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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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 June 30, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-22767
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D&N Capital Corporation
(Exact name of registrant as specified in its charter)
Delaware 31-1517665
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Quincy Street, Hancock, Michigan 49930
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(Address of principal executive offices)
(906) 482-2700
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(Registrant's telephone number, including area code)
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(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 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 [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, $1,000 par value 31,612
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Series A Preferred Shares, $25.00 par value 1,210,000
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(Class) (Shares Outstanding as of
July 31, 1997)
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D&N CAPITAL CORPORATION
INDEX
Page No.
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PART I Balance Sheet - June 30, 1997 3
Statements of Income - For the period from
Inception through June 30, 1997 3
Statement of Cash Flows - For the period from
Inception through June 30, 1997 3
Notes to Financial Statements 4
Financial Information 5
PART II Other Information 6
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D&N CAPITAL CORPORATION
BALANCE SHEET (UNAUDITED)
At June 30, 1997
(In thousands)
<TABLE>
<S> <C>
Assets:
Cash $ 1
------
Total Assets $ 1
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Liabilities:
Total Liabilities $ --
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Stockholders' Equity:
Preferred stock, par value $25.00; 2,500,000
authorized, none issued and outstanding. --
Common stock, par value $1.00 per share (1);
1,000 shares authorized, 1,000 shares issued and
and outstanding. 1
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Total Stockholders' Equity $ 1
------
Total Liabilities and Stockholders' Equity $ 1
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</TABLE>
D&N CAPITAL CORPORATION
STATEMENT OF INCOME (UNAUDITED)
For the period from Inception (March 18, 1997) through June 30, 1997
(In thousands)
<TABLE>
<S> <C>
Net Income $ --
======
Net Income per common share $ --
======
</TABLE>
D&N CAPITAL CORPORATION
STATEMENT OF CASH FLOW (UNAUDITED)
For the period from Inception (March 18, 1997) through June 30, 1997
(In thousands)
<TABLE>
<S> <C>
Cash provided by financing activity; issuance of
common stock to parent $ 1
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Cash balance at June 30, 1997 $ 1
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</TABLE>
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D&N CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION
D&N Capital Corporation (the "Company"), a wholly-owned subsidiary of D&N Bank
(the "Bank"), was incorporated on March 18, 1997 in the State of Delaware.
The Company intends to invest in mortgage-related assets financed by common and
preferred stock offerings and expects to generate income for distribution to
its future preferred and common stockholders primarily from the net interest
income derived from its investments in mortgage-related assets. The Company
intends to purchase these mortgage-related assets from the Bank and its
affiliates at their estimated fair values. The Company intends to operate in a
manner that permits it to elect, and it intends to elect, to be subject to tax
as a real estate investment trust for federal income tax purposes. The Company
did not have any operations as of June 30, 1997.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited financial statements of the Company are prepared in accordance
with generally accepted accounting principles for interim financial
information. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the
financial position and the results of operations for the interim period
presented have been included.
NOTE 3: SUBSEQUENT EVENT
On July 17, 1997 D&N Capital Corporation commenced its operations upon
consummation of a public offering of 1,210,000 shares of its 9.00% Preferred
Stock Series A, $25.00 par value.
The Company used the gross proceeds raised of $30.3 million from the initial
public offering of the Series A Preferred Shares and the sale of additional
Common Stock of $31.6 million to the Bank to pay expenses incurred during the
offering and the formation of the Company and to purchase from the Bank the
Company's initial portfolio of residential and commercial mortgage loans
("Mortgage Loans") at their estimated fair values.
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D&N CAPITAL CORPORATION
ITEM 2. FINANCIAL INFORMATION
D&N Capital Corporation (the "D&N Capital" or the "Company") was
incorporated under the laws of the State of Delaware for the purpose of
investing in mortgage-related assets financed by common and preferred stock
offerings. D&N Capital Corporation expects to generate income for
distribution to its preferred and common stockholders primarily from the net
interest income derived from its investments in mortgage-related assets. The
Company intends to purchase these mortgage-related assets from D&N Bank and its
affiliates at their estimated fair values. The Company intends to operate in a
manner that permits it to elect, and it intends to elect, to be subject to tax
as a real estate investment trust for federal income tax purposes.
D&N Capital Corporation commenced its operations on July 17, 1997, upon
consummation of a public offering of 1,210,000 shares of its 9.00% Preferred
Stock Series A, $25.00 par value. At June 30, 1997, D&N Capital had no
material liabilities and had not conducted any material operations.
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D&N CAPITAL CORPORATION
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None
ITEM 2: CHANGES IN SECURITIES
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5: OTHER INFORMATION
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibit is included herein:
(27) Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during
the quarter Ended June 30, 1997.
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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.
D&N CAPITAL CORPORATION
/s/ Kenneth R. Janson
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Kenneth R. Janson, President and
Chief Executive Officer
/s/ Daniel D. Greenlee
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Daniel D. Greenlee,
Chief Financial Officer and Treasurer
Date: August 21, 1997
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Exhibit Index
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<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAR-18-1997
<PERIOD-END> JUN-30-1997
<CASH> 1
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 1
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 1
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
