<PAGE> 1
As filed with the Securities and Exchange Commission on November 14,1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended September 30, 1997
[ ] 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: 0-21443
PLYMOUTH COMMERCIAL MORTGAGE FUND
(Exact name of registrant as specified in its charter)
Delaware 74-6439983
(State or other jurisdiction or (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Greystone Advisers, Inc.,
13333 Blanco Road, Suite 314
San Antonio, Texas 78216-7756
(Address of principal executive offices, including zip code)
210-493-3971
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last
report)
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.
[X] Yes [ ] No
As of November 14, 1997, 921,627 of the registrant's common shares of beneficial
interest, no par value, were outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
PLYMOUTH COMMERCIAL MORTGAGE FUND
Statement of Assets and Liabilities
September 30, 1997 and December 31, 1996
(unaudited)
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
Assets
------
<S> <C> <C>
Investments in securities at fair value, cost of $9,856,544
and $2,189,090 $ 10,419,512 $ 2,763,554
Investments in affiliates 461,509 130,566
Cash 67,186 5,082,109
Repurchase Agreement - 502,351
Accounts Receivable 2,227 6,451
Organization Costs 80,600 104,000
Other Assets 56,175 103,641
-------------------- --------------------
Total Assets $ 11,087,209 $ 8,692,672
================================ =======================
Liabilities
-----------
Accounts Payable $ 34,013 $ 66,822
Investment Advisory Fee Payable 53,916 16,677
Dividend Payable 153,207 -
Note Payable -Loan Purchase 437,779 -
Note Payable 1,739,827 -
Escrow Funds 47,401 16,927
-------------------- --------------------
Total Liabilities 2,466,143 100,426
Net Assets
----------
Common shares of beneficial interest, no par value, 1,750,000 shares
authorized, 921,627 shares issued and outstanding 7,976,773 7,976,773
Accumulated undistributed net investment loss (430,546) (168,039)
Accumulated undistributed net realized gains net of distributions of
$303,097 and $69,501 402,627 132,930
Accumulated undistributed equity in earnings of subsidiary 109,244 76,118
Accumulated undistributed unrealized gain on investments 562,968 574,464
-------------------- -------------------
Total Net Assets ($9.35 and $9.32 per share) 8,621,065 8,592,246
Total Liabilities & Net Assets $ 11,087,209 $ 8,692,672
================================ =======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 3
PLYMOUTH COMMERCIAL MORTGAGE FUND
Statement of Operations
(unaudited)
<TABLE>
<CAPTION>
For the three Inception For the nine Inception
months ended (September 27, months ended (September 27,
September 1996) to September 1996) to
30,1997 September 30 30,1997 September 30
1996 1996
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income:
Interest $ 175,189 $ - $ 286,404 $ -
Other Investment Income 2,985 - 110,781 -
---------- ---------- ---------- ----------
Total Investment Income 178,174 - 397,185 -
Expenses:
Operating Expenses 124,451 136,856 339,156 136,856
Management Fees 160,779 - 320,536 -
---------- ---------- ---------- ----------
Total Expenses 285,230 136,856 659,692 136,856
Net Investment Loss (107,056) (136,856) (262,507) (136,856)
Realized gain on sale of investments 29,092 - 297,720 -
Realized gain on collection of notes 143,209 - 205,573 -
Change in unrealized appreciation on assets 194,068 773,985 (11,496) 773,985
Equity in earnings of affiliate 82,620 - 33,126 -
----------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ 341,933 $ 637,129 $ 262,416 $ 637,129
==================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
PLYMOUTH COMMERCIAL MORTGAGE FUND
Statement of Changes in Net Assets
(unaudited)
<TABLE>
<CAPTION>
Inception Inception
For the three (September 27, For the nine (September 27,
months ended 1996) to months ended 1996) to
September September 30 September September 30
30,1997 1996 30,1997 1996
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations before distribution:
Net investment loss $ (107,056) $ (136,856) $ (262,507) $ (136,856)
Net realized gain on sale of investments 29,092 - 297,720 -
Net realized gain on collections 143,209 - 205,573 -
Changes in unrealized appreciation on investments 194,068 773,985 (11,496) 773,985
Equity in earnings of affiliates 82,620 - 33,126 -
---------------------------------------------------------------------
Net increase in net assets from operations
before distributions 341,933 637,129 262,416 637,129
Distributions to shareholders from:
Net realized gain on investments (153,209) - (233,597) -
- 1,690,621 - 1,690,621
---------------------------------------------------------------------
Total increase in net assets 188,724 2,327,751 28,819 2,327,751
Net Assets, beginning of period 8,432,341 - 8,592,246 -
Net assets, end of Period $ 8,621,065 $ 2,327,751 $ 8,621,065 $ 2,327,751
=====================================================================
PER SHARE DATA
Investment income $ 0.19 $ - $ 0.43 $ -
Expenses (0.31) (0.62) (0.72) (0.62)
Net realized gain on sale of investment 0.03 - 0.32 -
Net realized gain on collection of notes 0.16 - 0.22 -
Equity in earnings of affiliate 0.09 - 0.04 -
Change in unrealized appreciation on assets 0.21 3.49 (0.01) 3.49
---------------------------------------------------------------------
Increase in net assets from operations before distributions 0.37 2.87 0.28 2.87
- 7.63 - 7.63
Distributions from realized gain on securities (0.17) - (0.25) -
---------------------------------------------------------------------
Net Increase (decrease) in net asset value 0.20 10.50 0.03 10.50
Net asset value:
Beginning of period 9.15 - 9.32 -
---------------------------------------------------------------------
End of period $ 9.35 $ 10.50 $ 9.35 $ 10.50
=====================================================================
Ratio:
Expenses to Average Assets (3)% (1)% (8)% (1)%
Net Investment Income to Average Assets (1)% (1)% (3)% (1)%
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
PLYMOUTH COMMERCIAL MORTGAGE FUND
Statement of Cashflows
(unaudited)
<TABLE>
<CAPTION> Inception (September 27,
For the nine months 1996) to September 30
ended September 30, 1997 1996
------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities
Increase in net assets from operations before distributions $ 262,416 $ 637,129
Adjustments to reconcile increases in net assets from
operations before distributions to net cash provided
(used) by operating activities:
Amortization of organization costs 23,400 -
Change in unrealized appreciation on investments 11,496 (773,985)
Changes in other assets 47,466 (111,800)
Equity in loss of affiliates (33,126) (500)
Changes in receivables 4,224 (210)
Changes in payables (32,809) 82,038
Changes in advisory fee payable 37,239 -
Increase in dividend payable 153,207 -
Increase in Carlton note payable 437,779 -
Increase in escrow 30,474 -
-----------------------------------------------
Net cash provided by operating activities 941,766 (167,328)
Cash flow from investing activities
Purchase of securities (10,080,578) (2,716,515)
Sale of securities/principal collection on securities 2,033,825
Investment in affiliate 81,483
-----------------------------------------------
Net cash used by investing activities (7,965,270) (2,716,515)
Cash flow from financing activities:
Loan proceeds net of payments 1,739,826 1,229,871
Issuance of equity - 1,690,621
Distribution from net realized gain on investments (233,597) -
-----------------------------------------------
Net cash provided by financing activities 1,506,229 2,920,492
Net decrease in cash and cash equivalents (5,517,275) 36,650
Cash and cash equivalents at beginning of period 5,584,460 -
-----------------------------------------------
Cash and cash equivalents at end of period $ 67,186 $ 36,650
===============================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
1. ORGANIZATION AND BUSINESS PURPOSE
Plymouth Commercial Mortgage Fund, a Delaware business trust, (the
"Fund") was organized on August 23, 1996 and commenced operations on September
27, 1996. The Fund seeks to achieve a high level of current income by purchasing
loans where the obligor is having trouble meeting the loan's contractual
requirements. The loans that the Fund purchases are typically secured by
commercial real estate.
The Fund has elected to be regulated as a business development
company under the Investment Company Act of 1940, as amended ("1940 Act").
2. SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Presentation - The financial statements included herein
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to
Form 10-Q and Article 6 of Regulation S-X. Accordingly, Certain
information and notes that are required by generally accepted
accounting principles for complete financial statements are not
included herein. The interim statements should be read in
conjunction with the financial statements and notes included in the
Fund's most recent annual report on Form 10-K. Interim statements
are subject to possible adjustments in connection with the annual
audit of the Fund. Management believes all adjustments necessary for
a fair presentation of these interim statements have been included.
B. Security Valuation - There is no publicly quoted market for the
Fund's impaired loan portfolio. As such, the fair value of the
portfolio is established by the Fund's Board of Trustees using their
best judgment. Such values are based upon what the Board believes
the Fund could reasonably expect to receive for each impaired loan
in an orderly disposition over a reasonable time period.
In establishing the fair value of a loan, the Board considers
aspects about the individual loan as well as the general economy.
Such factors include but are not limited to: the type of loan,
whether the borrower is currently meeting the contractual terms of
the obligation, the length of time that the borrower has or has not
been meeting the contractual terms, the probability that the
borrower will begin or stop making payments, the value of the
collateral and the guarantees securing the loans, the Fund's
historical experience selling the type of loan being valued, various
standard financial measurements, the remaining contract terms, and
prevailing interest rates.
Certain elements of the valuation procedure involve subjective
judgment. Because the majority of the Fund's impaired loans are
delinquent, no assurance can be given that the Fund will be able to
recover the fair value that the Board has established. The Fund's
impaired loans are not typically backed by any government guarantee
or private credit enhancement. In many cases, the Fund will also
incur certain costs and delays in attempting to assert its right to
payment or in foreclosing on the loan's collateral. The actual value
realized on any particular loan will vary from the values determined
by the Board and can only be determined in negotiations between the
Fund and third parties.
In asserting its rights, the Fund will often attempt to foreclose on
a loan and acquire the collateral. Pursuant to the terms of its
credit agreement, any real estate that is acquired through
foreclosure is held by Plymouth REO, a wholly owned subsidiary of
the Fund. Real estate acquired through foreclosure is recorded at
its estimated fair value.
C. Federal Income Taxes - The Fund has elected the special income tax
treatment available to "regulated investment companies" under
Subchapter M of the Internal Revenue Code. If the Fund qualifies as
a regulated investment company and distributes to shareholders
annually in a timely manner at least 90% of its "investment company
taxable income," as defined by the Code (i.e., net investment
income, including accrued discount, and net short-term capital
gains), it will not be subject to federal income tax on the portion
of its taxable investment income and net capital gain distributed to
shareholders. In addition, if the Fund distributes in a timely
manner 98% of its net capital gain
6
<PAGE> 7
income for each fiscal year, and distributes 98% of its investment
company taxable income for each calendar year (as well as any income
not distributed in prior years), it will not be subject to the 4%
nondeductible federal excise tax imposed with respect to certain
undistributed income of regulated investment companies.
D. Distributions to Shareholders - Dividends to shareholders are
recorded on the payment date. The Fund declared a dividend of
$153,207 for the quarter ended September 30, 1997 to shareholders of
record on September 30, 1997. The Fund has distributed a total of
$233,595 this year.
E. Other - Principal and interest payments due on notes held by the
Fund are recognized on the date received. Interest income is
typically not accrued because of the impaired nature of the Fund's
loan portfolio.
3. INVESTMENT ADVISORY AGREEMENT
The Fund has to entered into an Investment Advisory Agreement (the
"Agreement") with Greystone Advisers, Inc., a Delaware corporation, (the
"Adviser"). Initially, the Adviser was a federally registered investment adviser
under the Investment Advisers Act of 1940. The Securities Markets Improvements
Act of 1996, however, altered the requirements for federal investment adviser
registration. To maintain its federal registration, the Adviser would have
needed to have at least $25,000,000.00 in assets under management. Accordingly,
as of July 8, 1997, the Adviser was required by law to, and did, withdraw its
federal registration. Further, upon consultation with Texas securities counsel,
the Adviser determined that it was not required to have a Texas investment
adviser registration. Accordingly, until such time as the Adviser reaches
$25,000,000.00 under management, it will have no investment adviser
registration. When that threshold is achieved, it intends to reregister under
the Investment Advisers Act.
Under the Agreement, the Adviser manages the investments of the Fund,
subject to the supervision and control of the Fund's Board of Trustees.
Specifically, the Adviser identifies, evaluates, structures, closes and monitors
the investments made by the Fund. The Agreement remains in effect until
September 22, 1998. Thereafter, it will need to be renewed at least annually by
the Board of Trustees, including a majority of its members casting their votes
in person who are not "interested persons" of the Fund (as defined by the 1940
Act) at a meeting called for the purpose of voting on such approval, or by "vote
of a majority of the outstanding voting securities" of the Fund. The Agreement
can be terminated by the Fund at any time, without payment of any penalty, on
sixty day's written notice to the Adviser if the decision to terminate has been
made by the Board of Trustees or by "vote of a majority of the outstanding
voting securities" of the Fund. The Agreement will terminate automatically in
the event of its assignment.
The Adviser is required to pay all expenses that are incurred in rendering
its services. Generally, these expenses include the cost of office space,
telephone service, equipment and personnel required to perform its obligations
under the Agreement. The Fund will be required to pay its operating expenses and
reimburse the Adviser promptly for expenses that the Adviser may pay on the
Fund's behalf, except those specifically required to be borne by the Adviser
under the Agreement. Without limitation, the expenses to be borne by the Fund
will include: all expenses of any offering and sale by the Fund of its shares;
the fees and disbursements of the Fund's counsel, accountants, and custodian;
fees and expenses incurred in producing and effecting filings with federal and
state securities administrators; costs of the Fund's periodic reports to and
other communications with the Fund's shareholders; fees and expenses of members
of the Fund's Board of Trustees who are not directors, officers or employees of
the Adviser; premiums for the fidelity bond maintained by the Fund; all costs
related to portfolio investments, including without limitation financing costs,
legal and accounting fees, expenses related to protecting or maintaining the
value of the loan portfolio or its underlying collateral, and other professional
or technical fees and expenses (e.g., credit reports, title searches and
delivery charges, property taxes, insurance premiums, long-distance telephone
charges, costs of specialized consultants such as accountants or
industry-specific technical experts, and travel expenses) incurred in acquiring,
monitoring, negotiating, working-out, and effecting disposition of such
investments, as well as responding to any litigation arising therefrom; and all
expenses related to any borrowings by the Fund.
7
<PAGE> 8
During the term of this Agreement, the Fund pays to the Adviser, on the
15th day of each month: (a) a fee calculated at an effective annual rate of
5.94% of the Fund's invested assets as of the end of the previous month; and (b)
a fee calculated at an effective annual rate of 0.48% of the Fund's cash and
short-term investments as of the end of the previous month. For purposes of
calculating the fee to be paid on a monthly basis, "invested assets" means the
asset value as determined by the Board as of the end of the previous fiscal
quarter minus cash, short-term investments, intangible assets, and the amount of
collections applied to the carrying value of the loan portfolio since the end of
the previous quarter, plus the cost of loans purchased and capitalized advances
to protect portfolio investments or underlying collateral since the end of the
previous quarter.
4. INVESTMENTS
The Fund invests primarily in impaired loans of companies that qualify as
"eligible portfolio companies" as defined in Section 2(a)(46) of the 1940 Act or
in securities that otherwise qualify for investment as permitted in Section
55(a)(1) through (6). These loans are carried on the Statement of Assets and
Liabilities as of September 30, 1996, at fair value, as determined in good faith
by the Fund's Board of Trustees.
These loans typically are offered at auction in packages of multiple
loans. Sellers include entities such as the Federal Deposit Insurance
Corporation ("FDIC"), banks, savings and loans, insurance companies and other
financial institutions. The Fund's investments in loan packages will be directed
by the Adviser. The Fund holds its real estate assets in a wholly-owned
subsidiary as required in the agreement establishing its senior credit facility.
Generally, a loan is considered impaired when, based on current information and
events, it is probable that a creditor will be unable to collect all amounts due
according to the contractual terms of the loan agreement unless the borrower
receives material assistance. While several types of impaired loans are
available for purchase, the Fund's portfolio is concentrated in impaired loans
secured by commercial real estate. For both financial and regulatory reasons,
commercial banks, either directly or indirectly through the FDIC, make these
loans available for sale in packages with prices that are typically more than $1
million per package. Quite often the sale of impaired loans in this market
offers creditors the only alternative to foreclosure.
5. INDEBTEDNESS
The Fund has an $8,000,000 line of credit with a Texas bank that is
secured by a first lien on all of the Fund's assets. As of September 30, 1997
the Fund had borrowed $1,739,827 on the credit facility. As of November 14,
1997, the Fund had increased its borrowings to $7,828,431 in order to finance
new loan purchases.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
1) Financial Condition
During the nine month period ended September 30, 1997, Plymouth purchased
74 loans with a total cost of $10,080,578 and a total outstanding principal
balance of $18,607,703. The Fund's net asset value per share increased to $9.35
from $9.32 at the end of fiscal 1996 as result of continuing collection efforts.
The amount is expected to decrease by year-end as result of required
distributions to shareholders. Had the entire amount of taxable net investment
income and capital gains been distributed at the end of September, the Fund's
net asset value would have been reduced from $9.35 to $9.22.
Since the end of the third quarter, the Fund has purchased an additional
73 loans for a total cost of $7,940,078. The loans were purchased at auction
from a variety of governmental and non-governmental entities. As a result of
these additional purchases, the Fund has effectively exhausted its available
capital. The Fund's management plans to offer additional equity and a small
amount of preferred stock to current
8
<PAGE> 9
shareholders in order to raise additional capital to take advantage of year-end
auctions. The offering will be for up to $5,000,000. It is expected to commence
by the middle of November and close by the middle of December 1997. It is
expected that the Fund will have to offer a very high rate of return on the
preferred shares to attract the capital quickly. The Fund may also have a
significant financial incentive to offer to redeem the preferred stock and a
portion of the common shares in fiscal year 1998. In addition, prior to making
the redemption offer, the Fund may be restricted in the amount of senior
indebtedness that it may incur. Despite these features, management believes that
raising new capital in this way will be beneficial to its current shareholders.
In anticipation of the new capital being raised, the Fund has been
actively reviewing loans and by November 14, 1997 has submitted bids of
approximately $4,500,000. The closing dates for these sales are during the first
two weeks of December. Management does not believe that the Fund will be the
successful bidder in every instance.
The Fund's loan portfolio currently consists of 167 loans in varying
stages of collections and 3 pieces of real estate. As of September 30, 1997, the
percentage of the value of total assets represented by loans from eligible
portfolio companies to other Fund assets was approximately 68%. As a result of
collection activities and new loan purchases the ratio has declined to
approximately 64% on November 14, 1997. The Fund is required to have 70% of the
value of its assets invested in either obligations of "eligible portfolio
companies" (as defined by the 1940 Act), cash, or cash equivalents prior to
investing in any assets that are not obligations of eligible portfolio
companies. Because the Fund's ratio is currently below 70% it is restricted in
the types of investments it can make prior to either raising new capital or
collecting on its current unqualified assets. When the Fund has not been able to
purchase all of the assets of a loan package because of the restriction on
purchasing "unqualified" assets, management has sought the assistance of other
distressed loan purchasers. These companies have agreed to submit a joint bid
with the Fund for those assets that the Fund could not purchase. The other
purchasers have purchased approximately $1,000,000 in loans that the Fund could
not purchase. The Fund has an exemptive relief request pending with the
Securities and Exchange Commission to allow the Fund to re-categorize some of
the loans in its portfolio as qualified loans. The granting of such relief would
significantly improve the Fund's ratio. To date, management has not received an
indication whether this relief will be granted on not.
2) Results of Operations
Nine Months ended September 30, 1997
For the nine-month period ended September 30, 1997, the Fund
recorded total collections of $2,823,525 and sold one real estate property for
$142,256. Sales of loans accounted for $1,151,391 of collections during the
period and loan settlements accounted for $1,142,655. The balance was derived
from contractual loan payments. The Fund realized an average percentage gain
over cost of 32% on the settled assets and sold real estate.
The Fund recorded expenses of $659,692 during the nine-month period.
The expenses were primarily related to advisory fees ($320,536), interest and
unused fees on the Fund's line of credit ($63,636), and legal expenses $102,445
primarily related to debt collection.
The Fund's recorded increase in net assets for the nine month period of
$262,416 compares to $338,119 in net income and capital gains that was recorded
based on federal income tax accounting methods ("Tax"). The amount recorded for
Tax purposes is important because the dividend paid to the Fund's common
stockholders is based on the Tax amounts. The difference between the Fund's
earnings on a GAAP basis and on a Tax basis is primarily related to the timing
of the recognition of gains between GAAP and Tax. GAAP requires that the Fund
increase the value of its portfolio to a "fair value" (see above "Security
Valuation") and Tax does not allow for the recognition until the cash has
actually been received. For this nine-month period, the difference is primarily
related to continuing settlements on the loans acquired from SWF 1995 Limited
Partnership.
Based upon the net income and capital gains reported for Tax
purposes, the Board of Trustees has declared a distribution of $153,207 (75% of
the net income and capital gains based on tax accounting methods
9
<PAGE> 10
for the nine months ended September 30, 1997). The brings total distributions
for the nine month period to $233,597. Plymouth also made a distribution of
$22,799 in April for a portion of the capital gains recognized in 1996.
Three Months ended September 30, 1997
For the three-month period ended September 30, 1997, the Fund
recorded total collections of $1,540,582. Sales of loans accounted for $244,575
of collections during the period and loan settlements accounted for $1,026,698.
The balance was derived from contractual loan payments. The Fund realized an
average percentage gain over cost of 29% on the settled assets and sold real
estate
The Fund recorded expenses of $285,230 during the three-month
period. The expenses were primarily related to advisory fees ($160,778),
interest and unused fees on the Fund's line of credit ($72,594), and legal
expenses of $5,317 primarily related to debt.
The Fund's recorded increase in net assets for the nine month period
of $262,416 compares to $338,119 in net income and capital gains that was
recorded based on federal income tax accounting methods ("Tax"). The amount
recorded for Tax purposes is important because the dividend paid to the Fund's
common stockholders is based on the Tax amounts. The difference between the
Fund's earnings on a GAAP basis and on a Tax basis is primarily related to the
timing of the recognition of gains between GAAP and Tax. GAAP requires that the
Fund increase the value of its portfolio to a "fair value" (see above "Security
Valuation") and Tax does not allow for the recognition until the cash has
actually been received. For this nine-month period, the difference is primarily
related to continuing settlements on the loans acquired from SWF 1995 Limited
Partnership.
Comparable Period ended September 20, 1996
The Fund began operations on September 27, 1996 with the acquisition of
all the assets of SWF 1995 Limited Partnership, a Texas limited partnership. In
acquiring the assets, the Fund purchased all of the outstanding partnership
interests for a total of 221,577 newly issued common shares of beneficial
interest and $123,200 in cash. SWF-95 was subsequently dissolved. The Fund had
no other operations during the period.
PART II - OTHER INFORMATION
1. LEGAL PROCEEDINGS
None.
2. CHANGES IN SECURITIES
(a) None.
(b) None.
3. DEFAULTS UPON SENIOR SECURITIES
(a) None.
(b) None.
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None.
5. OTHER INFORMATION
None.
6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS-
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession: (None)
10
<PAGE> 11
(3)(i) (A)Certificate of Trust of the registrant, as filed
August 23, 1996(1)
(B)Declaration of Trust of the registrant, dated
August 23, 1996(1)
(3)(ii)Bylaws of the registrant, dated September 3,
1996(1)
(4) (A)Loan Agreement between Comerica Bank-Texas and the
registrant, dated September 27, 1996(2)
(B)Agreement to furnish to the Commission upon request
a copy of Subordinated Note Agreement between the
registrant and SouthWest Holding Company, Inc.,
dated September 27, 1996(2)
(10) (A)Investment Advisory Agreement by and between the
registrant and Emerald Advisers, Inc. (former name of
Greystone Advisers, Inc.), dated September 22, 1996(2)
(B)Custodial Agreement by and between Broadway National
Bank, Comerica Bank-Texas and the registrant, dated
September 27, 1996*
(15)Letter re unaudited interim financial information: (None)
(18)Letter re change in accounting principles: (None)
(19)Report furnished to security holders: (None)
(22)Published report regarding matters submitted to vote of
security holders: (None)
(23)Consents of experts and counsel: (None)
(24)Power of attorney: (None)
(27)Financial Data Schedule (3)
(b) REPORTS ON FORM 8-K- None.
SIGNATURES
Pursuant to the requirements 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.
PLYMOUTH COMMERCIAL MORTGAGE FUND
November 14, 1997 /s/ Robert R. Swendson
------------------------
Robert R. Swendson, President and
Chief Executive Officer
November 14, 1997 /s/ John C. Mosher
--------------------
John C. Mosher, Vice President and
Chief Financial Officer (Principal Financial Officer)
- --------
(1) Incorporated herein by reference from the registrant's initial registration
statement on Form 10 (File No. 0-21443), as filed with the Commission on
September 27, 1996.
(2) Incorporated herein by reference from amendment #1 of the registrant's
initial registration statement on Form 10 (File No. 0-21443), as filed with the
Commission on January 15, 1997.
(3) Filed herewith.
11
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the
registrant's Statement of Assets and Liabilities as of September 31, 1996
(unaudited), and Statement of Operations, Statement of Changes in Net Assets,
and Statement of Cash Flows for the period ended September 31, 1996 (unaudited),
and is qualified in its entirety by reference to such Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes in Net Assets, and
Statement of Cash Flows.
</LEGEND>
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