discussed above, the estimated fair value of the
underlying collateral, economic conditions, historical loan loss experience, and
other factors that warrant recognition in providing for an adequate loan loss
allowance.

Real estate properties acquired through foreclosure are recorded at fair
value less estimated carrying costs and costs of disposition. If fair value at
the date of foreclosure is lower than the balance of the related loan, the
difference will be charged-off to the allowance for loan losses at the time of
transfer. Valuations are periodically updated by management and if the value
declines, a specific provision for losses on such property is established by a
charge to operations.

Although management believes that it uses the best information available to
determine the allowance, unforeseen market conditions could result in
adjustments and net earnings could be significantly affected if circumstances
differ substantially from the assumptions used in making the final
determination. Future additions to the allowance will be the result of periodic
loan, property and collateral reviews, as well as the level of the HUD reserve
for Title I Loans and thus cannot be predicted in advance. In addition, federal
and state regulatory agencies, as an integral part of the examination process,
periodically review the allowance for loan losses. Such agencies may require
Citizens to recognize additions to the allowance level based upon their judgment
of the information available to them at the time of their examination. At
December 31, 1996, WIB had a total allowance for loan losses of $1.4 million,
representing 531.3% of total nonperforming loans, and 3.2% of total loans.

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The following table sets forth an analysis of Citizens' allowance for loan
losses:

YEAR ENDED DECEMBER 31,
-----------------------
1995 1996
---------- ----------
(DOLLARS IN THOUSANDS)

Balance at beginning of period . . . . . . . . . $ 3,442 $ 2,177
Charge-offs:
Title I. . . . . . . . . . . . . . . . . . . . 4,422 850
One to four family - first trust deed. . . . . 25 23
One to four family - junior lien . . . . . . . 81 39
Commercial . . . . . . . . . . . . . . . . . . - 108
Multi-family . . . . . . . . . . . . . . . . . - 70
Non-real estate. . . . . . . . . . . . . . . . 10 4
---------- ----------
Total . . . . . . . . . . . . . . . . . . . $ 4,538 $ 1,094
---------- ----------
---------- ----------
Recoveries:
Title I. . . . . . . . . . . . . . . . . . . . 104 100
One to four family - first trust deed. . . . . - 17
One to four family - junior lien . . . . . . . 6 16
Commercial . . . . . . . . . . . . . . . . . . - 17
Non-real estate. . . . . . . . . . . . . . . . 5 4
---------- ----------
Total. . . . . . . . . . . . . . . . . . . . $ 115 $ 154
---------- ----------
---------- ----------

Net charge-offs. . . . . . . . . . . . . . . . . 4,423 940
Additions charged to operations. . . . . . . . . 3,158 155
---------- ----------
Balance at end of period . . . . . . . . . . . . $ 2,177 $ 1,392
---------- ----------
---------- ----------
Ratio of net charge-offs during the
period to average loans outstanding
during the period . . . . . . . . . . . . . . 6.23% 2.06%
Ratio of net charge-offs during the period
to average non-performing assets . . . . . . . 164.61% 69.12%

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The distribution of the allowance for losses on loans at the dates
indicated is summarized as follows:

· Download Table
DECEMBER 31,
-------------------------------------
1995 1996
------------------ -----------------
% TO TOTAL % TO TOTAL
AMOUNT LOANS (1) AMOUNT LOANS (1)
------ --------- ------ ---------

(DOLLARS IN THOUSANDS)

Title I. . . . . . . . . . . . . . . . $1,288 24.54% $ 954 17.58%

One to four family - first lien. . . . 36 15.67 26 14.97

One to four family - junior lien . . . 204 38.40 326 66.54

Commercial . . . . . . . . . . . . . . 542 18.82 34 0.18

Multi-family . . . . . . . . . . . . . 51 2.10 - 0.00

Consumer - Non-real estate . . . . . . 6 0.47 8 0.73

Unallocated. . . . . . . . . . . . . . 50 44
------ ------- ------ -------

Total. . . . . . . . . . . . . . . $2,177 100.00% $1,392 100.00%
------ ------- ------ -------
------ ------- ------ -------

-----------------
(1) Percentage is the percent of loans in each category to total loans

INVESTMENT ACTIVITIES

WIB's investments are managed in accordance with a written investment
policy adopted by the WIB Board. Generally, the investment policy of WIB is to
invest funds among various categories of investments and maturities based upon
WIB's need for liquidity, in order to generate income, to provide collateral for
borrowings, if needed, and to fulfill its asset/liability management policies.

At December 31, 1996, WIB had an investment portfolio consisting
principally of United States government and federal agency obligations. At that
date, WIB's investment securities, including mortgage-backed securities, totaled
$67.0 million, or 53.8% of its total assets. It is WIB's general policy to
purchase United States Government securities and federal agency obligations and
other investment grade securities. Investments are classified as
"held-to-maturity" or "available-for-sale" in accordance with FASB 115. In
December 1996, WIB sold $24.7 million of its held-to-maturity portfolio and
transferred the balance of $2.4 million to the available-for-sale portfolio.

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The following table sets forth the composition of the available-for-sale
and held-to-maturity investment securities portfolios at the dates indicated:

· Enlarge/Download Table

DECEMBER 31,
--------------------------------------------
1995 1996
--------------------- ---------------------
(IN THOUSANDS)

AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
--------- --------- --------- ---------

Investment Securities (available-for-sale):
Federal National Mortgage Association ("FNMA") . . . $ 22,107 $ 22,161 $ 55,962 $ 55,868
Federal Home Loan Mortgage Corporation ("FHLMC") . . 3,758 3,839 329 335
Small Business Administration ("SBA"). . . . . . . . 9,907 9,925 8,396 8,315
Other Mortgages. . . . . . . . . . . . . . . . . . . -- -- 2,377 2,474
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . . . . . . . . . . $ 35,772 $ 35,925 $ 67,064 $ 66,992
--------- --------- --------- ---------
--------- --------- --------- ---------

Investment Securities (held-to-maturity):
FNMA . . . . . . . . . . . . . . . . . . . . . . . . $2,204 $ 2,246 $ - $ -
FNMA . . . . . . . . . . . . . . . . . . . . . . . . 10,692 10,766 - -
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . 9,896 9,908 - -
Student Loan Marketing Association . . . . . . . . . 1,000 1,000 - -
U.S. Treasuries. . . . . . . . . . . . . . . . . . . 0 0 - -
Other Mortgages. . . . . . . . . . . . . . . . . . 762 762 - -
--------- --------- --------- ---------
Total. . . . . . . . . . . . . . . . . . . . . . . $ 24,554 $ 24,682 $ - $ -
--------- --------- --------- ---------
--------- --------- --------- ---------

The composition, maturities and average yields of all investment securities
at December 31, 1996 are indicated in the following table:

· Enlarge/Download Table

DECEMBER 31, 1996
-------------------------------------------------------------------------------------------

LESS THAN 1 YEAR 1 TO 5 YEARS OVER TEN YEARS
------------------- ------------------ --------------------

AMOR- AMOR- AMOR- TOTAL TOTAl
TIZED FAIR TIZED FAIR TIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE COST VALUE COST VALUE
------- ------- ------ ------ ------- ------- --------- -------
(DOLLARS IN THOUSANDS)

FNMA.. . . . . . . . . . . . $53,093 $52,981 $1,484 $1,479 $1,385 $1,408 $55,962 $55,868
FHLMC. . . . . . . . . . . . 18 18 311 317 - - 329 335
SBA. . . . . . . . . . . . . - - - - 8,396 8,315 8,396 8,315
Other Mortgages. . . . . . . - - - - 2,377 2,474 2,377 2,474
------- ------- ------ ------ ------- ------- ------- -------
Total. . . . . . . . . . . $53,111 $52,999 $1,795 $1,796 $12,158 $12,197 $67,064 $66,992
------- ------- ------ ------ ------- ------- ------- -------
------- ------- ------ ------ ------- ------- ------- -------

Weighted average yield . . . 5.28% 6.95% 6.57% 5.56%

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WIB's investment securities portfolio at December 31, 1996 contained
neither securities of any issuer nor tax-exempt securities with an aggregate
book value in excess of 10% of WIB's stockholders' equity, excluding those
issued by the United States Government.

SOURCES OF FUNDS

GENERAL. WIB's sources of funds are proceeds from the sale of loans,
deposits, borrowings, payment of principal and interest on loans, and interest
earned on or maturation of investment securities and funds provided from the
operations.

Borrowings, including lines of credit from commercial banks, have been used
at times to compensate for deposit inflows at less than projected levels or as a
cost-effective alternative to deposits, may be used on a longer-term basis to
support expanded lending activities, and may also be used to match fund a
corresponding asset. WIB, at the parent company level, also has borrowings
consisting of unsecured notes to directors, executive officers, stockholders and
other persons. See Notes 6 and 7 to Notes to consolidated Financial Statements.

DEPOSITS. WIB offers a variety of deposit accounts having varying ranges
of interest rates and terms. Deposits consist of passbook accounts and term
certificates of deposit. WIB only solicits deposits from the geographic area
surrounding its branch locations and may use brokers to obtain deposits. The WIB
Board has mandated that brokered deposits and deposits from governmental and
other public entities shall be limited to 5% and 10%, respectively, of total
deposits. At December 31, 1996, WIB had $99,000 in brokered deposits and
$392,000 of deposits from governmental and other public entities. WIB relies
primarily on competitive pricing policies, advertising and customer service to
attract and retain these deposits.

The flow of deposits is influenced significantly by general economic
conditions, changes in money market and prevailing interest rates, and
competition.

The variety of deposit accounts offered by WIB has allowed it to be
competitive in obtaining funds and to respond with flexibility to changes in
consumer demand. WIB is susceptible to short-term fluctuations in deposit
flows, as customer are interest-rate sensitive. WIB endeavors to manage the
pricing of its deposits in keeping with its asset/liability management,
liquidity and profitability objectives. In this regard, WIB has paid slightly
higher rates than its full service competitors to attract longer-term
certificates of deposit. Based on its experience, WIB believes that its
passbook and certificate accounts are relatively stable sources of deposits.
However, the ability of WIB to attract and maintain certificates of deposit and
the rates paid on these deposits has been and will continue to be significantly
affected by market conditions.

The following table sets forth information regarding the amount of deposits
held in deposit programs offered by WIB for the periods indicated. WIB offers
no demand deposit accounts.

DECEMBER 31,
--------------------------------------
1995 1996
------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT
--------- ------- --------- -------
(DOLLARS IN THOUSANDS)

Savings Deposits:
Passbook accounts. . . . . . $ 32,930 28.83% $ 33,240 30.94%
-------- ----- -------- -----

Certificates by rate:
2.75 - 5.49% . . . . . . . . 17,582 15.39 21,150 19.69
5.50 - 7.49% . . . . . . . . 63,109 55.25 52,493 48.87
7.50 - 9.49% . . . . . . . . 187 0.16 19 0.02
-------- ----- -------- ----

Total certificates . . . . 80,878 70.80 73,662 68.58
-------- ----- -------- -----
Accrued interest . . . . . . 427 0.37 512 0.48
-------- ---- -------- ----
Total deposits . . . . . . $114,235 100.00% $107,414 100.00%

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The following table shows rate and maturity information for WIB's
certificates of deposit as of December 31, 1996:

· Enlarge/Download Table

MATURITY
------------------------------------------------------------------------------
OVER OVER OVER OVER
3 MONTHS 3 TO 6 6 TO 12 1 YEAR 3 YEARS
OR LESS MONTHS MONTHS THROUGH 3 YEARS THROUGH 5 YEARS TOTAL
-------- ------- ------- --------------- --------------- -------
(DOLLARS IN THOUSANDS)

Certificates of deposit less
than $100,000 . . . . . . . . . . . $20,211 $15,138 $ 8,635 $ 6,194 $ 2,701 $52,879

Certificates of deposit less
$100,000 or more . . . . . . . . . . 11,055 3,484 2,761 2,287 804 20,391

Public Funds (1) . . . . . . . . . . . 99 198 - 95 - 392
-------- ------- ------- --------------- --------------- -------
Total certificates of deposit . . . . $ 31,365 $18,820 $11,396 $ 8,576 $ 3,505 $73,662
-------- ------- ------- --------------- --------------- -------
-------- ------- ------- --------------- --------------- -------

---------------
(1) Deposits from governmental and other public entities.

The following table sets forth the maximum month-end balance and average
balance of WIB bank borrowings, securities sold under agreements to repurchase
and other borrowings for the periods indicated.

YEAR ENDED DECEMBER 31,
-----------------------

1995 1996
-------- --------
(DOLLARS IN THOUSANDS)
Maximum Balance:
Bank borrowings. . . . . . . . . . . . . . . . $ 670 $ 754
Other borrowings . . . . . . . . . . . . . . . 1,475 1,251

Average Balance:
Bank borrowings . . . . . . . . . . . . . . . 504 672
Other borrowings . . . . . . . . . . . . . . . 1,331 1,154

The following table sets forth certain information as to WIB's bank
borrowings and other borrowings at the dates indicated.

YEAR ENDED DECEMBER 31,
-----------------------

1995 1996
--------- ---------
(DOLLARS IN THOUSANDS)

Bank borrowings . . . . . . . . . . . . . . . $ 485 $ 495
Other borrowings . . . . . . . . . . . . . . . 1,251 1,228
--------- ---------

Total borrowings . . . . . . . . . . . . . . $ 1,736 $ 1,723
--------- ---------
--------- ---------

Weighted average interest rate on bank borrowings 10.09% 9.52%
--------- ---------
--------- ---------
Weighted average interest rate on other borrowings 8.14% 8.90%
--------- ---------
--------- ---------

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COMPETITION

WIB faces significant competition for new loans from other thrift and
loans, commercial banks, savings and loan associations, credit unions, credit
companies and mortgage bankers. Many of these competitors are much larger than
WIB and have larger branch systems and extensive advertising budgets. WIB
attempts to compensate for disadvantages that may exist by providing a high
level of personal service to borrowers and direct involvement of management to
facilitate the loan approval process.

WIB also faces competition for deposits from banks, savings and loans,
credit unions and, increasingly, from mutual funds and life insurance annuity
products. Many of WIB's competitors offer a greater array of products to
customers than WIB. WIB competes with other insured depository institutions by
offering an interest rate on deposits that is generally slightly higher than the
rates paid by most full-service financial institutions.

SUPERVISION AND REGULATION

WIB and Citizens are subject to extensive regulation and supervision under
various federal and state laws. Citizens is an industrial loan company
organized under the laws of the State of California and is subject to regulation
by the DOC, effective July 1, 1997, responsibility for the regulation of
Citizens and all industrial loan companies will be transferred to the new
California Department of Financial Institutions. The deposits of Citizens are
insured by the FDIC to the maximum extent permitted by law, which is currently
$100,000 per depositor in most cases.

California and federal law and regulations govern most aspects of the
business and operations of Citizens and WIB, including investments, reserves,
the nature and amount of any collateral for loans, maximum loans to one
borrower, the timing of availability of deposited funds, the issuance of
securities, payment of dividends, branching and expansion. Citizens is also
subject to requirements and restrictions of various consumer laws and
regulations in connection with both its lending and deposit-taking activities.

Federal and state agencies have broad enforcement powers over depository
institutions, including the power to impose substantial fines and other civil
and criminal penalties, to terminate deposit insurance and to appoint a
conservator or a receiver under a variety of circumstances.

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MANAGEMENT OF WIB

DIRECTORS AND EXECUTIVE OFFICERS

The WIB Board currently consists of five members, each of whom is also a
director of Citizens. Directors of WIB and Citizens serve one-year terms. The
directors are elected annually at each annual meeting of stockholders. Because
WIB owns all of the issued and outstanding shares of capital stock of Citizens,
directors of WIB elect the directors of Citizens.

The following table sets forth certain information regarding the directors
of WIB.

Positions(s) Term
Name Held With WIB Age Director Since Expires
-------------------- ------------------------- --- -------------- --

Firstplus Financial Group Inc · S-4 · On 4/24/97

Filed On 4/24/97 · SEC File 333-25715 · Accession Number 912057-97-13924

Registration of Securities Issued in a Business-Combination Transaction · Form S-4Filing Table of Contents

S-4 · Registration of Securities Issued in a Business-Combination TransactionDocument Table of Contents

Registration of Securities Issued in a Business-Combination Transaction · Form S-4
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S-4 · Registration of Securities Issued in a Business-Combination Transaction
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