<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
--------------
Commission file number: 0-23131
PEOPLE'S PREFERRED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 95-4642529
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5900 Wilshire Boulevard,
Los Angeles, California 90036
(323) 938-6300
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 [X ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Shares Outstanding at April 4, 2000
----- -----------------------------------
Common Stock, $0.01 par value 10,000
Series A Preferred Shares, $0.01 par value 1,426,000
================================================================================
<PAGE>
PEOPLE'S PREFERRED CAPITAL CORPORATION
MARCH 31, 2000 REPORT ON FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition - March 31, 2000
and December 31, 1999 3
Statements of Earnings - For the three months ended
March 31, 2000 and March 31, 1999 4
Statements of Cash Flows - For the three months ended
March 31, 2000 and March 31, 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
PART II OTHER INFORMATION
Item 1: Legal Proceedings 13
Item 2: Changes in Securities 13
Item 3: Defaults upon Senior Securities 13
Item 4: Submission of Matters to a Vote of Security Holders 13
Item 5: Other Information 13
Item 6: Exhibits and Reports on Form 8-K 14
</TABLE>
2
<PAGE>
PEOPLE'S PREFERRED CAPITAL CORPORATION
STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
March 31, 2000 December 31,1999
-------------- ----------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents................................... $ 1,425 $ 959
Mortgage loans, net (Note 2)................................ 70,375 70,446
Due from affiliate.......................................... 624 657
Accrued interest receivable................................. 366 331
Other assets................................................ 10 --
-------------- -------------
Total assets............................................ $ 72,800 $ 72,393
============== =============
LIABILITIES:
Accounts payable and accrued liabilities.................... $ 31 $ 42
-------------- -------------
Total liabilities....................................... 31 42
-------------- -------------
COMMITMENTS AND CONTINGENCIES....................................
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share, 4,000,000
shares authorized:
Preferred stock series A, issued and outstanding
1,426,000 shares, liquidation value $35,650 ......... 14 14
Common stock, par value $.01 per share, 4,000,000
shares authorized: 10,000 shares issued and
outstanding............................................. -- --
Additional paid-in capital.................................. 72,075 72,075
Retained earnings........................................... 680 262
-------------- -------------
Total stockholders' equity.............................. 72,769 72,351
-------------- -------------
Total liabilities and stockholders' equity.............. $ 72,800 $ 72,393
============== =============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
PEOPLE'S PREFERRED CAPITAL CORPORATION
STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
2000 1999
------------ --------------
<S> <C> <C>
REVENUES:
Interest on mortgage loans.............................. $ 1,397 $ 1,359
Interest on deposits 21 38
------------ --------------
Total revenues: 1,418 1,397
------------ --------------
EXPENSES:
Servicing fees.......................................... 43 43
Management fees......................................... 50 50
Professional fees....................................... 30 18
Other................................................... 8 8
------------ --------------
Total expenses...................................... 131 119
------------ --------------
Net earnings........................................ $ 1,287 $ 1,278
============ ==============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
PEOPLE'S PREFERRED CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
2000 1999
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings................................................................. $ 1,287 $ 1,278
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Increase in accrued interest receivable.................................. (26) (13)
Decrease in due from affiliates.......................................... 33 664
Increase in other assets................................................. (10) (9)
Decrease in accrued expenses............................................. (11) (25)
------------ -----------
Net cash provided by operating activities................................ 1,273 1,895
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan purchases............................................................... (1,493) (5,946)
Mortgage loan principal repayments........................................... 1,564 6,335
Purchase of accrued interest................................................. (9) (25)
------------ -----------
Net cash provided by investing activities.................................... 62 364
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred stock dividends paid............................................... (869) (869)
Common stock dividends paid.................................................. -- (274)
------------ -----------
Net cash used in financing activities........................................ (869) (1,143)
------------ -----------
Net increase in cash and cash equivalents......................................... 466 1,116
Cash and cash equivalents at beginning of period.................................. 959 1,301
------------ -----------
Cash and cash equivalents at end of period........................................ $ 1,425 $ 2,417
============ ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
PEOPLE'S PREFERRED CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
We are a real estate investment trust ("REIT") that was formed in June
1997 in order to acquire, hold and manage mortgage assets and other authorized
investments. All of our common stock is owned by People's Bank of California
(the "Bank"). We expect that all of our mortgage assets will be acquired from
the Bank or purchased from other companies that are not affiliated with us. To
date, all of our mortgage assets have been acquired by the Bank.
As a REIT, dividends paid to our stockholders are deductible for
federal and state income tax purposes. Under the Internal Revenue Code, REITs
are subject to numerous organizational and operational requirements, including a
requirement that they distribute at least 95% of their taxable income, as
calculated on an annual basis. If we fail to qualify for taxation as a REIT in
any year, our income will be taxed at regular corporate rates, and we may not be
able to qualify for treatment as a REIT for that year and the next four years.
In October 1997, we completed the sale of 1,426,000 shares of 9.75%
Noncumulative Exchangeable Preferred Stock, Series A (our "Series A Preferred
Shares") at an offering price of $25.00 per share. Our Board of Directors,
including a majority of our independent directors, authorized the filing of a
Registration Statement with the Securities and Exchange Commission ("SEC") for
the issuance of Series B Preferred Shares which, to the extent issued, will be
parity stock with respect to the Series A shares. The Registration Statement was
filed on August 9, 1999. To date, the Company has not issued any Series B
Preferred Shares and, due to market conditions, the Company has no immediate
plans with respect to the issuance of such securities.
The accompanying financial statements were prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions for meeting the requirements of Regulation S-X, Article
10, and therefore do not include all disclosures necessary for complete
financial statements. In the opinion of management, all adjustments have been
made that are necessary for a fair presentation of the financial position and
results of operations and cash flows as of and for the periods presented. All
such adjustments are of a normal recurring nature. The results of operations for
the three months ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the entire fiscal year or any other interim
period.
The financial statements should be read in conjunction with the audited
financial statements and accompanying notes thereto as of December 31, 1999
included in the Company's Annual Report on Form 10-K of People's Preferred
Capital Corporation (the "Company"). All terms used but not defined elsewhere
herein have meanings ascribed to them in the Annual Report on Form 10-K with the
SEC filed on March 28, 2000.
6
<PAGE>
NOTE 2 - MORTGAGE LOANS, NET
Mortgage loans, net consisted of the following (in thousands):
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
1-4 unit residential mortgage loans...................... $ 62,002 $ 61,836
Multi-family and commercial loans........................ 8,948 9,165
-------------- -------------
70,950 71,001
Discount on loans........................................ (322) (302)
Allowance for loan losses................................ (253) (253)
-------------- -------------
Total mortgage loans, net........................... $ 70,375 $ 70,446
============== =============
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
WHEN USED IN THIS FORM 10-Q OR FUTURE FILINGS BY THE COMPANY WITH THE
SEC, IN THE COMPANY'S PRESS RELEASES OR OTHER PUBLIC OR STOCKHOLDER
COMMUNICATIONS, OR IN ORAL STATEMENTS MADE WITH AN APPROVAL OF AN AUTHORIZED
EXECUTIVE OFFICER, THE WORDS OR PHRASES "WOULD BE", "WILL ALLOW", "INTENDS TO",
"WILL LIKELY RESULT", "ARE EXPECTED TO", "WILL CONTINUE", "IS ANTICIPATED",
"ESTIMATE", "PROJECT", OR SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY "FORWARD
LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE LITIGATION REFORM ACT OF
1995.
THE COMPANY WISHES TO CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON
ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE, AND
TO ADVISE READERS THAT VARIOUS FACTORS, INCLUDING REGIONAL AND NATIONAL ECONOMIC
CONDITIONS, SUBSTANTIAL CHANGES IN LEVELS OF MARKET INTEREST RATES, CREDIT AND
OTHER RISKS OF LENDING AND INVESTMENT ACTIVITIES AND COMPETITIVE AND REGULATORY
FACTORS, COULD AFFECT THE COMPANY'S FINANCIAL PERFORMANCE AND COULD CAUSE THE
COMPANY'S ACTUAL RESULTS FOR FUTURE PERIODS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED OR PROJECTED. THE COMPANY DOES NOT UNDERTAKE, AND SPECIFICALLY
DISCLAIMS ANY OBLIGATION, TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT
OCCURRENCES OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH
STATEMENTS.
7
<PAGE>
A summary of Selected Financial Data of the Company is as follows (dollars in
thousands):
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
------------------------------------
2000 1999
------------------ -----------------
<S> <C> <C>
STATEMENT OF EARNINGS:
Interest on mortgage loans ............................ $ 1,397 $ 1,359
Total revenues......................................... 1,418 1,397
Net earnings........................................... 1,287 1,278
<CAPTION>
At March 31, At December 31,
2000 1999
------------------ -----------------
STATEMENT OF CONDITION:
Mortgage loans, net.................................... $ 70,375 $ 70,446
Total assets........................................... 72,800 72,393
Total stockholders' equity............................. 72,769 72,351
Weighted average yield on mortgage loans .............. 7.44% 7.44%
</TABLE>
OVERVIEW
Our principal business objective is to acquire, hold and manage
mortgage assets and other authorized investments that will generate net earnings
for distribution to our stockholders. At March 31, 2000, we had total assets of
$72.8 million, total liabilities of $31,000 and total stockholders' equity of
$72.8 million. As of that date, $70.4 million or 96.7% of our assets were
comprised of mortgage loans. At March 31, 2000, our loan portfolio contained 265
residential mortgage loans, representing approximately 87.4% of the unpaid
principal balance of the mortgage loans contained in our portfolio, and 48
commercial mortgage loans, representing approximately 12.6% of the unpaid
principal balance of the mortgage loans contained in our portfolio. An aggregate
of $62.0 million or 87.4% of our mortgage loans at March 31, 2000 were secured
by single-family (one-to-four-unit) residential properties with a weighted
average yield of 7.19% and $8.9 million or 12.6% of our mortgage loans were
secured by multi-family residential and commercial properties with a weighted
average yield of 9.23%. The overall yield on our portfolio as of March 31, 2000
and December 31, 1999 was 7.44%.
Although we have the authority to acquire an unlimited number of
mortgage assets from unaffiliated third parties, all of our mortgage assets
acquired through March 31, 2000 have been acquired from the Bank (although a
portion of our mortgage assets were acquired by the Bank from unaffiliated third
parties). We have no present plans or expectations with respect to purchase of
mortgage assets from unaffiliated third parties. We may also acquire from time
to time mortgage-backed securities and a limited amount of non-mortgage related
securities.
8
<PAGE>
Our board of directors is composed of six members, two of whom are
independent directors. In addition, we currently have four officers. We have no
other employees and do not anticipate that we will require additional employees.
RESIDENTIAL MORTGAGE LOANS. The following table sets forth as of March
31, 2000 certain information with respect to each type of residential mortgage
loan included in the Company's portfolio (dollars in thousands):
TYPE OF RESIDENTIAL MORTGAGE LOAN PRODUCT
<TABLE>
<CAPTION>
Average
Average Initial Remaining Average Net
Percentage of Loan to Value Term Note
Type Principal Balance Portfolio "LTV" (in months) Rate
- -------------------------------- ------------------- ------------------- ------------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
15 year fixed rate....... $ 4,847 7.8% 60.5% 123 7.23%
30 year fixed rate....... 57,155 92.2 66.9 319 7.18
------------------- -------------------
$ 62,002 100.0% 66.4% 304 7.18
=================== =================== =================== ================= ================
</TABLE>
The residential mortgage loans included in our portfolio are all fixed
rate loans. The interest rates of the fixed-rate residential mortgage loans
included in our portfolio range from 5.875% per annum to 13.500% per annum. At
March 31, 2000, the weighted average net interest rate of the residential
mortgage loans included in our portfolio was approximately 7.18% per annum.
COMMERCIAL MORTGAGE LOANS. The following table sets forth as of March
31, 2000 certain information with respect to each type of commercial mortgage
loan included in the Company's portfolio (dollars in thousands):
TYPE OF COMMERCIAL MORTGAGE LOAN PRODUCT
<TABLE>
<CAPTION>
Average
Average Remaining Average
Percentage of Initial Term Net Note
Type Principal Balance Portfolio LTV (in months) Rate
- ----------------------------------- ------------------- ----------------- ------------------ --------------- ----------------
<S> <C> <C> <C> <C> <C>
Commercial fixed rate balloon..... $ 4,020 44.9% 68.3% 81 9.19%
Commercial fixed rate............. 1,276 14.3 74.4 106 9.74
Multi-family fixed rate
balloon....................... 1,812 20.2 46.3 86 8.71
Multi-family fixed rate........... 1,840 20.6 73.5 83 9.47
------------------- -----------------
$ 8,948 100.0% 67.8% 86 9.23%
=================== ================= ================== =============== ================
</TABLE>
9
<PAGE>
Of the commercial mortgage loans included in our portfolio,
approximately 65.2% are not fully amortizing and will have significant principal
balances (or "balloon payments") due upon maturity.
All of the commercial mortgage loans included in our portfolio at March
31, 2000 bear interest at fixed rates. The interest rates of the fixed-rate
commercial mortgage loans range from 8.50% per annum to 11.00% per annum. The
weighted average net interest rate of the commercial mortgage loans in our
portfolio at March 31, 2000 was approximately 9.23% per annum.
ASSET QUALITY
At March 31, 2000, there were two residential mortgage loan 30 to 59
days past due as to principal and interest aggregating $457,000, or 0.7% of the
residential mortgage loan portfolio. At December 31, 1999, there was one
residential mortgage 30 to 59 days past due as to principal and interest
aggregating $181,000, or 0.3% of the residential mortgage loan portfolio. No
commercial mortgage loans were past due as of March 31, 2000 or December 31,
1999.
ALLOWANCE FOR LOAN LOSSES
We maintain an allowance for loan losses to absorb potential loan
losses from the entire loan portfolio. At March 31, 2000, the allowance for loan
losses amounted to $253,000 or 0.36% of total loans. We have not incurred any
loan losses since our inception. On an ongoing basis, we monitor the loan
portfolio and evaluate the adequacy of the allowance for loan losses. Based upon
our analysis, we believe that the allowance for loan losses as of March 31, 2000
is sufficient to absorb any unidentified losses that currently exist in the
portfolio. We will continue to review the loan portfolio to determine the extent
to which any changes in loss experience may require additional provisions in the
future.
FINANCIAL CONDITION
At March 31, 2000 and December 31, 1999, we had total assets of $72.8
and $72.4 million, respectively. As of March 31, 2000, an aggregate of $70.4
million or 96.7% of our assets was comprised of mortgage loans.
During the three months ended March 31, 2000 and the year ended
December 31, 1999, we purchased from the Bank additional residential mortgage
loans with an aggregate principal balance of $1.5 million and $16.5 million,
respectively. As of March 31, 2000, our portfolio of mortgage loans was
comprised of $62.0 million of residential mortgage loans and $8.9 million of
commercial mortgage loans, or 87.4% and 12.6% of our total portfolio of mortgage
loans, respectively. As of December 31, 1999, our portfolio of mortgage loans
was comprised of $61.8 million of residential mortgage loans and $9.2 million of
commercial mortgage loans, or 87.1% and 12.9% of our total portfolio of mortgage
loans, respectively. The weighted average yield of
10
<PAGE>
our portfolio as of March 31, 2000 and December 31, 1999 was 7.44%. At March 31,
2000, amounts due from affiliates aggregated $624,000, as compared to $657,000
at December 31, 1999. At March 31, 2000, accrued interest amounted to $366,000,
as compared to $331,000 at December 31, 1999. We maintained an allowance for
loan losses of $253,000 at March 31, 2000 and December 31, 1999.
At March 31, 2000, our total liabilities amounted to $31,000, as
compared to $42,000 at December 31, 1999. At March 31, 2000, stockholders'
equity amounted to $72.8 million, after taking into consideration earnings of
$1.3 million and aggregate dividend payments on the Common Stock and the Series
A Preferred Shares of $869,000 during the quarter. At December 31, 1999,
stockholders' equity amounted to $72.4 million.
RESULTS OF OPERATIONS
We reported net earnings of $1.29 million for the three months ended
March 31, 2000 compared to $1.28 million for the comparable period in 1999. The
increase in earnings during the three month period was due to an increase in
interest earned on mortgage loans, which was partially offset by an increase in
expenses.
Total revenues for the three months ended March 31, 2000 increased from
$1.40 million to $1.42 million over the comparable prior period due to increased
interest on mortgage loans.
Total expenses for the three months ended March 31, 2000 increased to
$131,000 from $119,000 during the three months ended March 31, 1999, primarily
due to an increase in professional fees. Advisory fee payments to the Bank were
$50,000 during each of the three month periods ended March 31, 2000 and 1999.
The Bank received $5,000 and $7,000, for servicing our commercial mortgage loans
and $24,000 and $15,000 for servicing a portion of our residential mortgage
loans during the three months ended March 31, 2000 and 1999. Temple Inland
Mortgage Corporation, which services a portion of our residential mortgage
loans, received $14,000 and $21,000 in servicing fees during the three months
ended March 31, 2000 and 1999, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all of our financial commitments and to capitalize
on opportunities for our business expansion. In managing liquidity, we take into
account various legal limitations placed on a REIT.
Our principal liquidity needs are to maintain our current portfolio
size through the acquisition of additional mortgage loans as mortgage loans
currently in the portfolio mature or prepay and to pay dividends on the Series A
Preferred Shares. The acquisition of additional mortgage loans is intended to be
funded with the proceeds obtained from repayment of principal
11
<PAGE>
balances by individual mortgagees and the possible issuance of additional shares
of capital stock. The Company has not had and does not anticipate having any
material capital expenditures.
To the extent that our Board of Directors determines that additional
funding is required, the Company may raise such funds through additional equity
offerings, debt financing or retention of cash flow (after consideration of
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), or a
combination of these methods. Our organizational documents do not contain any
limitation on the amount or percentage of debt, funded or otherwise, that we
might incur. Notwithstanding the foregoing, we may not, without the approval of
a majority of the Company's independent directors, incur debt in excess of 20%
of our total stockholders' equity. Any such debt incurred may include
intercompany advances made by the Bank to us.
We also may issue additional series of preferred stock. However, we may
not issue additional shares of preferred stock that is, or will be, senior to
the Series A Preferred Shares, without obtaining the prior consent of holders of
at least 66 2/3% of the shares of preferred stock outstanding at that time. We
may not issue additional shares of preferred stock on a parity with the Series A
Preferred Shares without the prior approval of a majority of our independent
directors. Our Board of Directors, including a majority of our independent
directors, authorized the filing of a Registration Statement with the SEC for
the issuance of Series B Preferred Shares, which, if issued, will be parity
stock with respect to the Series A Preferred Shares. The Registration Statement
was filed on August 9, 1999. No assurance can be made, however as to when the
Company will complete the offering of Series B Preferred Shares, if at all.
INTEREST RATE RISK
Our interest rate risk is primarily related to loan prepayments and
payoffs. The average maturity of loans is substantially less than their average
contractual terms because of prepayments and, in the case of conventional
mortgage loans, due-on-sale clauses, which generally give us the right to
declare a loan immediately due and payable in the event, among other things,
that the borrower sells the real property subject to the mortgage and the loan
is not repaid. The average life of mortgage loans tends to increase when the
current mortgage loan rates are substantially higher than rates on existing
mortgage loans and, conversely, decrease when rates on existing mortgages are
substantially lower than current mortgage loan rates (due to refinancings of
adjustable rate and fixed rate loans at lower rates). Since December 31, 1999
there were no significant changes in the anticipated maturities or repricing of
our interest earning assets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations Interest Rate Risk".
12
<PAGE>
PEOPLE'S PREFERRED 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
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
3(a)(i) Articles of Incorporation of the Company.*
3(a)(ii) Amended and Restated Articles of Incorporation of the Company.**
3(b) By-laws of the Company.*
4 Specimen of certificate representing Series A Preferred
Shares.*
10(a) Residential Mortgage Loan Purchase and Warranties Agreement
between the Company and the Bank.**
10(a)(i) Amendment to Residential Mortgage Loan Purchase and Warranties
Agreement between the Company and the Bank.**
10(b) Commercial Mortgage Loan Purchase and Warranties Agreement
between the Company and the Bank.**
10(c) Residential Mortgage Loan Servicing Agreements between the
Bank and the Temple Inland Mortgage Corporation.***
10(d) Assignment, Assumption and Recognition Agreement between the
Company, the Bank and the Servicing Agent.**
10(e) Commercial Mortgage Loan Servicing Agreement between the
Company and the Bank.**
10(f) Advisory Agreement between the Company and the Bank.**
27 Financial Data Schedule.
</TABLE>
- ------------
* Incorporated by reference to the Registration Statement on Form S-11
(File No. 333-31501) of People's Preferred Capital Corporation, as
filed with the Securities and Exchange Commission on July 10, 1997.
** Incorporated by reference to the Form 10-K (File No. 0-23131) of
People's Preferred Capital Corporation, as filed with the Securities
and Exchange Commission on March 30, 2000.
*** Incorporated by reference to Amendment No. 1 to the Registration
Statement on Form S-11 (File No. 333-31501) of People's Preferred
Capital Corporation, as filed with the Securities and Exchange
Commission on September 8, 1997.
(b) No reports on Form 8-K have been filed during the quarter ended March
31, 2000.
14
<PAGE>
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.
PEOPLE'S PREFERRED CAPITAL
CORPORATION
/s/ RUDOLF P. GUENZEL
-------------------------------------
Rudolf P. Guenzel
President and Chief Executive Officer
/s/ J. MICHAEL HOLMES
-------------------------------------
J. Michael Holmes
Executive Vice President and Chief
Financial Officer
Date: May 15, 2000
15
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<CIK> 0001042024
<NAME> PEOPLE'S PREFERRED CAPITAL CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,425
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 70,628
<ALLOWANCE> 253
<TOTAL-ASSETS> 72,800
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 31
<LONG-TERM> 0
14
0
<COMMON> 0
<OTHER-SE> 72,755
<TOTAL-LIABILITIES-AND-EQUITY> 72,800
<INTEREST-LOAN> 1,397
<INTEREST-INVEST> 0
<INTEREST-OTHER> 21
<INTEREST-TOTAL> 1,418
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 1,418
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 131
<INCOME-PRETAX> 1,287
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,287
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.44
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 253
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 253
<ALLOWANCE-DOMESTIC> 253
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
