ITEM 1. BUSINESS
Premier Acceptance Corporation (the "Company"), is a wholly-owned subsidiary of U.S. Bancorp Piper Jaffray Companies Inc. (the "Parent"), which is a wholly-owned subsidiary of U.S. Bancorp. Effective May 1, 1998, U.S. Bancorp acquired the stock of the Parent in a merger accounted for as a purchase. On July 31, 1998, the Company's Board of Directors approved a change in the Company's fiscal year end from September 30 to December 31.
The Company's Certificate of Incorporation limits the business activities in which it may engage to activities in connection with or related to the issuance of mortgage-backed bonds. The Company's activities include the issuance and sale of bonds collateralized by certain mortgage related investments (certificates), directly or through trusts formed by the Company, and the investment of the proceeds in such certificates. The Company or such trusts purchase the certificates prior to or simultaneously with the issuance of the mortgage-backed bonds.
The Company has filed shelf Registration Statements under the Securities Act of 1933 (the "Act") with the Securities and Exchange Commission, pursuant to which $900,000,000 in aggregate principal amount of the Company's mortgage-backed bonds were registered under the Act. At December 31, 1998, the Company has issued 34 series of bonds with an aggregate original principal amount of $529,950,000.
ITEM 2.
ITEM 2. PROPERTIES
The Company has no physical properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not party to any pending legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction J of Form 10-K.
PART II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 1998, all outstanding shares of the Company's common stock are owned directly by the Parent and are not traded on any stock exchange or in any over-the-counter market.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Omitted pursuant to General Instruction J of Form 10-K.
MANAGEMENT'S ANALYSIS (pursuant to General Instruction J of Form 10-K)
RESOURCES AND LIQUIDITY
The Company's source of funds with respect to the mortgage-backed bonds is the receipt of payments of principal and interest, including prepayments, on the mortgage-backed collateral certificates securing the bonds, together with the reinvestment income thereon. The Company expects that, at all times, the aggregate future receipts of principal and interest on the certificates, together with reinvestment income thereon, will exceed the aggregate of future amounts due as payments of principal and interest on the mortgage-backed bonds, as well as payments of other liabilities.
The deferred bond issuance costs and original issue discounts or premiums on the collateral are amortized as bonds are redeemed.
RESULTS OF OPERATIONS
The Company's interest income and interest expense are directly related to the issuance and sale of mortgage-backed bonds. The bonds have stated maturities through 2025 and stated interest rates between 8% and 8.15%. The actual maturities may be shortened by prepayments on the collateral.
The Company recorded net interest expense of $149,994, $25,949, $38,581 and $68,021 for the year ended December 31, 1998, the three-month transition period ended December 31, 1997 and the years ended September 30, 1997 and 1996, respectively. The net interest expense recorded in such periods resulted from additional expense related to the fiscal 1995 sale of residual interests in one series of mortgage-backed bonds. The Company anticipates that it will incur additional interest expense in future years relating to the sale of such residual interests.
The Company's purchase accounting treatment of the unrealized gains in investment securities has caused the Company to record losses related to the amortization of premiums over par. Until the merger, the Company's investments available for sale were carried on the books at a discount to par, subject to a mark to market adjustment for unrealized gains or losses. The Company amortized such discount proportionate with the receipt of principal paydowns and recognized income as net gain on accretion of discount in investments. On the effective date of the merger, the Company capitalized all unrealized gains over original cost in its investments accounts by recording a premium over par value in its investments accounts. Subsequent to this adjustment, the Company has amortized such premium proportionate with the receipt of principal paydowns and recognized a net loss on amortization of premium on investments. The Company expects that the statement of operations will continue to show net losses as a result of this accounting treatment.
General and administrative expenses were approximately $49,000, $10,000, $62,000 and $52,000 for the year ended December 31, 1998, the three-month period ended December 31, 1997 and the years ended September 30, 1997 and 1996, respectively.
YEAR 2000
Management of Premier Acceptance Corporation believes that Year 2000 issues will not have a material adverse impact on the Company's financial statements. The Company has no employees and limited operations and systems. The Company is currently in the process of verifying the Year 2000 readiness of the national bank which serves as trustee for the collateral and the bonds issued against such collateral.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary source of market risk for the Company is prepayments on its investments collateralizing mortgage-backed bonds. The Company has mitigated its exposure to market risks due to the matching of its investments to its bond obligations. The bonds have call provisions which permit the Company to redeem bonds concurrently with investment prepayments.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
Board of Directors Premier Acceptance Corporation Minneapolis, Minnesota
We have audited the accompanying statement of financial condition of Premier Acceptance Corporation (a wholly-owned subsidiary of U.S. Bancorp) as of December 31, 1998, and the related statements of operations and comprehensive income, stockholder's equity and cash flows for the year ended December 31, 1998 and the three-month period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Premier Acceptance Corporation as of December 31, 1998 and the results of its operations and cash flows for the year ended December 31, 1998 and the three-month period ended December 31, 1997, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Minneapolis, Minnesota March 23, 1999
REPORT OF INDEPENDENT AUDITORS
Board of Directors Premier Acceptance Corporation Minneapolis, Minnesota
We have audited the accompanying statement of financial condition of Premier Acceptance Corporation (a wholly-owned subsidiary of Piper Jaffray Companies Inc.) as of September 30, 1997, and the related statements of operations and comprehensive income, stockholder's equity and cash flows for each of the two years in the period ended September 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Premier Acceptance Corporation as of September 30, 1997 and the results of its operations and cash flows for each of the two years in the period ended September 30, 1997, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota November 5, 1997 (December 15, 1997 as to the transaction described in the first paragraph of Note 1)
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
STATEMENTS OF FINANCIAL CONDITION
See accompanying notes to financial statements.
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
See accompanying notes to financial statements.
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
STATEMENTS OF STOCKHOLDER'S EQUITY
See accompanying notes to financial statements.
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements.
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
NOTES TO FINANCIAL STATEMENTS
Year ended December 31, 1998, three months ended December 31, 1997 and the years ended September 30, 1997 and 1996
1. ORGANIZATION AND BUSINESS ACTIVITY
The Company is a wholly-owned subsidiary of U.S. Bancorp Piper Jaffray Companies Inc. (the "Parent"), which in turn is a wholly-owned subsidiary of U.S. Bancorp. Effective May 1, 1998, U.S. Bancorp acquired 100% of the stock of the Parent for cash in a merger accounted for as a purchase. The purchase effectively resulted in the recording of the May 1, 1998 market value of investments available for sale, including the related unrealized gains, as the Company's new cost of such investments. At the same time, the Company's equity accounts were recapitalized and unrealized gains were recorded as additional paid-in capital.
On July 31, 1998, the Company's Board of Directors approved a change in the Company's fiscal year end from September 30 to December 31. Accordingly, these financial statements reflect the results of operations and comprehensive income, changes in stockholder's equity and cash flows for the year ended December 31, 1998, the transition period of three months ended December 31, 1997 and the years ended September 30, 1997 and 1996. The following information reflects the results of operations of the Company for 1998 for the period preceding the merger and the period following the merger:
The Company's Certificate of Incorporation limits the business activities in which it may engage to activities in connection with or related to the issuance of mortgage-backed bonds, as described in Note 3. The Company's activities include the issuance and sale of bonds collateralized by certain mortgage related investments (certificates), directly or through trusts formed by the Company, and the investment of the proceeds in such certificates. The Company or such trusts purchase the certificates prior to or simultaneously with the issuance of the mortgage-backed bonds.
The Company has filed Registration Statements under the Securities Act of 1933 (the Act) with the Securities and Exchange Commission, pursuant to which $900,000,000 in aggregate principal amount of the Company's mortgage-backed bonds were registered under the Act. At December 31, 1998, the Company has issued thirty-four series of bonds with an aggregate original principal amount of $529,950,000.
Certain amounts in the 1997 and 1996 financial statements have been reclassified to conform to the 1998 presentation. These reclassifications had no effect on net income or stockholders' equity as previously reported.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, REPORTING COMPREHENSIVE INCOME during 1998. The Statement establishes standards for the reporting and display of comprehensive income
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
and its components in a full set of general purpose financial statements. The Statement applies to all enterprises that provide a full set of general-purpose financial statements. For the Company, other comprehensive income consists of unrealized gains and losses on investments available for sale.
The Company adopted SFAS No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES during fiscal 1995. Investments pursuant to mortgage-backed securities are classified as available for sale, and are carried at market value based upon quoted market prices with a cost of $22,718,454 and $38,828,738 at December 31, 1998 and September 30, 1997, respectively.
The Company's collateral for outstanding mortgage-backed bonds is classified as investments available for sale. Such securities are not salable before the bonds are callable, at some future date. In addition, the market value of GNMA and FNMA securities fluctuates significantly as interest rates change; therefore, the market value of such securities as of the future redemption dates may vary significantly from the current date, and the realization of any unrealized gain is not assured. When the market is such that the value of the securities is less than the amortized cost, the Company has the expectation that such securities would be held to maturity, although not specifically categorized as such, as collateral for the related mortgage-backed bonds, and the Company would not realize any unrealized losses. Thus, no tax benefit would be recognized for unrealized losses for the Company's investment in available for sale securities. The Company does recognize deferred tax liabilities resulting from unrealized gains on available for sale securities.
Until the merger, the Company's investments available for sale were carried on the books at a discount to par, subject to a mark to market adjustment to record unrealized gains or losses. The Company amortized such discount proportionate with the receipt of principal paydowns and recognized income as net gain on accretion of discount on investments. On the effective date of the merger, the Company capitalized all unrealized gains over original cost by recording a premium over par value in its investments accounts. Subsequent to this adjustment, the Company has amortized such premium proportionate with the receipt of principal paydowns and recognized a net loss on amortization of premium on investments. The Company expects that the statement of operations will continue to show net losses as a result of this accounting treatment.
Other assets consist of excess cost over net assets acquired. Such assets are amortized as bonds are redeemed.
Cash includes monthly principal and interest payments from investments pursuant to mortgage-backed bonds, plus any reinvestment income thereon, both of which are used to pay interest and redeem mortgage-backed bonds during the month following receipt.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. MORTGAGE-BACKED BONDS
The Company periodically issues mortgage-backed bonds (the "bonds") which are collateralized by GNMA or FNMA certificates and guaranteed as to payment of principal and interest by the Government National Mortgage Association or the Federal National Mortgage Association. The bonds are obligations solely of the Company and bondholders' only recourse is to the underlying series' collateral. The collateral, which has been purchased with the issuance proceeds, is held by a trustee and is carried at market value under SFAS No. 115, as discussed in Note 2. Principal and interest payments on the collateral are used to meet the debt service of the respective bonds.
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
4. INCOME TAXES
The Company files a consolidated federal income tax return and unitary state tax returns with its Parent and affiliates. Payments are made to the Parent each month for federal and state income taxes computed on pre-tax book income using the consolidated effective tax rate. Deferred income taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities. Adjustments to deferred tax assets and liabilities are periodically settled with the Parent.
At December 31, 1998 and September 30, 1997, the Company's deferred tax liability included $1,422,226 and $1,308,527, respectively in deferred tax liabilities related to the unrealized holding gains on investment securities available for sale. The liabilities offset deferred tax assets of $24,268 and $40,365 at December 31, 1998 and September 30, 1997, respectively, resulting from income recognition differences for residual interests.
5. RELATED PARTY TRANSACTIONS
The Company maintains an agreement with the Parent, stating that the Company may advance excess cash to the Parent for a specified period of time and the Parent shall pay interest to the Company at the stated rate of one-half of one percent over the broker call rate. At December 31, 1998 and September 30, 1997, $0 and $3,004 was receivable from the Parent, respectively.
The Company is charged for certain expenses by the Parent based on specifically identified cost allocations. In addition, the Company's Parent provides the Company with accounting and administrative services, including services of officers. For the year ended December 31, 1998, the three month period ended December 31, 1997 and the years ended September 30, 1997 and 1996, the Company was charged $21,000, $5,250, $21,000, and $20,000, respectively for such services. These charges are subject to periodic reevaluation based upon the number of mortgage-backed bond series' outstanding and the nature of services provided. The Company's costs are not necessarily indicative of the costs that would have been incurred had the Company operated independently.
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Concurrent with the purchase of the Company's Parent by U.S. Bancorp, the Company changed its auditors to U.S. Bancorp's auditors, Ernst & Young LLP, from Deloitte & Touche LLP. There were no disagreements with the current or the predecessor accountants on any matter of accounting principle or practice or financial disclosure.
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to General Instruction J of Form 10-K.
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements.
The following financial statements are included in Part II, Item 8:
Report of Independent Auditors Statements of Financial Condition Statements of Operations and Comprehensive Income Statements of Stockholder's Equity Statements of Cash Flows Notes to Financial Statements
(a)(2) Financial Statement Schedules.
All schedules have been omitted because they are either inapplicable or the required information is included in the financial statements or notes thereto.
(a)(3) Exhibits.
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to Form S-11 filed May 11, 1988).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to Form S-11 filed May 11, 1988).
3.3 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3(c) to Amendment No. 1 to Form S-11 filed June 6, 1988).
4.1 Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated November 23, 1988).
4.2 Series Supplement dated as of June 29, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-B Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated June 27, 1989).
4.3 Series Supplement dated as of August 30, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-C Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated August 30, 1989).
4.4 Series Supplement dated as of November 29, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-D Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated November 29, 1989).
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
PART IV
ITEM 14. (CONTINUED)
(a)(3) Exhibits.
4.5 Series Supplement dated as of December 19, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 19, 1989).
4.6 Supplemental Indenture dated as of December 21, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 19, 1989).
4.7 Supplemental Indenture dated as of December 28, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.3 to Form 8-K dated December 19, 1989).
4.8 Series Supplement dated as of March 27, 1990 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1990-I Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated March 27, 1990).
4.9 Series Supplement dated as of September 27, 1990 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1990-II Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated September 26, 1990).
4.10 The resignation of First Trust National Association as trustee for the Company's Mortgage-Backed Bonds, Series 1 through 5 and the resignation of First Bank National Association as trustee for the Company's Mortgage-Backed Bonds, Series 6 through 25, Series 1989-A through 1989-E and Series 1990-I and Series 1990-II. Norwest Bank Minnesota, National Association was appointed successor trustee to both First Trust National Association and First Bank National Association under the indentures pursuant to which such bonds have been issued (incorporated by reference to Item 5 in Form 8-K dated June 28, 1991).
4.11 Amendment and Series Supplement dated as of October 31, 1991 to Indenture as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and Norwest Bank Minnesota, National Association, as Trustee, relating to Series 1989-E Bonds (incorporated by reference to Exhibit 4.65 in Form 10-K dated September 27, 1991).
4.12 Amendment and Series Supplement dated as of October 31, 1991 to Indenture as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and Norwest Bank Minnesota, National Association, as Trustee, relating to Series 1990-II Bonds (incorporated by reference to Exhibit 4.66 in Form 10-K dated September 27, 1991).
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
PART IV
ITEM 14. (CONTINUED)
(a)(3) Exhibits.
4.13 Series Supplement dated November 23, 1994 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 26 (incorporated by reference to Exhibit 4.2 to Form 8-K dated November 23, 1994).
4.14 Series Supplement dated December 23, 1994 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 27 (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 23, 1994).
4.15 Series Supplement dated February 23, 1995 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 28 (incorporated by reference to Exhibit 4.1 to Form 8-K dated February 23, 1995).
4.16 Revolving Credit Agreement between Piper Jaffray Companies Inc., as borrower, and Premier Acceptance Corporation, as lender, dated September 1, 1995.
23a Consent of Ernst & Young LLP, Independent Auditors.
23b Consent of Deloitte & Touche LLP, Independent Auditors.
27 Financial Data Schedule.
(b) Reports on Form 8-K - None.
(c) Exhibits filed as part of this report are included in Item 14 (a)(3) above.
(d) Financial Statement Schedules required by Regulation S-X are included in Part II, Item 8 above.
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.
PREMIER ACCEPTANCE CORPORATION (Registrant)
By:
/s/ BRIAN J. RANALLO - ------------------------------------- BRIAN J. RANALLO President and Director
/s/ DEBORAH K. ROESLER - ------------------------------------- DEBORAH K. ROESLER Treasurer (Principal Financial and Accounting Officer) and Director
Dated: March 25, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the date indicated:
Dated: March 25, 1999
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
INDEX TO EXHIBITS
PREMIER ACCEPTANCE CORPORATION (a wholly-owned subsidiary of U.S. Bancorp)
INDEX TO EXHIBITS