Item 1. BUSINESS
Main Place Real Estate Investment Trust (MPREIT) is an indirect subsidiary of NationsBank, N.A., which is a wholly owned indirect subsidiary of NationsBank Corporation (the Corporation). MPREIT was established on October 29, 1996 as a Maryland real estate investment trust to consolidate the acquisition, holding and management of certain closed-end residential mortgage loans owned by certain affiliates of the Corporation. Main Place Funding Corporation (MPFC) merged with and into MPREIT on November 1, 1996, and, as the surviving entity, MPREIT issues and sells mortgage-backed bonds and subordinated indebtedness and acquires, owns, holds and pledges the related mortgage notes and other assets serving as collateral in connection therewith. In connection with the merger of MPFC with and into MPREIT, MPFC's obligation under the Series 1995-1 and Series 1995-2 Mortgage-Backed Bonds was assumed by MPREIT.
Item 2.
Item 2. PROPERTIES
MPREIT does not own or lease any physical property.
Item 3.
Item 3. LEGAL PROCEEDINGS
MPREIT has no legal actions or proceedings pending.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted in accordance with General Instruction I to Form 10-K.
PART II
Item 5.
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
There is no public trading market for MPREIT's Class A Trust Shares (Class A trust shares) or Class B Trust Shares (Class B trust shares). On December 31, 1997, all of MPREIT's outstanding shares of Class A trust shares were held by Main Place Holdings Corporation (MP Holdings), a wholly owned subsidiary of NationsBank, N.A. On December 31, 1997, 109 of the 110 outstanding shares of MPREIT Class B trust shares were held by charitable organizations while 1 share was held by NationsBank, N.A. In 1997 and 1996, MPREIT paid aggregate cash dividends of $1.2 billion and $139.5 million, respectively, on its Class A trust shares and $88 thousand and $15 thousand, respectively, on its Class B trust shares. In addition, during 1996, MPFC paid aggregate cash dividends of $47.3 million on its common shares to affiliated entities.
Item 6.
Item 6. SELECTED FINANCIAL DATA
Omitted in accordance with General Instruction I to Form 10-K.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net income for the years ended December 31, 1997 and 1996 was $1.3 billion and $193.0 million, respectively. The change in net income reflects the impact of several factors including the level of and average yield on the mortgage loan portfolio, the issuance of the Series 1997-1 Mortgage-Backed Bonds, the levels of short-term borrowings and securities investments, the effects of securities market conditions, the volatility of interest rates and MPREIT's election to be treated as a real estate investment trust (REIT) for federal income tax purposes.
Interest income increased $1.4 billion in 1997 when compared to 1996 due to an increase in average loans, securities and time deposits placed. During 1997, MPREIT sold available for sale securities resulting in gains of $22.8 million. Interest expense increased $341.4 million in 1997 when compared to 1996 due primarily to interest expense associated with securities sold under agreements to repurchase and the Series 1997-1 Mortgage-Backed Bonds issued in March 1997. This increase was partially offset by lower interest expense on subordinated debt due to the repayment of the subordinated notes in March 1997. Other operating expenses increased $14.9 million in 1997 when compared to 1996 due primarily to higher mortgage servicing costs associated with the increase in average loans outstanding during 1997. Due to MPREIT's election to be treated as a REIT for federal income tax purposes, there was no income tax expense in 1997.
The average yield on mortgage loans for the years ended December 31, 1997 and 1996 was 7.52 percent and 7.53 percent, respectively. The average yields remain flat due to changes in the mix between fixed- and adjustable-rate loans and the repricing terms of adjustable rate loans, despite the overall decline in mortgage rates during the year and increased levels of prepayments on mortgage loans and scheduled amortization of the portfolio as a whole.
The weighted average interest rate on mortgage-backed bonds outstanding for the years ended December 31, 1997 and 1996 was 6.01 percent and 5.89 percent, respectively.
Item 7A.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this Item are listed in the Index to Financial Statements.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting and financial disclosures.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted in accordance with General Instruction I to Form 10-K.
Item 11.
Item 11. EXECUTIVE COMPENSATION
Omitted in accordance with General Instruction I to Form 10-K.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted in accordance with General Instruction I to Form 10-K.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted in accordance with General Instruction I to Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Main Place Real Estate Investment Trust ---------------------------------------
Date: March 31, 1998 /s/ Karin Hirtler-Garvey --------------------------------------- Karin Hirtler-Garvey Senior Vice President/ Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ John E. Mack President, Treasurer and March 31, 1998 - ---------------- John E. Mack Trustee (Principal Executive and Financial Officer)
/s/ Karin Hirtler-Garvey Senior Vice President/ March 31, 1998 - ------------------------ Karin Hirtler-Garvey Principal Accounting Officer (Principal Accounting Officer)
/s/ James H. Luther Vice President and Trustee March 31, 1998 - ------------------- James H. Luther
/s/ G. Patrick Phillips Trustee March 31, 1998 - ----------------------- G. Patrick Phillips
MAIN PLACE REAL ESTATE INVESTMENT TRUST
Report of Independent Accountants
Financial Statements:
Balance Sheet on December 31, 1997 and 1996
Statement of Income for the Years Ended December 31, 1997, 1996 and 1995
Statement of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995
Statement of Changes in Shareholders' Equity for the Years Ended December 31, 1997, 1996 and 1995
Notes to Financial Statements
Report of Independent Accountants
To the Board of Trustees and Shareholders of Main Place Real Estate Investment Trust
In our opinion, the accompanying balance sheets and related statements of income, of changes in shareholders' equity and of cash flows present fairly, in all material respects, the financial position of Main Place Real Estate Investment Trust (the Trust) at December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Trust's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Charlotte, North Carolina March 30, 1998
						
									
Main Place Real Estate Investment Trust Notes to Financial Statements
Note 1 - Accounting Policies
Basis of Presentation
Main Place Real Estate Investment Trust (MPREIT) is a subsidiary of Main Place Holdings Corporation (MP Holdings), which is a subsidiary of NationsBank, N.A. NationsBank, N.A. is a wholly owned indirect subsidiary of NationsBank Corporation (the Corporation). MPREIT was established on October 29, 1996 as a Maryland real estate investment trust to consolidate the acquisition, holding and management of certain closed-end residential mortgage loans owned by certain affiliates of the Corporation. Main Place Funding Corporation (MPFC) merged with and into MPREIT on November 1, 1996, and, as the surviving entity, MPREIT issues and sells mortgage-backed bonds and subordinated indebtedness and acquires, owns, holds and pledges the related mortgage notes and other assets serving as collateral in connection therewith. In connection with the merger of MPFC with and into MPREIT, MPFC's obligation under the Series 1995-1 and Series 1995-2 Mortgage-Backed Bonds was assumed by MPREIT. The merger between MPREIT and MPFC was accounted for in a manner similar to a pooling of interests and, accordingly, the accompanying financial statements include the results of operations and financial condition of MPFC since the beginning of the earliest period presented.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from these estimates. Significant estimates made by management are discussed in these footnotes as applicable. Certain prior period amounts have been reclassified to conform to current period classifications.
Cash and Cash Equivalents
Cash and cash equivalents include cash items in the process of collection and amounts due from affiliated banks.
Securities
Securities are classified based on management's intention on the date of purchase. Securities which management has the intent and ability to hold to maturity are classified as held for investment and reported at amortized cost. All other securities are classified as available for sale and carried at fair value with net unrealized gains and losses included in shareholders' equity.
Interest and dividends on securities, including amortization of premiums and accretion of discounts, are included in interest income. Realized gains and losses from the sales of securities are determined using the specific identification method.
Loans
Loans are reported at their outstanding principal balances, net of any charge- offs and unamortized premiums or discounts. Discounts and premiums are amortized to income using methods that approximate the interest method.
Nonperforming Loans
Residential mortgages and certain past due consumer loans are generally charged off at 120 days or placed on nonperforming status upon repossession or the inception of foreclosure proceedings. Generally, interest accrued but not collected is charged off along with principal.
Commercial mortgage loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, including loans that are individually identified as being impaired, are generally classified as nonperforming loans unless well secured and in the process of collection. Generally, loans which are past due 180 days or more as to principal or interest are classified as nonperforming regardless of collateral or collection status. Ordinarily, interest accrued but not collected is reversed when a loan is classified as nonperforming.
Allowance for Credit Losses
The allowance for credit losses is available to absorb losses inherent in the credit extension process. Credit exposures deemed to be uncollectible are charged against the allowance for credit losses. Recoveries of previously charged-off amounts are credited to the allowance for credit losses.
MPREIT's process for determining an appropriate allowance for credit losses includes management's judgment and use of estimates. The adequacy of the allowance for credit losses is reviewed regularly by management. Additions to the allowance for credit losses are made by charges to the provision for credit losses. On a quarterly basis, a comprehensive review of the adequacy of the allowance for credit losses is performed. This assessment is made in the context of historical losses, as well as existing economic conditions and performance trends within specific portfolio segments and individual concentrations of credit.
Foreclosed Properties
Loans are classified as foreclosed properties when MPREIT forecloses on a property or when physical possession of the collateral is taken regardless of whether foreclosure proceedings have taken place. Foreclosed properties are carried at the lower of (1) the recorded amount of the loan for which the foreclosed property previously served as collateral or (2) the fair value of the property minus estimated costs to sell. Prior to foreclosure, the recorded amount of the loan is reduced, if necessary, to the fair value, minus estimated costs to sell, of the real estate to be acquired by charging the allowance for credit losses.
Subsequent to foreclosure, gains or losses on the sale of and losses on the periodic revaluation of foreclosed properties are credited or charged to expense. Net costs of maintaining and operating foreclosed properties are expensed as incurred.
Securities Sold Under Agreements To Repurchase
Securities sold under agreements to repurchase are treated as collateralized financing transactions and are recorded at the amounts at which the securities were sold plus accrued interest.
Income Taxes
A real estate investment trust (REIT) is subject to a number of organizational and operational requirements, including the requirement that it currently distribute to beneficial holders at least 95 percent of its "real estate investment trust taxable income." For the period subsequent to November 1, 1996, MPREIT elected to be taxed as a REIT and accordingly, no current or deferred tax expense was provided after November 1, 1996.
Prior to November 1, 1996, MPREIT did not qualify as a REIT and its operating results were included in the consolidated federal income tax return of the Corporation. The method of allocating federal income tax expense was determined under a tax allocation agreement with the Corporation. This agreement specified that income tax expense be computed for all subsidiaries on a separate company method, taking into account tax planning strategies and the tax position of the consolidated group.
Prior to November 1, 1996, there were two components of income tax expense: current and deferred. Current income tax expense approximated taxes to be paid or refunded for the applicable period. Balance sheet amounts of deferred taxes were recognized on the temporary differences between the bases of assets and liabilities as measured by tax laws and their bases as reported in the financial statements. Deferred tax expense or benefit was then recognized for the change in deferred tax liabilities or assets between periods. Recognition of deferred tax balance sheet amounts was based on management's belief that it was more likely than not that the tax benefit associated with certain temporary differences, tax operating loss carryforwards and tax credits would be realized.
Note 2 - Securities
The amortized cost and market values of securities held for investment on December 31 were (dollars in thousands):
The amortized cost and market values of securities available for sale on December 31 were (dollars in thousands):
Gross gains of approximately $22.9 million and gross losses of $.1 million were realized on sales of available for sale securities during 1997. There were no sales of available for sale securities during 1996 and there were no sales of securities held for investment in 1997 or 1996.
The expected maturities of securities held for investment and securities available for sale on December 31, 1997 are summarized in the following tables (dollars in thousands). Actual maturities may differ from contractual maturities or maturities shown below since borrowers may have the right to prepay obligations with or without prepayment penalties.
Note 3 - Loans
The following table presents the composition of loans on December 31 (dollars in thousands):
Mortgage loans collateralizing mortgage-backed bonds were comprised of the following on December 31 (dollars in thousands):
Transactions in the allowance for credit losses on December 31 were (dollars in thousands):
MPREIT had $66.8 million of nonperforming loans on December 31, 1997 and $27.5 million on December 31, 1996. The increase is due primarily to the seasoning of the loan portfolio. Management expects nonperforming loans to continue to grow throughout the remainder of the seasoning period and as the loan portfolio increases. Foreclosed properties on December 31, 1997 was $1.2 million compared to $.5 million on December 31, 1996.
During 1997, MPREIT securitized residential mortgage loans with a book value of $537.9 million and retained the securities in its available for sale securities portfolio.
Note 4 - Affiliate Transactions
MPREIT maintains its cash and cash equivalent accounts with NationsBank, N.A. and NationsBank of Texas, N.A. (NationsBank Texas). At December 31, 1997, MPREIT had $397.0 million of accounts receivable from affiliates of the Corporation. A portion of this receivable is related to mortgage payments in process, which generally clear within 30 days. The remaining balance of $252.7 million relates to available for sale securities sold to NationsBank, N.A. in 1997 for which payment was received in the subsequent year. Accrued expenses due to NationsBank, N.A. totaled $9.6 million on December 31, 1997.
On December 31, 1997, MPREIT had $18.0 billion of time deposits placed with NationsBank Texas and NationsBank, N.A. Interest income on time deposits for the year ended December 31, 1997 was $370.7 million.
On December 31, 1997, MPREIT had $22.1 billion outstanding in securities sold under agreements to repurchase from NationsBank, N.A. Interest expense on these securities for the year ended December 31, 1997 was $357.6 million.
MPREIT has entered into agreements with NationsBanc Mortgage Corporation (NationsBanc Mortgage), a wholly owned indirect subsidiary of the Corporation, and with NationsBank, N.A. for the servicing and administration of its mortgage portfolio. Servicing fees paid to NationsBanc Mortgage approximated $31.3 million and $16.3 million for the years ended December 31, 1997 and 1996, respectively, and are included in "Other operating expenses" on the accompanying statement of income.
On a monthly basis, MPREIT purchases certain mortgage loans originated by NationsBanc Mortgage. During 1997, MPREIT purchased $4.8 billion of loans from NationsBanc Mortgage.
During 1997, NationsBank, N.A., through its wholly owned subsidiary MP Holdings, contributed approximately $21.0 billion in mortgage-backed securities and collateralized mortgage obligations, approximately $16.0 million of mortgage loans and $25.0 million in cash to MPREIT. The contributions received by MPREIT were recorded at the book value of the assets contributed by NationsBank, N.A.
In 1997, MPREIT paid cash dividends of $1.2 billion to NationsBank, N.A. upon finalization of taxable income for 1996 and the filing of the 1996 MPREIT tax return.
At December 31, 1997, MPREIT had two separate revolving line of credit agreements with NationsBank Texas for the benefit of the trustee under the Series 1995-1 and 1995-2 Mortgage-Backed Bonds. The maximum borrowing allowed under each agreement is $82.5 million (expires in 2000) and $15.5 million (expires in 1998), respectively. The borrowings bear interest at prime and are subject to a .25 percent per annum commitment fee on the unused portion of the facility. There have been no borrowings under either of these agreements.
Additionally, a subsidiary of NationsBank Texas, NationsBanc Services, Inc. (NBSI), provides data processing and other support services to MPREIT and certain other subsidiaries of the Corporation. These services include completing substantially all of MPREIT's Year 2000 software conversion projects by the end of 1998. The related costs, which are expensed when billed, are included in other operating expenses. NBSI is reimbursed through affiliate allocations to the other subsidiaries.
Note 5 - Long-Term Debt
In September 1994, the Securities and Exchange Commission declared effective MPFC's shelf registration statement (Registration Statement) to issue up to $4 billion of Mortgage-Backed Bonds (Bonds). The obligations of MPFC under the Bonds were assumed by MPREIT pursuant to the merger of MPFC with and into MPREIT on November 1, 1996. The Bonds, which are issuable in series pursuant to separate indentures, are generally subject to the following terms. The Bonds, collateralized primarily by mortgage loans on 1-to-4 family dwellings, are obligations solely of MPREIT. The Bonds are not prepayable at the option of MPREIT, but are subject to redemption in whole or in part under certain circumstances. Under the terms of an indenture relating to each series of Bonds, MPREIT must maintain a minimum amount of eligible collateral, which is determined on a discounted basis and may consist of mortgage loans, certain U.S. agency mortgage pass-through certificates, U.S. government securities and cash held by a trustee (the Trustee). The types, characteristics and permitted amounts of eligible collateral are subject to change from time to time without the consent of the bondholders if such changes would not adversely affect the ratings assigned to the Bonds. In the event such collateral requirements are not met with respect to any series, MPREIT must provide additional or substitute mortgage loans or other acceptable collateral with respect to such series to meet the required amounts of eligible collateral and/or repurchase Bonds in an amount sufficient to meet collateral requirements. If sufficient eligible collateral is not supplied and/or sufficient Bonds are not repurchased, MPREIT must redeem a portion of the outstanding Bonds of such series such that the existing amount of the eligible collateral meets the collateral requirements of the indenture relating to the Bonds of such series that remain outstanding after the redemption.
The following table displays the primary terms of MPREIT's Series 1995-1, 1995-2 and 1997-1 Mortgage-Backed Bonds as of December 31, 1997 (dollars in thousands):
Interest expense on the Series 1995-1, 1995-2 and 1997-1 Bonds for the year ended December 31, 1997 was $227.9 million compared to $176.6 million on the Series 1995-1 and 1995-2 Bonds for the year ended December 31, 1996.
During 1997, MPREIT repaid its obligation on subordinated notes due to NationsBank, N.A. and NationsBank Texas of $1.1 billion.
As of March 31, 1998, MPREIT had no remaining capacity available for the issuance of additional mortgage backed bonds under its existing shelf registration.
Note 6 - Income Taxes
Due to MPREIT's tax status as discussed in Note 1, no current or deferred tax expense has been provided after November 1, 1996. The components of income tax expense for the years ended December 31, 1996 and 1995 were (dollars in thousands):
A reconciliation of the expected federal income tax expense, based on the federal statutory rate of 35 percent for 1996 and 1995, to the actual income tax expense for the years ended December 31 is as follows (dollars in thousands):
There were no deferred tax assets or liabilities at December 31, 1997 due to MPREIT's tax status (see Note 1). Current income tax expense presented above was determined as if MPREIT filed a separate tax return and the amount so determined was payable to or receivable from the Corporation. Federal taxes payable to the Corporation of $23 million are included in the balance sheet on December 31, 1996.
Note 7 - Fair Values of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," requires the disclosure of the estimated fair values of financial instruments. The fair value of an instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Quoted market prices, if available, are utilized as estimates of the fair values of financial instruments. Fair values of items for which no quoted market price is available have been derived based on management's assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. The estimation methods for individual classifications of financial instruments are more fully described below. Different assumptions could significantly affect these estimates. Accordingly, the net realizable values could be materially different from the estimates presented below.
In addition, the estimates are only indicative of individual instruments' values and should not be considered an indication of the fair value of MPREIT.
Short-Term Financial Instruments
The carrying value of short-term financial instruments, including cash and cash equivalents, repurchase agreements, accounts receivable from affiliates, interest receivable and amounts due from the Trustee, approximates the fair value. These financial instruments generally expose MPREIT to limited credit risk and have no stated maturities or maturities of less than 30 days.
Loans
Fair values were estimated for the loans based on credit quality and maturity. The fair value of loans was estimated by discounting estimated cash flows using the December 31 origination rate of the Corporation and its affiliates for similar loans. Contractual cash flows were adjusted for prepayments using published industry data. Where credit deterioration has occurred, cash flows for fixed- and variable-rate loans have been reduced to incorporate estimated losses. Where quoted market prices were available, such market prices were utilized as estimates of fair value.
Long-Term Debt
The Series 1995-1, Series 1995-2 and Series 1997-1 Bonds are variable rate instruments and the fair value approximated book value at December 31, 1997 and 1996. The fair value of fixed rate subordinated debt outstanding on December 31, 1996 was estimated by using December 31, 1996 market rates on similar debt. For variable rate subordinated debt, the fair value approximated book value on December 31, 1996.
Securities Held for Investment and Securities Available for Sale
The carrying value of securities held for investment and securities available for sale approximates the fair value.
The book and fair values of financial instruments for which book and fair value differed on December 31 were (dollars in thousands):
For all other financial instruments, book value approximated fair value on December 31, 1997 and 1996.
INDEX TO EXHIBITS *
Exhibit No. Description
1 (a) Underwriting agreement dated March 1, 1997 among the registrant, NationsBanc Capital Markets, Inc., Bear, Stearns & Co. Inc., Lehman Brothers Inc. and UBS Securities LLC, incorporated by reference to Exhibit 1 (a) of the registrant's Quarterly Report on Form 10-Q dated May 13, 1997.
2 (a) Stock Purchase Agreement, dated as of November 1, 1996, by and between NationsBank, N.A. and NationsBank, N.A. (South), incorporated by reference to Exhibit 2 (a) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
2 (b) Contribution Agreement, dated as of November 1, 1996, by and between NationsBank, N.A. and Main Place Holdings Corporation (MP Holdings), incorporated by reference to Exhibit 2 (b) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
2 (c) Agreement of Merger, dated November 1, 1996, between MP Holdings, Main Place Funding Corporation (MPFC) and Main Place Real Estate Investment Trust (MPREIT), incorporated by reference to Exhibit 2 (c) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
2 (d) Stock Purchase Agreement, dated as of November 1, 1996, by and between NationsBank, N.A. and NationsBank, N.A. (South), incorporated by reference to Exhibit 2 (d) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
2 (e) Stock Purchase Agreement, dated as of November 1, 1996, by and between NationsBank, N.A. and NationsBank of Texas, N.A., incorporated by reference to Exhibit 2 (e) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
2 (f) Contribution Agreement, dated as of November 1, 1996, by and between NationsBank, N.A. and MP Holdings, incorporated by reference to Exhibit 2 (f) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
3 (a) Declaration of Trust of the registrant, incorporated by reference to Exhibit 3 (a) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
3 (b) Bylaws of MPREIT, incorporated by reference to Exhibit 3 (b) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
4 (a) Indenture dated as of July 18, 1995 between MPFC and First Trust National Association, pursuant to which MPFC issued Mortgage-Backed Bonds, Series 1995-1, bearing interest at the one-month LIBOR rate plus 21 basis points, due 1998, incorporated by reference to Exhibit 4.1 of MPFC's Current Report on Form 8-K dated July 18, 1995.
4 (b) Indenture dated as of October 31, 1995 between MPFC and First Trust National Association, pursuant to which MPFC issued Mortgage-Backed Bonds, Series 1995-2, bearing interest at the three-month LIBOR rate plus 17 basis points, due 2000, incorporated by reference to Exhibit 4.1 of MPFC's Current Report on Form 8-K dated October 31, 1995.
4 (c) First Supplemental Indenture dated as of November 1, 1996 to Indenture dated as of July 18, 1995 between MPFC and First Trust National Association, as Trustee, incorporated by reference to Exhibit 4 (a) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
4 (d) First Supplemental Indenture dated as of November 1, 1996 to Indenture dated as of October 31, 1995 between MPFC and First Trust National Association, as Trustee, incorporated by reference to Exhibit 4 (b) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
4 (e) Indenture of Trust dated as of March 18, 1997 between the registrant and First Trust National Association, as trustee, incorporated by reference to Exhibit 4 (a) of the registrant's Quarterly Report on Form 10-Q dated May 13, 1997.
10 (a) Servicing Agreement dated as of July 18, 1995 between MPFC and NationsBanc Mortgage Corporation, incorporated by reference to Exhibit 10.1 of MPFC's Current Report on Form 8-K dated July 18, 1995.
10 (b) Servicing Agreement dated as of October 31, 1995 between MPFC and NationsBanc Mortgage Corporation, incorporated by reference to Exhibit 10.1 of MPFC's Current Report on Form 8-K dated October 31, 1995.
10 (c) Note Assignment and Assumption Agreement dated as of May 20, 1996 between NationsBank of Texas, N.A. and NationsBank, N.A. (South), incorporated by reference to Exhibit 10 (d) of MPFC's Quarterly Report on Form 10-Q dated August 14, 1996.
10 (d) Contribution Agreement dated as of June 4, 1996 between MPFC and NationsBank, N.A. (South), incorporated by reference to Exhibit 10 (e) of MPFC's Quarterly Report on Form 10-Q dated August 14, 1996.
10 (e) Contribution Agreement dated as of September 20, 1996 between MPFC and NationsBank, N.A. (South), incorporated by reference to Exhibit 10 (a) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (f) Mortgage Loan Contribution Agreement, dated October 30, 1996, by and between NationsBank of Texas, N.A. and MPREIT, incorporated by reference to Exhibit 10 (b) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (g) Mortgage Loan Assignment, dated as of November 1, 1996, among MPREIT, NationsBank of Texas, N.A. and NationsBanc Mortgage Corporation, incorporated by reference to Exhibit 10 (c) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (h) Mortgage Loan Contribution Agreement, dated October 30, 1996, by and between NationsBank, N.A. (South) and MPREIT, incorporated by reference to Exhibit 10 (d) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (i) Mortgage Loan Assignment, dated as of November 1, 1996, among MPREIT, NationsBank, N.A. (South) and NationsBanc Mortgage Corporation, incorporated by reference to Exhibit 10 (e) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (j) Mortgage Loan Contribution Agreement, dated October 30, 1996, by and between NationsBank, N.A. and MPREIT, incorporated by reference to Exhibit 10 (f) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (k) Mortgage Loan Assignment, dated as of November 1, 1996, among MPREIT, NationsBank, N.A. and NationsBanc Mortgage Corporation, incorporated by reference to Exhibit 10 (g) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (l) Servicing Agreement, dated November 1, 1996, between MPREIT and NationsBanc Mortgage Corporation, incorporated by reference to Exhibit 10 (l) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (m) Servicing Agreement, dated November 1, 1996, between MPREIT and NationsBank, N.A., incorporated by reference to Exhibit 10 (m) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (n) Contribution Agreement dated as of October 31, 1996 between MPFC and NationsBank, N.A. (South), incorporated by reference to Exhibit 10 (o) of the registrant's Quarterly Report on Form 10-Q dated November 14, 1996.
10 (o) Servicing Agreement dated as of March 18, 1997 between the registrant and NationsBanc Mortgage Corporation, incorporated by reference to Exhibit 10 (a) of the registrant's Quarterly Report on Form 10-Q dated May 13, 1997.
10 (p) Contribution agreement dated as of August 18, 1997 between MPREIT and Main Place Holdings Corporation.
10 (q) Contribution agreement dated as of September 10, 1997 between MPREIT and Main Place Holdings Corporation.
10 (r) Contribution agreement dated as of September 29, 1997 between MPREIT and Main Place Holdings Corporation.
10 (s) Contribution agreement dated as of October 21, 1997 between MPREIT and Main Place Holdings Corporation.
10 (t) Contribution agreement dated as of October 23, 1997 between MPREIT and Main Place Holdings Corporation.
10 (u) Contribution agreement dated as of October 29, 1997 between MPREIT and Main Place Holdings Corporation.
10 (v) Contribution agreement dated as of October 30, 1997 between MPREIT and Main Place Holdings Corporation.
10 (w) Contribution agreement dated as of October 31, 1997 between MPREIT and Main Place Holdings Corporation.
10 (x) Contribution agreement dated as of November 24, 1997 between MPREIT and Main Place Holdings Corporation.
10 (y) Contribution agreement dated as of November 25, 1997 between MPREIT and Main Place Holdings Corporation.
10 (z) Contribution agreement dated as of November 28, 1997 between MPREIT and Main Place Holdings Corporation.
10 (aa) Contribution agreement dated as of December 1, 1997 between MPREIT and Main Place Holdings Corporation.
10 (bb) Contribution agreement dated as of December 24, 1997 between MPREIT and Main Place Holdings Corporation.
12 Ratio of Earnings to Fixed Charges.
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
* The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.