Item 1. Business
General -
C.M. Corp., a Delaware corporation (the "Company"), is a wholly-owned subsidiary of U.S. Home Mortgage Corporation ("Mortgage"), which in turn is a wholly-owned subsidiary of U.S. Home Corporation ("U.S. Home"). The Company was organized primarily to facilitate the financing of residential mortgage loans on single-family residences sold by U.S. Home through the purchase of such loans and the issuance and sale of mortgage-backed bonds. Since 1982, the Company has not engaged in activities other than activities with respect to the outstanding bonds and does not intend to engage in the purchase of loans or issuance and sale of additional mortgage-backed bonds or any other business activities.
The Company's business is conducted from the offices of Mortgage in Clearwater, Florida.
During the period from August 1, 1980 through July 31, 1981, pursuant to an Indenture, dated as of July 15, 1980, between the Company and The First National Bank of Chicago as Trustee (the "Trustee") as amended and supplemented (the "Indenture"), the Company issued and sold an aggregate principal amount of $100,000,000 of mortgage-backed bonds ("Bonds") of which $525,300 was outstanding at both December 31, 1997 and February 28, 1998.
Each series of Bonds was secured, at the time of issuance, by assignment to the Trustee of a separate security package consisting of pledged residential mortgage loans, the related primary and blanket mortgage insurance policies, the Company's rights under the applicable servicing agreement with Mortgage, as servicer, and a cash reserve fund. The foregoing is a summary of certain of the terms of the Bonds issued under the Indenture by the Company. Although certain of the terms may vary by series, each series of Bonds has substantially similar terms. A more complete description of the Bonds and security package may be found on pages 6 through 15 in the Company's prospectus dated July 23, 1980 (Registration No. 2-67676) which is incorporated herein by reference.
Event of Default -
A significant number of conventional residential mortgage loans in which the Company invested in, and pledged to secure the Bonds, had high loan-to-value ratios and were secured by property located in energy-related areas, primarily in Texas, Colorado and Louisiana, which in the mid 1980's experienced a sharp decline in real estate values and high foreclosure rates. During 1988, the Company exhausted the blanket mortgage insurance coverage to cover foreclosure losses on the conventional mortgage pools securing each series of Bonds. As a result of the exhaustion of the blanket mortgage insurance for the mortgage pools, losses have been and may be incurred by the Company that previously were reimbursed by the mortgage insurer.
The Company does not have, nor did it expect to have, any significant assets other than the mortgage loans, reserve funds and primary mortgage insurance policies pledged as collateral for each remaining series of Bonds. Accordingly, the Company's ability to pay the principal and interest on the Bonds when due depended on the ongoing cash flows and any liquidation proceeds generated by the pledged loans and funds available from the reserve funds and coverage under the primary mortgage insurance policies.
Under the terms of the Indenture, the Company agreed to provide the Trustee with the periodic reports filed with the Securities and Exchange Commission ("SEC") and to provide an annual statement to the bondholders. However, the Company does not have, nor did it expect to have, the cash funds to pay for the costs and expenses of (a) the annual audit of its financial statements required to be included in the annual report filed with the SEC or (b) the annual statement to be provided to the bondholders. Accordingly, the accompanying financial statements and those included in the Company's annual reports filed with the SEC since 1991 are unaudited and the Company did not and no longer intends to provide annual statements to the bondholders which resulted in non-compliance with a covenant under the Indenture, permitting the Trustee or holders of 25% of the Bonds to accelerate their maturity.
On May 28, 1992, the Trustee notified the Company that an Event of Default (as defined in the Indenture) had occurred and declared the outstanding principal balance of all of the remaining Bonds issued under the Indenture to be immediately due and payable.
Loan Sale -
At the end of 1996, the Company obtained bids from unaffiliated investors/brokers to purchase the remaining loans pledged to secure the Bonds since most of these loans were current and had good recent payment histories. The Company requested the consent of the Trustee to sell the loans at an above par purchase price to the investor with the highest bid offering to purchase all of the loans which were not in foreclosure.
The Trustee disclosed in Special Reports to the bondholders that prior to granting its consent to this proposed sale, the Trustee requested its mortgage banking affiliate, experienced in the sale of residential mortgage loans, to review the process by which the Company obtained the bids to determine if it was likely to have resulted in receipt of bids fairly reflecting the market for such loans and assess the fairness of the bid. The Trustee also stated this affiliate concluded that the bid solicitation process employed by the Company was appropriate and that the accepted bid was fair. Accordingly, the Trustee exercised its rights under Section 6.04 of the Indenture and consented to the sale.
On February 7, 1997, the Company sold without recourse all of its mortgage loans to this investor except for one loan pledged to secure the Series B Bonds which was in the process of foreclosure. During February and March, 1997, the Trustee used the proceeds from this sale together with payments collected on these loans prior to the sale and funds from the respective cash reserve funds to pay the Series A Bonds in full and to make a principal prepayment of $1,642,200 on the Series B Bonds. At February 28, 1998, the outstanding principal balance of the Series B Bonds was $525,300.
The Company does not have, nor expect to have, any assets available to make further payments on the Series B Bonds other than the remaining cash funds on deposit with the Trustee and the one remaining foreclosed mortgage loan in the process of liquidation with an outstanding principal balance of $36,100 and an estimated net realizable value of $7,000. The Trustee stated in the Special Report (dated March 28, 1997) sent to the Series B bondholders that the Trustee expects, and the Company agrees, the proceeds from the liquidation of this loan will not be sufficient to repay the remaining principal of the Series B Bonds in full. The Trustee further stated in this report that, due to such insufficiency, there will be no further payments of interest on the Series B Bonds. Therefore, at February 28, 1998, the outstanding bond principal balance of $525,300 and interest accruing on the Series B Bonds is substantially not recoverable and is expected to result in a loss to the holders of the Series B Bonds.
For additional information, see "Notes 2, 4 and 5 of Notes to Financial Statements."
Item 2.
Item 2. Properties
None.
Item 3.
Item 3. Legal Proceedings
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
Not applicable.
Item 6.
Item 6. Selected Financial Data
SUMMARY OF SELECTED FINANCIAL DATA FOR THE FIVE YEARS ENDED DECEMBER 31, 1997 (Dollars in Thousands, Except Per Share Data)
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Interest revenues and expenses decreased during 1997 compared to 1996 and 1995 due, primarily, to a reduction in the outstanding principal balances of mortgage loans and long-term debt. The reductions in the outstanding principal balances of the mortgage loans and long-term debt are due, primarily, to the sale of substantially all of the mortgage loans during the first quarter of 1997 and the principal prepayment of a significant portion of the related long-term debt from such sale proceeds. In addition, the Company realized a gain from the sale of these mortgage loans.
As a result of the sale of these loans at an above par purchase price to an unaffiliated investor, the Company recovered substantially all of its provision for losses on loans and real estate at December 31, 1996.
Liquidity -
On May 28, 1992, as a result of non-compliance with a covenant under the Indenture, the Trustee for the Bonds notified the Company that an Event of Default had occurred and declared the outstanding principal balance of the Bonds issued under the Indenture to be immediately due and payable. The Company does not have, nor did it expect to have, any significant assets other than the mortgage loans, reserve funds and primary mortgage insurance policies pledged as collateral for each of the remaining series of Bonds. Accordingly, the Company's ability to pay the principal and interest on the Bonds when due depended on the ongoing cash flows and any liquidation proceeds generated by the pledged loans and the funds available from the cash reserve funds and coverage under the primary mortgage insurance policies.
Prior to and including the payment made on March 28, 1997 to the Series B bondholders from the sale of the mortgage loans securing such series, the Company made timely payments due to the bondholders under the terms of the Indenture. However, the Company believed that the exhaustion of the blanket mortgage insurance coverage for the Bonds issued by the Company, the anticipated withdrawal by the Trustee to pay for its trust administration services and for the expenses and costs of the Events of Default, a continuation of the high costs and losses associated with foreclosures on pledged loans and the application by the Company under the terms of the Indenture of certain proceeds from insurance claims, principal prepayments and foreclosures to payment of interest on the Bonds rather than to redemptions or prepayments of principal on the Bonds would have in the future caused a deficiency in cash flows available for the payments due on the related Bonds and the eventual depletion of the cash reserve funds. In addition, at the end of 1996, the Bonds had stated maturities within 4 years in the year 2000 and there was a significant shortfall in the principal balance and weighted average interest rate earned on the pledged loans compared to the corresponding principal balance and interest rates paid on the Bonds. Such events would have caused the Company at some future date to be unable to meet its debt service requirements under the Indenture and holders of Bonds would receive less than the principal amounts due on their Bonds.
At the end of 1996, the Company obtained bids from unaffiliated investors/brokers to purchase the remaining loans pledged to secure the Bonds since most of these loans were current and had good recent payment histories. The Company requested the consent of the Trustee to sell the loans at an above par purchase price to the investor with the highest bid offering to purchase all of the loans which were not in foreclosure.
The Trustee disclosed in Special Reports to the bondholders that prior to granting its consent to this proposed sale, the Trustee requested its mortgage banking affiliate, experienced in the sale of residential mortgage loans, to review the process by which the Company obtained the bids to determine if it was likely to have resulted in receipt of bids fairly reflecting the market for such loans and assess the fairness of the bid. The Trustee also stated this affiliate concluded that the bid solicitation process employed by the Company was appropriate and that the accepted bid was fair. Accordingly, the Trustee exercised its rights under Section 6.04 of the Indenture and consented to the sale.
On February 7, 1997, the Company sold without recourse all of its mortgage loans to this investor except for one loan in default and pledged to secure the Series B Bonds which has been subsequently foreclosed and is awaiting liquidation. During February and March, 1997, the Trustee used the proceeds from this sale together with payments collected on these loans prior to the sale and funds from the respective cash reserve funds to pay the Series A Bonds in full and to make a principal prepayment of $1,642,200 on the Series B Bonds. At February 28, 1998, the outstanding principal balance of the Series B Bonds was $525,300.
The Company does not have, nor expect to have, any assets available to make further payments on the Series B Bonds other than the remaining cash funds on deposit with the Trustee of $43 and the one remaining foreclosed mortgage loan in the process of liquidation with an outstanding principal balance of $36,100 and an estimated net realizable value of $7,000. The Trustee stated in the Special Report (dated March 28, 1997) sent to the Series B bondholders that the Trustee expects, and the Company agrees, that the proceeds from the liquidation of this loan will not be sufficient to repay the remaining principal of the Series B Bonds in full. The Trustee further stated in this report that, due to such insufficiency, there will be no further payments of interest on the Series B Bonds. Therefore, at February 28, 1998, the outstanding bond principal balance of $525,300 and interest accruing on the Series B Bonds is substantially not recoverable and is expected to result in a loss to the holders of the Series B Bonds.
In addition, the Company does not have the funds to repay the payable of $1,584,000 to U.S. Home Mortgage Corporation.
For additional information, see "Notes 2, 4 and 5 of Notes to Financial Statements."
Item 8.
Item 8. Financial Statements and Supplementary Data
C.M. CORP.
FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants - omitted*
Balance Sheets - December 31, 1997 and 1996
Statements of Operations - For the Years Ended December 31, 1997, 1996, and 1995
Statements of Stockholder's Equity - For the Years Ended December 31, 1997, 1996, and 1995
Statements of Cash Flows - For the Years Ended December 31, 1997, 1996, and 1995
Notes to Financial Statements
All schedules of C.M. Corp. are omitted as not applicable or not required, or the required information is included in the Financial Statements.
* The Company does not have the cash funds to pay for the costs and expenses of an audit of its financial statements by independent certified accountants and, accordingly, the accompanying statements are unaudited. C.M. CORP. BALANCE SHEETS DECEMBER 31, 1997 AND 1996 (Unaudited)*
The accompanying notes are an integral part of these balance sheets.
* The Company does not have the cash funds to pay for the costs and expenses of an audit of its financial statements by independent certified accountants and, accordingly, the accompanying statements are unaudited.
C.M. CORP. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (Unaudited)
The accompanying notes are an integral part of these statements.
C.M. CORP. STATEMENTS OF STOCKHOLDER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 (Unaudited)
The accompanying notes are an integral part of these statements.
The accompanying notes are an integral part of these statements.
C.M. CORP. NOTES TO FINANCIAL STATEMENTS (Dollars in Thousands) (Unaudited)
(1) SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations and Basis of Presentation -
C.M. Corp., a Delaware corporation (the "Company"), is a wholly-owned subsidiary of U.S. Home Mortgage Corporation ("Mortgage"), which in turn is a wholly-owned subsidiary of U.S. Home Corporation ("U.S. Home"). The Company was organized to facilitate the financing of residential mortgage loans on single-family residences built and sold by U.S. Home through the purchase of loans and the issuance and sale of mortgage-backed bonds. The Company has not engaged in activities other than activities with respect to the outstanding bonds since 1982 and does not intend to engage in the purchase of loans or issuance and sale of additional mortgage-backed bonds or any other business activities.
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplate, among other things, realization of assets and payment of liabilities in the normal course of business. However, during 1997, the Company sold substantially all of its mortgage loans and paid off a significant portion of its long-term debt and plans to cease operations in 1998 (see Notes 2, 4 and 5).
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Management's estimates and assumptions are reflective of, among other things, prevailing market conditions, current operating strategies and the availability of capital which are all subject to change. Changes to the aforementioned or other conditions could, in turn, cause changes in such estimates and assumptions and, as a result, actual results could differ for the original estimates.
The Company does not have the cash funds to pay for the costs and expenses of an audit of its financial statements by independent certified accountants and, accordingly, the accompanying statements are unaudited.
Financial Instruments -
All of the assets of the Company are pledged under an Indenture with the Trustee (see Note 4) as collateral for the outstanding mortgage-backed bonds issued by the Company. The Trustee declared the outstanding principal balance of all the remaining bonds to be immediately due and payable. The payment of the principal and interest due on the bonds depended on the ongoing cash flows and the liquidation proceeds generated from the sale of the pledged assets together with the remaining amounts in the cash reserve funds (see Notes 2 and 5). The disposition and liquidation of the pledged assets to pay the principal and interest on the bonds was at the discretion and under the control of the Trustee. The Company has been informed there is no active secondary market for these bonds.
It is not practical to estimate the fair value of the Company's long-term debt since the outstanding mortgage-backed bonds issued by the Company are in default and there is no active secondary market for these bonds. At December 31, 1997, the Company believes the proceeds from the liquidation of the remaining assets pledged to the bonds will not pay the remaining bonds in full. In addition, the Company does not have any assets to fund the payable to U.S. Home Mortgage Corporation.
(2) INVESTMENT IN RESIDENTIAL MORTGAGE LOANS:
All mortgage loans purchased by the Company were held for long-term investment as collateral for long-term debt and were included in the accompanying balance sheets at amortized cost net of valuation reserves.
During 1997, the Company sold substantially all of its remaining investment in residential mortgage loans (outstanding principal balance of $2,366 on the date of purchase) at an above par purchase price to an unaffiliated investor (see Note 5).
(3) VALUATION RESERVES:
The Company invested in a significant number of conventional residential mortgage loans with high loan-to-value ratios that were located primarily in energy-related areas which in the mid 1980's experienced a sharp decline in real estate values and high foreclosure rates. In 1987, the costs and losses associated with the repossession, maintenance and resale of foreclosed properties increased due to depressed resale values in these areas which, in turn, accelerated claims against available blanket mortgage insurance coverage. During 1988, the Company exhausted the blanket mortgage insurance coverage to cover foreclosure losses on the conventional mortgage loan pools securing the mortgage-backed bonds issued by the Company. As a result of the exhaustion of the blanket mortgage insurance coverage for the mortgage pools, losses have been and may be incurred by the Company that previously were reimbursed by the mortgage insurer.
The Company established reserves for losses on loans and real estate owned which reflected an estimate of the losses that would have been incurred in connection with its investment loans and foreclosed properties. These reserves were based on management's best estimate of amounts that would have been realized from the mortgage loans in the event of foreclosure including any proceeds reimbursed under the primary mortgage insurance policies using current and historical information. At December 31, 1996, the Company made a non-cash adjustment to its valuation reserves to reflect the subsequent sale of substantially all of the mortgage loans without recourse at an above par purchase price to an unaffiliated investor (see Note 2).
The following summarizes valuation reserves for the years ended December 31, 1997, 1996 and 1995.
(4) LONG-TERM DEBT:
In accordance with the terms of the indenture, dated as of July 15, 1980, between the Company and The First National Bank of Chicago, as amended and supplemented (the "Indenture"), the Company issued, in 1980 and 1981, conventional mortgage-backed bonds having original principal balances of $100,000 ("Bonds") of which $525 in principal amount is outstanding at December 31, 1997. At December 31, 1997, the remaining Series B Bonds have an interest rate of 12.25% per annum and mature on August 31, 2000.
During 1997, substantially all of the mortgage loans pledged to the Bonds were sold and the Trustee paid principal on the Bonds in the amount of $2,871 (see Note 5).
The Company does not have, nor did it expect to have, any significant assets other than the mortgage loans, reserve funds and primary mortgage insurance policies pledged as collateral for each series of Bonds. Accordingly, its ability to pay the principal of, and interest on, the Bonds when due depended on the ongoing cash flow and the liquidation proceeds generated from the sale of the pledged loans and the funds available from the cash reserve funds and coverage under the primary mortgage insurance policies.
Under the terms of the Indenture, the Company agreed to provide the Trustee with the periodic reports filed with the Securities and Exchange Commission ("SEC") and to provide an annual statement to the bondholders. The Company does not have, nor did it expect to have, the cash funds to pay for the costs and expenses of (a) the annual audit of its financial statements required to be included in the annual report filed with the SEC or (b) the annual statement to be provided to the bondholders. Accordingly, the accompanying financial statements and those included in the Company's annual reports filed with the SEC since 1991 are unaudited and the Company did not and no longer intends to provide annual statements to the bondholders which resulted in non-compliance with a covenant under the Indenture, permitting the Trustee or holders of 25% of the Bonds to accelerate their maturity.
On May 28, 1992, the Trustee notified the Company that an Event of Default (as defined in the Indenture) and a default had occurred under Section 6.01(4) and Section 6.01(2), respectively, of the Indenture. The Trustee also declared the outstanding principal balance of all of the remaining Bonds issued under the Indenture (consisting of the Series A and Series B Bonds) to be immediately due and payable. Accordingly, pursuant to Section 12.02(a) of the Indenture, the Company ceased the redemption of any of the remaining Bonds.
From 1992 through 1996, the Trustee issued various reports to the bondholders, from time to time, summarizing, among other things, the remedies available under the Indenture and the actions taken and proposed to be taken by the Trustee relating to the Events of Default. The Trustee informed the bondholders in a report issued to the bondholders in 1994 that the unaffiliated collateral evaluation service retained by the Trustee to review and analyze the collateral securing the Bonds concluded there was a significant depreciation in the value of the properties securing the mortgage loans and such depreciation in value was likely to have a significant affect on the bondholders' ultimate recovery of their investment in the Bonds. The Trustee also stated in that report their intent to hold the collateral for the present and this decision was reconfirmed in subsequent reports issued to the bondholders in 1995 and 1996.
The Trustee requested reimbursement from the Company for costs of legal counsel and the collateral evaluation service relating to the Events of Default and for trust administration services of the Trustee. The Company does not have, nor does it expect to have, the cash funds to reimburse the Trustee for these costs. Under the terms of the Indenture, the Trustee may, in certain instances, apply moneys from the reserve funds or from the sale of the pledged collateral to the payment of expenses incurred and advances made by the Trustee. As of December 31, 1997, the Trustee withdrew on a cumulative basis $109 from the reserve fund for the Series A Bonds and the same amount of $109 from the reserve fund for the Series B Bonds for these costs.
Prior to and including the payment made on March 28, 1997 to the Series B bondholders from the sale of the mortgage loans securing such series, the Company made timely payments due to the bondholders under the terms of the Indenture. However, the Company believed that the exhaustion of the blanket mortgage insurance coverage for the Bonds issued by the Company, the anticipated withdrawal by the Trustee for expenses and advances for its trust administration services and for the expenses and costs of the Events of Default, a continuation of the high costs and losses associated with foreclosures on pledged loans and the application by the Company under the terms of the Indenture of certain proceeds from insurance claims, principal prepayments and foreclosures to payment of interest on the Bonds rather than to redemptions or prepayments of principal on the Bonds would in the future cause a deficiency in cash flows available for the payments due on the related Bonds and the eventual depletion of the cash reserve funds. In addition, at the end of 1996, the Bonds had a stated maturity within the next 4 years in the year 2000 and there was a significant shortfall in the principal balance and weighted average interest rate earned on the pledged loans compared to the corresponding principal balance and interest rates paid on the Bonds. Such events would cause the Company at some future date to be unable to meet its debt service requirements under the Indenture and holders of Bonds would receive less than the principal amounts due on their Bonds.
At the end of 1996, substantially all of the remaining mortgage loans were current and had good recent payment histories. In order to minimize the eventual losses to the bondholders, and based on the highest bid the Company obtained from an investor to purchase these loans at an above par purchase price, the Trustee agreed with the Company that it was in the best interest of the bondholders to sell the loans and distribute the liquidated collateral to them.
Mortgage, as servicer, was not obligated to advance delinquent payments due on the pledged mortgage loans unless it reasonably believes that such advances will ultimately be recoverable from mortgage insurance proceeds. During 1991, Mortgage, as servicer, advised the Company that it would not advance delinquent mortgage loan payments due to the uncertainty of the recoverability of such advances. As a result, the Trustee withdrew once each in 1991 and 1992 a portion of the reserve funds to make the required interest payments on the Series B Bonds and to make one such payment on the Series A Bonds in 1996. In addition to the withdrawals from the reserve funds by the Trustee for bond administration costs and expenses, the anticipated cash flow deficiencies to meet future debt service requirements would have also resulted in further withdrawals from each of the reserve funds for both series of Bonds until these funds were eventually exhausted. The cash reserve funds for the Series A Bonds and Series B Bonds were substantially depleted from the principal payments paid on these Bonds during the first quarter of 1997. At December 31, 1997, funds on deposit with the Trustee, including the remaining cash reserve funds, totaled $43.
(5) LOAN SALE AND BOND PREPAYMENT:
At the end of 1996, the Company obtained bids from unaffiliated investors/brokers to purchase the remaining loans pledged to secure the Bonds since most of these loans were current and had good recent payment histories. The Company requested the consent of the Trustee to sell the loans to the investor with the highest bid of 102.75% offering to purchase all of the loans which were not in foreclosure.
As part of the Special Reports the Trustee sent to the Series A bondholders (dated February 28, 1997) and to the Series B bondholders (dated March 28, 1997), the Trustee stated in those reports that prior to granting their consent to this proposed sale, the Trustee requested its mortgage banking affiliate, experienced in the sale of residential mortgage loans, to review the process by which the Company obtained the bids to determine if it was likely to have resulted in receipt of bids fairly reflecting the market for such loans and assess the fairness of the bid. The Trustee also stated in these reports that this affiliate concluded that the bid solicitation process employed by the Company was appropriate and that the accepted bid was fair. Accordingly, the Trustee exercised its rights under Section 6.04 of the Indenture and consented to the sale.
On February 7, 1997, the Company sold, without recourse, all of its mortgage loans to this investor except for one loan pledged to secure the Series B Bonds which was in the process of foreclosure. During February and March, 1997, the Trustee used the proceeds from this sale together with payments collected on these loans prior to the sale and funds from the respective cash reserve funds to pay the Series A Bonds in full and to make a principal prepayment of $1,642 on the Series B Bonds. At December 31, 1997, the outstanding principal balance of the Series B Bonds was $525.
The Company does not have, nor expect to have, any assets available to make further payments on the Series B Bonds other than the remaining cash funds on deposit with the Trustee and the one remaining foreclosed mortgage loan in the process of liquidation with an outstanding principal balance of $36 and estimated net realizable value of $7. The Trustee stated in the Special Report (dated March 28, 1997) sent to the Series B bondholders that the Trustee expects, and the Company agrees, the proceeds from the liquidation of this loan will not be sufficient to repay the remaining principal of the Series B Bonds in full. The Trustee further stated in this report that, due to such insufficiency, there will be no further payments of interest on the Series B Bonds. Based on this statement by the Trustee, the Company ceased accruing interest expense payable on the outstanding Series B Bonds. Therefore, at December 31, 1997, the outstanding bond principal balance of $525 and interest accruing on the Series B Bonds is substantially not recoverable and is expected to result in a loss to the holders of the Series B Bonds.
(6) INCOME TAXES:
The Company is included in the consolidated federal income tax return filed by U.S. Home. The Company records its income tax provisions on a separate company basis in accordance with an allocation agreement with U.S. Home. Due to the previous years' losses and future uncertainties of the Company, no current or deferred income taxes have been provided in the financial statements.
(7) TRANSACTIONS WITH AFFILIATED COMPANIES:
Mortgage acted as servicing agent for the mortgage loans and administers the disposition of the one remaining foreclosed mortgage loan owned by the Company. Mortgage is entitled to a monthly servicing fee on each pledged loan at an agreed upon minimum rate. Mortgage also furnishes the Company with bookkeeping, accounting and administrative services, including services of the officers and employees of Mortgage without charge to the Company.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
See note 1 to the financial statements.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Company's Board of Directors and executive officers during 1997 and their respective ages, length of service as a director and positions are set forth below:
Served as Director Name Age Since Position and Office ---------------------- ------ ---------- ------------------------------- James R. Petty 49 1992 Director and President
Ronald C. McCabe 49 1992 Director, Senior Vice President and Secretary
Virginia S. Casagrande 47 1996 Director, Vice President, Controller and Assistant Secretary
No family relationship exists among any of the directors or executive officers of the Company.
The term of each of the foregoing directors expires at the next annual meeting of the stockholder of the Company. Each of the foregoing executive officers has been elected to serve in the office indicated until the first meeting of the Board of Directors following the next annual meeting of the stockholder of the Company or until his or her successor is elected and qualified.
Mr. Petty has served as President of the Company since September 1980 and has been President of Mortgage since that date. He also served as Director of the Company from September 1980 until April 1991. Mr. Petty has also been a President of Operations of U.S. Home since March 1985.
Mr. McCabe has been a Senior Vice President of the Company since April 1991 and, prior thereto, was Senior Vice President and Chief Accounting Officer since November 1984. He has also served as Secretary of the Company since April 1992 and a Director from October 1987 until April 1991. Mr. McCabe has also been Senior Vice President, Chief Accounting Officer, Chief Financial Officer and Secretary of Mortgage since April 1992 and, prior thereto, was Senior Vice President and Chief Accounting Officer since November 1984.
Ms. Casagrande has been a Vice President, Controller and Assistant Secretary of the Company since April 1993. She has also served as a Vice President, Controller and Assistant Secretary of Mortgage since August 1992 and, prior thereto, was an Accounting Manager with Mortgage since October 1991.
Item 11.
Item 11. Executive Compensation
The Company does not pay or accrue any fees, salaries or other forms of compensation to its directors or officers for their services. The directors and officers receive compensation from Mortgage for services performed for affiliated entities which may include services performed for the Company. However, the Company believes that any compensation attributable to services rendered for the Company is immaterial.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of February 28, 1998, Mortgage owned all of the issued and outstanding stock of the Company.
James R. Petty, President of the Company, beneficially owns 32,786 shares of common stock of U.S. Home Corporation, including 21,667 options to acquire shares of common stock of which 12,668 are fully exercisable, and 11,119 shares issued pursuant to a restricted stock plan subject to forfeited and vesting provisions, all of which constitutes less than 1% of such outstanding shares of U.S. Home Corporation.
Virginia S. Casagrande, Vice President, Controller of the Company, beneficially owns 70 shares of common stock of U.S. Home Corporation which constitutes less than 1% of such outstanding shares.
The directors and executive officers of the Company as a group beneficially own 32,856 shares of common stock of U.S. Home Corporation, which constitutes less than 1% of such shares.
No other Director or executive officer of the Company owns any shares of stock issued by U.S. Home Corporation.
Item 13.
Item 13. Certain Relationships and Related Transactions
At December 31, 1997, the remaining payable to Mortgage of $1,584 consists, primarily, of funds advanced to the Company to redeem certain series of mortgage-backed bonds. The Company does not have the funds to repay this payable to Mortgage. PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. and 2. The following financial statements are filed as part of this report. See Index to Financial Statements - Item 8.
(a)3. List of Exhibits
3.1 Certificate of Incorporation of Registrant. Exhibit 3.1 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
3.2 By-Laws of Registrant. Exhibit 3.2 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676 is incorporated by reference.
4.1 Indenture, dated as of July 15, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.1 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
4.2 First Supplemental Indenture, dated as of July l5, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.2 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.3 Second Supplemental Indenture, dated as of August l5, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.3 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.4 Third Supplemental Indenture, dated as of October l, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.4 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.5 Fourth Supplemental Indenture, dated as of November l5, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.5 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.6 Fifth Supplemental Indenture, dated as of December l5, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.6 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.7 Sixth Supplemental Indenture, dated as of January l5, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.7 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.8 Seventh Supplemental Indenture, dated as of March 9, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.8 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.9 Eighth Supplemental Indenture, dated as of March l5, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.9 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.10 Ninth Supplemental Indenture, dated as of April 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.10 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.11 Tenth Supplemental Indenture, dated as of May l5, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.11 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.12 Eleventh Supplemental Indenture, dated as of June 15, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.12 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.13 Twelfth Supplemental Indenture, dated as of July l5, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.13 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.14 Thirteenth Supplemental Indenture, dated as of July 30, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.2 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference.
4.15 Indenture, dated as of June l5, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.14 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.16 First Supplemental Indenture, dated as of August 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.15 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.17 Second Supplemental Indenture, dated as of September l, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.16 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.18 Third Supplemental Indenture, dated as of October 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.17 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.19 Fourth Supplemental Indenture, dated as of October 31, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.18 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.20 Fifth Supplemental Indenture, dated as of November l, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.19 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.21 Sixth Supplemental Indenture, dated as of December 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.20 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.22 Seventh Supplemental Indenture, dated as of December 21, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.21 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.23 Eighth Supplemental Indenture, dated as of January 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.22 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.24 Ninth Supplemental Indenture, dated as of February 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.23 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.25 Tenth Supplemental Indenture, dated as of March 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.24 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.26 Eleventh Supplemental Indenture, dated as of May 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.25 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference.
4.27 Twelfth Supplemental Indenture, dated as of June 15, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.27 to Registrant's Registration Statement on Form S-ll, registration No. 2-78099, is incorporated by reference.
4.28 Thirteenth Supplemental Indenture, dated as of August 15, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.28 to Registrant's Registration Statement on Form S-ll, registration No. 2-78099, is incorporated by reference.
4.29 Fourteenth Supplemental Indenture, dated as of September 15, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.29 to Registrant's Registration Statement on Form S-ll, registration No. 2-78099, is incorporated by reference.
10.1 Underwriting Agreement, dated July 23, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.1 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.2 Underwriting Agreement, dated September 5, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.2 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.3 Underwriting Agreement, dated October 15, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.3 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.4 Underwriting Agreement, dated December 17, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.4 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.5 Underwriting Agreement, dated January 14, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.5 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.6 Underwriting Agreement, dated February 25, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.6 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.7 Underwriting Agreement, dated March 18, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.7 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.8 Underwriting Agreement, dated April 10, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.8 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.9 Underwriting Agreement, dated May 20, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.9 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.10 Underwriting Agreement, dated June 15, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.10 to Registrant's Registration Statement on Form S-11, registration No.2-67676, is incorporated by reference.
10.11 Underwriting Agreement, dated July 16, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.11 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.12 Underwriting Agreement, dated August 21, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.12 to Registrant's Registration Statement on Form S-11, registration No. 2-73132, is incorporated by reference.
10.13 Underwriting Agreement, dated October 1, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.13 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.14 Underwriting Agreement, dated October 21, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.14 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.15 Underwriting Agreement, dated November 19, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.15 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.16 Underwriting Agreement, dated December 14, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.16 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.17 Underwriting Agreement, dated January 21, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.17 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.18 Underwriting Agreement, dated February 26, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.18 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.19 Underwriting Agreement, dated March 17, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & o., and Raymond, James & Associates, Inc. Exhibit 10.19 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.20 Underwriting Agreement, dated June 4, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J. C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.20 to Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by reference.
10.21 Underwriting Agreement, dated September 1, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.21 to Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by reference.
10.22 Underwriting Agreement, dated October 13, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.22 to Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by reference.
10.23 Servicing Agreement, dated as of July 15, 1980, among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 12.1 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.24 Amendment, dated March 15, 1981, to Servicing Agreement, dated as of July 15, 1980. Exhibit 10.1 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference.
10.25 Servicing Agreement, dated as of June 15, 1981, among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 10.5 to Registrant's Registration Statement on Form S-11, registration No. 2-73132, is incorporated by reference.
10.26 Amendment, dated as of November 2, 1981, to Servicing Agreement dated as of June 15, 1981 among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 10.6 to Registrant's Registration Statement on Form S-11, registration No. 2-73132, is incorporated by reference.
10.27 Amendment, dated as of June 15, 1982, to Servicing Agreement dated as of June 15, 1981 among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 10.47 to Registrant's Registration Statement on Form S-11, registration No. 2-78099, is incorporated by reference.
10.28 Credit Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.10 to Registrant's Form 10-K for the year ended December 31, 1980, is incorporated by reference.
10.29 Amendment, dated March 26, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit B to Registrant's Form 10-Q for the quarter ended March 31, 1981, is incorporated by reference.
10.30 Amendment, dated April 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Hom Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20 to Registrant's Form 10-Q for the quarter ended June 30, 1981, is incorporated by reference.
10.31 Amendment, dated July 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.1 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is incorporated by reference.
10.32 Amendment, dated August 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.2 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is incorporated by reference.
10.33 Amendment, dated September 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.3 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is incorporated by reference.
10.34 Amendment, dated October 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.4 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is incorporated by reference.
10.35 Amendment, dated October 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.5 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is incorporated by reference.
10.36 Amendment, dated November 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.6 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is incorporated by reference.
10.37 Amendment, dated November 20, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.38 to Registrant's Form 10-K for year ended December 31, 1981, is incorporated by reference.
10.38 Amendment, dated December 1, 1981, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.33 to Registrant's Form 10-K for year ended December 31, 1981, is incorporated by reference.
10.39 Amendment, dated January 1, 1982, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.34 to Registrant's Form 10-K for year ended December 31, 1981, is incorporated by reference.
10.40 Amendment, dated February 1, 1982, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.35 to Registrant's Form 10-K for year ended December 31, 1981, is incorporated by reference.
10.41 Amendment, dated March 1, 1982, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.36 to Registrant's Form 10-K for year ended December 31, 1981, is incorporated by reference.
10.42 Amendment, dated April 1, 1982, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.1 to Registrant's Form 10-Q for quarter ended March 31, 1982, is incorporated by reference.
10.43 Amendment, dated June 1, 1982, to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.1 to Registrant's Form 10-Q for quarter ended June 30, 1982, is incorporated by reference.
10.44 Credit Loan Agreement, dated as of June 30, 1982, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S.Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.2 to Registrant's Form 10-Q for quarter ended June 30, 1982, is incorporated by reference.
10.45 Commitment, dated August 6, 1981, to purchase mortgage loans between U.S. Home Finance Corporation and U.S. Home Corporation. Exhibit 10.37 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference.
10.46 Secured Line of Credit, dated as of January 14, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.46 to Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by reference.
10.47 Typical form of commitment to purchase mortgage loans, beginning in 1982, between U.S. Home Finance Corporation and U.S. Home Corporation. Exhibit 10.47 to Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by reference.
10.48 Extension of Secured Line of Credit, dated as of March 28, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended March 31, 1983, is incorporated by reference.
10.49 Agreement dated March 25, 1983, among Citibank, N.A., U.S. Home Finance Corporation and USHAC, Inc. Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended March 31, 1983, is incorporated by reference.
10.50 Extension of Secured Line of Credit, dated June 14, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30, 1983, is incorporated by reference.
10.51 Credit Agreement, dated as of May 31, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation, USH II Corporation and U.S. Home Acceptance Corporation. Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended June 30, 1983, is incorporated by reference.
10.52 Secured Line of Credit, dated as of December 1, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.52 to Registrant's Form 10-K for the year ended December 31, 1983, is incorporated by reference.
10.53 Extension of Secured Line of Credit, dated January 16, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended March 31, 1984, is incorporated by reference.
10.54 Secured Line of Credit, dated as of July 12, 1984, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.54 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference.
10.55 Mortgage Warehouse Agreement, dated as of August 31, 1984, among Citicorp Real Estate, Inc. and U.S. Home Mortgage Corporation. Exhibit 10.55 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference.
10.56 Amendment to Secured Line of Credit, dated August 9, 1985, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.56 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference.
10.57 Amendment to Mortgage Warehouse Agreement, dated as of July 30, 1985, among Citicorp Real Estate, Inc. and U.S. Home Mortgage Corporation. Exhibit 10.57 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference.
10.58 Amendment to Secured Line of Credit, dated May 23, 1986, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30, 1986, is incorporated by reference.
10.59 Amendment to Secured Line of Credit, dated July 24, 1986, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended June 30, 1986, is incorporated by reference.
99 Description of the Bonds and Security Package from Pages 6 through 15 to Prospectus, dated July 23, 1980 (Registration No. 2-67676). Exhibit 99 to Registrant's Form 10-K for the year ended December 31, 1996, is incorporated by reference.
(b) No report on Form 8-K was filed by the Company during the three months ended December 31, 1997.
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.
Dated: March 30, 1998 C.M. Corp.
By: /s/ James R. Petty ---------------------------------- James R. Petty President (principal executive officer)
By: /s/ Ronald C. McCabe ---------------------------------- Ronald C. McCabe Senior Vice President, Chief Accounting Officer and Chief Financial Officer (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 in the capacities and on the dates indicated.
Signature Title Date --------- ----- ----
/s/ James R. Petty Director and President March 30, 1998 - -------------------- (principal executive officer) (James R. Petty)
/s/ Ronald C. McCabe Director and Senior Vice March 30, 1998 - ----------------------- President (principal accounting (Ronald C. McCabe) officer)
/s/ Virginia S. Casagrande Director, Vice President, March 30, 1998 - --------------------------- Controller and Assistant (Virginia S. Casagrande) Secretary
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANT WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT:
No annual report to security holders covering the registrant's last fiscal year or proxy statement, form of proxy or other proxy soliciting material sent to more than 10 of the registrant's security holders with respect to any annual or other meeting of security holders has been sent to any of the registrant's security holders. INDEX TO EXHIBITS -----------------
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------ ----------- ------
3.1 Certificate of Incorporation of Registrant. Exhibit 3.1 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
3.2 By-Laws of Registrant. Exhibit 3.2 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676 is incorporated by reference. *
4.1 Indenture, dated as of July 15, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.1 to Registrant's Registration Statement on Form S-ll, registration No.2-67676, is incorporated by reference. *
4.2 First Supplemental Indenture, dated as of July 15, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.2 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.3 Second Supplemental Indenture, dated as of August 15, 1980, between U.S. Home Finance Corporation as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.3 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.4 Third Supplemental Indenture, dated as of October 1, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.4 to Registrant's Registration Statement on Form S-11, registration No. 2-67676, is incorporated by reference. *
4.5 Fourth Supplemental Indenture, dated as of November 15, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.5 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------ ----------- ------
4.6 Fifth Supplemental Indenture, dated as of December 15, 1980, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.6 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.7 Sixth Supplemental Indenture, dated as of January 15, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.7 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.8 Seventh Supplemental Indenture, dated as of March 9, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.8 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.9 Eighth Supplemental Indenture, dated as of March 15, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.9 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.10 Ninth Supplemental Indenture, dated as of April 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.10 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
INDEX TO EXHIBITS ----------------- Continued ---------
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------ ----------- ------
4.11 Tenth Supplemental Indenture, dated as of May 15, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.11 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.12 Eleventh Supplemental Indenture, dated as of June 15, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.12 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676 is incorporated by reference. *
4.13 Twelfth Supplemental Indenture, dated as of July 15, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.13 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
4.14 Thirteenth Supplemental Indenture, dated as of July 30, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.2 to Registrant's Form 10-Q for the quarter ended September 30, 1981, is incorporated herein by reference. *
4.15 Indenture, dated as of June 15, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.14 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
INDEX TO EXHIBITS ----------------- Continued ---------
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------ ----------- ------
4.16 First Supplemental Indenture, dated as of August 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.15 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.17 Second Supplemental Indenture, dated as of September 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.16 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.18 Third Supplemental Indenture, dated as of October 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.17 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.19 Fourth Supplemental Indenture, dated as of October 31, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.18 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.20 Fifth Supplemental Indenture, dated as of November 1, 1981 between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.19 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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4.21 Sixth Supplemental Indenture, dated as of December 1, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.20 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.22 Seventh Supplemental Indenture, dated as of December 21, 1981, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.21 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.23 Eighth Supplemental Indenture, dated as of January 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.22 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.24 Ninth Supplemental Indenture, dated as of February 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.23 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.25 Tenth Supplemental Indenture, dated as of March 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.24 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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4.26 Eleventh Supplemental Indenture, dated as of May 1, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.25 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
4.27 Twelfth Supplemental Indenture, dated as of June 15, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.27 to Registrant's Registration Statement on Form S-ll, registration No. 2-78099, is incorporated by reference. *
4.28 Thirteenth Supplemental Indenture, dated as of August 15, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.28 to Registrant's Registration Statement on Form S-ll, registration No. 2-78099, is incorporated by reference. *
4.29 Fourteenth Supplemental Indenture, dated as of September 15, 1982, between U.S. Home Finance Corporation, as Issuer, and The First National Bank of Chicago, as Trustee. Exhibit 4.29 to Registrant's Registration Statement on Form S-ll, registration No. 2-78099, is incorporated by reference. *
10.1 Underwriting Agreement, dated July 23, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.1 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.2 Underwriting Agreement, dated September 5, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.2 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.3 Underwriting Agreement, dated October 15, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.3 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.4 Underwriting Agreement, dated December 17, 1980, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.4 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.5 Underwriting Agreement, dated January 14, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.5 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.6 Underwriting Agreement, dated February 25, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.6 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
INDEX TO EXHIBITS ----------------- Continued ---------
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10.7 Underwriting Agreement, dated March 18, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.7 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.8 Underwriting Agreement, dated April 10, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.8 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.9 Underwriting Agreement, dated May 20, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.9 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.10 Underwriting Agreement, dated June 15, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.10 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.11 Underwriting Agreement, dated July 16, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.11 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.12 Underwriting Agreement, dated August 21, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 1.12 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. *
10.13 Underwriting Agreement, dated October 1, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.13 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.14 Underwriting Agreement, dated October 21, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.14 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.15 Underwriting Agreement, dated November 19, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.15 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.16 Underwriting Agreement, dated December 14, 1981, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.16 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.17 Underwriting Agreement, dated January 21, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.17 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.18 Underwriting Agreement, dated February 26, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.18 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.19 Underwriting Agreement, dated March 17, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.19 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.20 Underwriting Agreement, dated June 4, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.20 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.21 Underwriting Agreement, dated September 1, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. Exhibit 10.21 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.22 Underwriting Agreement, dated October 13, 1982, among U.S. Home Finance Corporation, Edward D. Jones & Co., J.C. Bradford & Co., and Raymond, James & Associates, Inc. and I. M. Simon & Co. Exhibit 10.22 to Registrant's Form 10-K, for the year ended December 31, 1981 is incorporated by reference. *
10.23 Servicing Agreement, dated July 15, 1981, among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 12.1 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676 is incorporated by reference. *
10.24 Amendment, dated March 15, 1981 to Servicing Agreement, dated as of July 15, 1980. Exhibit 10.1 to Registrant's Registration Statement on Form S-ll, registration No. 2-67676, is incorporated by reference. *
10.25 Servicing Agreement, dated June 15, 1981, among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 10.5 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132 is incorporated by reference. *
10.26 Amendment, dated as of November 2, 1981, to Servicing Agreement dated as of June 15, 1981 among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 10.6 to Registrant's Registration Statement on Form S-ll, registration No. 2-73132, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.27 Amendment, dated as of June 15, 1982, to Servicing Agreement dated as of June 15, 1981 among U.S. Home Finance Corporation, U.S. Home Mortgage Corporation and U.S. Home Corporation. Exhibit 10.47 to Registrant's Registration Statement on Form S-ll, registration No. 2-78099, is incorporated by reference. *
10.28 Credit Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.10 to Registrant's Form 10-K, for the year ended December 31, 1980 is incorporated by reference. *
10.29 Amendment, dated March 26, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended March 31, 1981, is incorporated by reference. *
10.30 Amendment, dated April 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended June 30, 1981, is incorporated by reference. *
10.31 Amendment, dated July 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.32 Amendment, dated August 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is incorporated by reference. *
10.33 Amendment, dated September 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is incorporated by reference. *
10.34 Amendment, dated October 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is incorporated by reference. *
10.35 Amendment, dated October 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.36 Amendment, dated November 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Amendment to Registrant's Form 10-Q for quarter ended September 30, 1981, is incorporated by reference. *
10.37 Amendment, dated November 20, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.38 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference. *
10.38 Amendment, dated December 1, 1981 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.33 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference. *
10.39 Amendment, dated January 1, 1982 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.34 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference. *
10.40 Amendment, dated February 1, 1982 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.35 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference. *
INDEX TO EXHIBITS ----------------- Continued ---------
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10.41 Amendment, dated March 1, 1982 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.36 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference. *
10.42 Amendment, dated April 1, 1982 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.1 to Registrant's Form 10-Q for quarter ended March 31, 1982, is incorporated by reference. *
10.43 Amendment, dated June 1, 1982 to Credit Loan Agreement, dated November 21, 1980, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.1 to Registrant's Form 10-Q for quarter ended June 30, 1982, is incorporated by reference. *
10.44 Credit Loan Agreement, dated as of June 30, 1982, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 20.2 to Registrant's Form 10-Q for quarter ended June 30, 1982, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.45 Commitment, dated August 6, 1981, to purchase mortgage loans between U.S. Home Finance Corporation and U.S. Home Corporation. Exhibit 10.37 to Registrant's Form 10-K for the year ended December 31, 1981, is incorporated by reference. *
10.46 Secured Line of Credit, dated as of January 14, 1983 among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.46 to Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by reference. *
10.47 Typical form of commitment to purchase mortgage loans, beginning in 1982, between U.S. Home Finance Corporation and U.S. Home Corporation. Exhibit 10.47 to Registrant's Form 10-K for the year ended December 31, 1982, is incorporated by reference. *
10.48 Extension of Secured Line of Credit, dated as of March 28, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended March 31, 1983, is incorporated by reference. *
10.49 Agreement, dated March 25, 1983, among Citibank, N.A., U.S. Home Finance Corporation and USHAC, Inc. Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended March 31, 1983, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.50 Extension of Secured Line of Credit, dated June 14, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30, 1983, is incorporated by reference. *
10.51 Credit Agreement, dated as of May 31, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation, USH II Corporation and U.S. Home Acceptance Corporation. Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended June 30, 1983, is incorporated by reference. *
10.52 Secured Line of Credit, dated as of December 1, 1983, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, U.S. Home Finance Corporation and U.S. Home Acceptance Corporation. Exhibit 10.52 to Registrant's Form 10-K for the year ended December 31, 1983, is incorporated by reference. *
10.53 Extension of Secured Line of Credit, dated January 16, 1984, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended March 31, 1984, is incorporated by reference. *
10.54 Secured Line of Credit, dated as of July 12, 1984, among The First National Bank of Chicago, U.S. Home Mortgage Corporation, and U.S. Home Finance Corporation. Exhibit 10.54 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference. * INDEX TO EXHIBITS ----------------- Continued ---------
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10.55 Mortgage Warehouse Agreement, dated as of August 31, 1984, among Citicorp Real Estate, Inc. and U.S. Home Mortgage Corporation. Exhibit 10.55 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference. *
10.56 Amendment to Secured Line of Credit, dated as of August 9, 1985, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.56 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference. *
10.57 Amendment to the Mortgage Warehouse Agreement, dated as of July 30, 1985, among Citicorp Real Estate, Inc. and U.S. Home Mortgage Corporation. Exhibit 10.57 to Registrant's Form 10-K for the year ended December 31, 1985, is incorporated by reference. *
10.58 Amendment to Secured Line of Credit, dated May 23, 1986, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30, 1986, is incorporated by reference. *
10.59 Amendment to Secured Line of Credit, dated July 24, 1986, among The First National Bank of Chicago, U.S. Home Mortgage Corporation and U.S. Home Finance Corporation. Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended June 30, 1986, is incorporated by reference. *
INDEX TO EXHIBITS ----------------- Continued ---------
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99 Description of the Bonds and Security Package from Pages 6 through 15 to Prospectus, dated July 23, 1980 (Registration No. 2-67676). Exhibit 99 to Registrant's Form 10-K for the year ended December 31, 1996, is incorporated by reference. *
*Incorporated by Reference