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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ______________
COMMISSION FILE NUMBER 000-21673
AUTOBOND ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-2487218
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
301 CONGRESS AVENUE, AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip Code)
(512) 435-7000
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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AS OF MAY 12, 1998, THERE WERE 6,531,311 SHARES OF THE REGISTRANT'S COMMON
STOCK, NO PAR VALUE, OUTSTANDING.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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3.1 * Restated Articles of Incorporation of the Company
3.2 * Amended and restated Bylaws of the Company
3.3 ++ Certificate of Designation for the Company's 15% Series A Cumulative
Preferred Stock
4.1 * Specimen Common Stock Certificate
4.2 xx Specimen Preferred Stock Certificate
10.1* Amended and Restated Loan Origination, Sale and Contribution
Agreement dated as of December 15, 1995 by and between the Company
and AutoBond Funding Corporation I
10.2* Security Agreement dated as of May 21, 1996 among AutoBond
Funding Corporation II, the Company and Norwest Bank Minnesota,
National Association
10.3* Credit Agreement and Side Agreement, dated as of May 21, 1996
among AutoBond
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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Funding Corporation II, the Company and Peoples Life Insurance
Company
10.4 * Servicing Agreement dated as of May 21, 1996 among AutoBond
Funding Corporation II, CSC Logic/MSA L.L.P., doing business as
"Loan Servicing Enterprise", the Company and Norwest Bank
Minnesota, National Association
10.5 * Loan Acquisition Sale and Contribution Agreement dated as of May
21, 1996 by and between the Company and AutoBond Funding
Corporation II
10.6 * Second Amended and Restated Secured Revolving Credit Agreement dated as
of July 31, 1995 between Sentry Financial Corporation and the Company
10.7 * Management Administration and Services Agreement dated as of
January 1, 1996 between the Company and AutoBond, Inc.
10.8 * Employment Agreement dated November 15, 1995 between Adrian Katz and the
Company
10.9 * Employment Agreement effective as of May 1, 1996 between William O.
Winsauer and the Company
10.10 * Vender's Comprehensive Single Interest Insurance Policy and Endorsements,
issued by Interstate Fire & Casualty Company
10.11 * Warrant to Purchase Common Stock of the Company dated March 12, 1996
10.12 * Employee Stock Option Plan
10.13 * Dealer Agreement dated November 9, 1994, between the Company and
Charlie Thomas Ford, Inc.
10.14 * Automobile Loan Sale Agreement, dated as of September 30, 1996, among the
Company, First Fidelity Acceptance Corp., and Greenwich Capital Financial
Products, Inc.
10.15 + Servicing Agreement, dated as of January 29, 1997, between CSC
LOGIC/MSA L.P.P., doing business as "Loan Servicing Enterprise"
and the Company
10.16 + Credit Agreement, dated as of February 1, 1997, among AutoBond
Funding Corporation II, the Company and Daiwa Finance Corporation
10.17 + Security Agreement, dated as of February 1, 1997, by and among
AutoBond Funding Corporation II, the Company and Norwest Bank
Minnesota, National Association
10.18 + Automobile Loan Sale Agreement, dated as of March 19, 1997, by
and between Credit Suisse First Boston Mortgage Capital L.L.C., a
Delaware limited liability company, and the Company
10.19 x Automobile Loan Sale Agreement, dated as of March 26, 1997, by
and between Credit Suisse First Boston Mortgage Capital L.L.C., a
Delaware limited liability company, and the Company
10.20 ** Credit Agreement, dated as of June 30, 1997, by and among
AutoBond Master Funding Corporation, the Company and Daiwa Finance
Corporation
10.21 ** Amended and Restated Trust Indenture, dated as of June 30,
1997, among AutoBond Master Funding Corporation, AutoBond
Acceptance Corporation and Norwest Bank Minnesota, National
Association.
10.22 ** Securities Purchase Agreement, dated as of June 30, 1997, by and
among the Company, Lion Capital Partners, L.P. and Infinity
Emerging Opportunities Limited.
10.23 xx Credit Agreement, dated as of December 31, 1997, by and among
AutoBond Master Funding Corporation II, the Company and Credit
Suisse First Boston Mortgage Capital L.L.C.
10.24 xx Trust Indenture, dated as of December 31, 1997, among AutoBond
Master Funding Corporation II, the Company and Manufacturers and
Traders Trust Company
10.25 xx Receivables Purchase Agreement, dated as of December 31, 1997,
between Credit Suisse First Boston Mortgage Capital L.L.C. and
the Company
10.26 xx Servicing Agreement, dated as of December 31, 1997, among the
Company, AutoBond Master Funding Corporation II and Manufacturers
and Traders Trust Company
10.27 xx Indenture and Note, dated January 30, 1998, between the Company
and Bank Boston, N.A.
10.28 xx Warrant, dated January 30, 1998, issued to BancBoston
Investments, Inc.
10.29 xx Purchase Agreement, dated January 30, 1998, between the Company
and BancBoston Investments, Inc.
10.30 ++ Warrant, dated February 2, 1998, issued to Dresner Investments
Services, Inc.
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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10.31 ++ Warrant Agreement and Warrant, dated February 20, 1998, issued to
Tejas Securities Group, Inc.
10.32 xx Consulting and Employment Agreement, dated as of January 1, 1998
between Manuel A. Gonzalez and the Company
10.33 xx Severance Agreement, dated as of February 1, 1998 between Manuel
A. Gonzalez and the Company
10.34 1998 Stock Option Plan (previously filed)
10.35 Third Amendment to the Secured Revolving Credit Agreement dated
May 5, 1998 between Sentry Financial Corporation and the Company
10.36 Warrant, dated March 31, 1998, issued to Infinity Investors Limited
(previously filed)
21.1 ** Subsidiaries of the Company
21.2 xx Additional Subsidiaries of the Company
27.1 Financial Data Schedule (previously filed)
99.0 Letter of Coopers & Lybrand, L.L.P.
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* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-05359).
+ Incorporated by reference to the Company's 1996 annual report on Form 10-K for
the year ended December 31, 1996.
x Incorporated by reference to the Company's quarterly report on Form 10-Q for
the quarter ended March 31, 1997.
** Incorporated by reference to the Company's quarterly report on Form 10-Q for
the quarter ended June 30, 1997.
++ Incorporated by reference to the Company's 1997 annual report on Form 10-K
for the year ended December 31, 1997.
xx Incorporated by reference to the Company's Registration Statement on Form S-1
(Registration No. 333-41257)
(B) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized on May 22, 1998.
AUTOBOND ACCEPTANCE CORPORATION
BY: /S/ WILLIAM O. WINSAUER
_______________________________________
WILLIAM O. WINSAUER, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
BY: /S/ ADRIAN KATZ
_______________________________________
ADRIAN KATZ, VICE CHAIRMAN OF THE
BOARD, CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER
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EXHIBIT 99.0
May 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by AutoBond Acceptance Corporation (copy
attached), which we understand were filed with the Commission, pursuant to the
requirements of Item 4 of Form 8-K, as part of the Company's Form 10-Q report
for the quarter ended March 31, 1998. We agree with the statements concerning
our Firm in such Form 10-Q except for the following clarification:
Reportable conditions should be defined in accordance with Statement of Auditing
Standards No. 60 ('SAS 60') as ' . . . matters coming to the auditor's attention
that, in his judgment, should be communicated . . . because they represent
significant deficiencies in the design or operation of internal control, which
could adversely affect the organization's ability to record, process, summarize,
and report financial data consistent with the assertion of management in the
financial statements.'
Additionally, SAS 60 and generally accepted accounting principles do not address
disclosure of reportable conditions in the financial statements, therefore, the
statement ' . . . none of which conditions were deemed material to the point of
requiring financial statement disclosure' is inapplicable. However, none of the
reportable conditions were believed to be material weaknesses under SAS 60,
which 'is a reportable condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that errors or irregularities in amounts that would be material in relation
to the financial statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing their assigned
functions.'
Very truly yours,
Coopers & Lybrand L.L.P.
