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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNION PLANTERS MORTGAGE FINANCE CORP.
(Exact name of registrant as specified in its charter)
Incorporated in Delaware 62-1712370
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7130 GOODLETT FARMS PARKWAY, CORDOVA, TENNESSEE 38018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 580-6000
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class)
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TABLE OF CONTENTS
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PAGE NO.
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Item 1. Description of Business
Organization................................................................................3
Issuance of Collateralized Mortgage Bonds and Mortgage Securities...........................3
Item 2. Financial Information..........................................................................4
Item 3. Properties.....................................................................................4
Item 4. Security Ownership of Certain Beneficial Owners and Management.................................4
Item 5. Directors and Executive Officers...............................................................4
Item 6. Executive Compensation.........................................................................5
Item 7. Certain Relationships and Related Transactions.................................................5
Item 8. Legal Proceedings..............................................................................6
Item 9. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters.......................................................6
Item 10. Recent Sales of Unregistered Securities........................................................6
Item 11. Description of Registrant's Securities to be Registered........................................6
Item 12. Indemnification of Directors and Officers......................................................6
Item 13. Financial Statements and Supplementary Data....................................................7
Item 14. Changes in and Disagreements with Accountants on Accounting
Financial Disclosure.........................................................................9
Item 15. Financial Statements and Exhibits.............................................................10
15(a) Financial Statements.................................................................10
15(b) Index of Exhibits....................................................................10
Signatures.................................................................................................11
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ITEM 1. DESCRIPTION OF BUSINESS
Organization
Union Planters Mortgage Finance Corp. (the "Company") was
incorporated in Delaware on September 5, 1997, as a wholly-owned,
limited-purpose financing subsidiary of Union Planters Bank, N.A., a national
banking association (the "Bank"). On September 5, 1997, the Company issued 1,000
shares of its common stock to the Bank for $10,000. The Company has no
employees and relies on its officers, which are also officers of the Bank, to
perform its business activities, and to do so on Bank property. See "Item 3 -
Properties", "Item 5 - Directors and Executive Officers", "Item 7 - Certain
Relationships and Related Transactions", and "Item 12 - Indemnification of
Directors and Officers" herein.
Issuance of Collateralized Mortgage Bonds and Mortgage Securities
The Company was organized to facilitate the financing of
mortgage loans through the issuance and sale of collateralized mortgage
obligations (the "Bonds") and certificates of participation in pools of
Collateral (as hereinafter defined) ("Mortgage Securities"). The Bonds will be
issued by either the Company or a trust established by the Company to issue a
series of Bonds. The Bonds will be issued pursuant to an indenture or indentures
and will be secured by one or more of the following: mortgage loans, Government
National Mortgage Association Certificates, Freddie Mac Mortgage Participation
Certificates, Fannie Mae Mortgage-Backed Certificates, other mortgage
certificates or collateralized mortgage obligations, funding agreements with
limited-purpose finance companies that may be secured by any or all of the
foregoing, insurance policies, and various accounts and funds (collectively, the
"Collateral"). The Collateral for a series of Bonds will be pledged to a
trustee. The Mortgage Securities will be issued by a trust pursuant to a trust
agreement. The Mortgage Securities will represent a percentage interest in a
pool of Collateral purchased by the trust.
After payment of the expenses of an offering and certain
administrative expenses, the net proceeds from an offering of Bonds or Mortgage
Securities will be used to purchase Collateral from the Bank or one of its
affiliates, the Company (in the case of Mortgage Securities issued by a Trust)
or various third parties. In certain cases, a portion of such proceeds may be
lent to various limited-purpose finance companies, which will purchase
Collateral from their affiliates. The Bank, its affiliates and the Company can
be expected to use the proceeds to reduce indebtedness incurred to obtain such
loans, to acquire additional Collateral or for general corporate purposes.
The Certificate of Incorporation of the Company limits its
activities to the foregoing and to acts incidental thereto. Without the consent
of each trustee under any indenture pursuant to which any Bonds were issued, the
Company may not, among other prohibited activities, (i) incur any indebtedness
other than the Bonds and indebtedness that is subordinated to the Bonds, (ii)
engage in any other business; (iii) consolidate or merge with any other entity,
unless the successor expressly assumes the obligations evidenced by the Bonds;
or (iv) file a petition in bankruptcy.
The Company's plan of operations for the 1998 fiscal year is
to issue series of Bonds and Mortgage Securities pursuant to public and private
offerings.
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ITEM 2. FINANCIAL INFORMATION
The Company was incorporated on September 5 1997, and has not
yet commenced operations. Subsequent to incorporation, the Company issued 1,000
shares of common stock to the Bank on September 5, 1997. Accordingly, no
Selected Financial Data and no Management's Discussion and Analysis of Financial
Condition and Results of Operations are presented.
ITEM 3. PROPERTIES
The Company has no physical properties. The Company's
principal place of business is 7130 Goodlett Farms Parkway, Cordova, Tennessee,
which is the Bank's administrative office. The Company has no rental or other
agreement with the Bank for the use of any office space. Its primary assets
will be Collateral pledged to a trustee to secure a series of Bonds.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company is a wholly-owned subsidiary of the Bank. The
Company's officer and directors do not own any shares of the Bank or any
Securities issued by the Company. Therefore, no beneficial ownership
information is presented.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are:
Name Position Age
John E. Gnuschke, Ph. D. Director 53
Joel R. Katz Director; President 42
James K. Plunkett Director; Vice President; 37
Secretary
Leslie M. Stratton Director 61
Dr. Gnuschke has been a Director since February 24th, 1998. He is
serving a one-year term as Director. Dr. Gnuschke's business experience for
the past five years is as follows: he is currently director of the Bureau of
Business and Economic Research and the Center for Manpower Studies and Professor
of Economics at the University of Memphis. The Bureau and the Center are the
applied business, economic, and labor market research divisions within the
Fogelman College of Business and Economics. The divisions also support the
research and publication efforts of
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faculty members and interact with other research organizations. The
programs of the units includes public service to government agencies and the
business community. The Bureau and the Center rank among the top applied
research divisions in the nation. Dr. Gnuschke received Ph. D. and M.A. degrees
from the University of Missouri and a B.S. from Utah State.
Mr. Katz has been Chairman of the Board of Directors and President of
the Company since its organization. He is serving a one-year term as Director.
Mr. Katz's business experience for the past five years is as follows: he has
been President of Union Planters Mortgage, a division of the Bank, since
February 1, 1997. Prior to his employment with Union Planters, Mr. Katz was
President and CEO of Boatmen's National Mortgage, Inc. In addition to overall
management of the Company, Mr. Katz' responsibilities included servicing
acquisitions and servicing activities involved with the Company's REMIC, CMO,
and other structured finance transactions. His prior employment also includes
several years as an attorney at Brown & Wood in New York, New York.
Mr. Plunkett has been a Director, Vice President and Secretary of the
Company since its organization. He is serving a one-year term as Director. Mr.
Plunkett's business experience for the past five years is as follows: he has
been Senior Vice President in the Funds Management Division of Union Planters
Corporation since March 1, 1995. Mr. Plunkett was Senior Vice President and
manager of Investments and Funds Management for Sunburst Bank in Grenada,
Mississippi for several years prior to joining Union Planters. His
responsibilities in both positions include Net Interest Margin and Asset
Liability Management, portfolio strategy and execution, securitization and sale
of loans, and other trading and balance sheet management activities.
Mr. Stratton has been a Director of the Company since its
organization. He is serving a one-year term as Director. Mr. Stratton's
business experience for the past five years is as follows: he is Chairman and
100% owner of Leslie M. Stratton, Co., a wholesale distributor of hardware and
equipment.
ITEM 6. EXECUTIVE COMPENSATION
The executive officers of the Company do not receive any
remuneration from the Company. Dr. Gnuschke currently receives $3,600
annually for serving as a director of the Company, and the remaining
Directors do not receive any remuneration for serving as Directors of
the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
With respect to each series of the Bonds or Mortgage Securities, the
Company may purchase from the Bank, or any other affiliates thereof, certain of
the Collateral that will secure such series of Bonds or Mortgage Securities. The
Bank will advance to, or contribute to the capital of, the Company funds as
necessary to pay certain Bond issuance costs and administrative expenses. The
Company will be obligated to repay any advances and, in addition, to reimburse
the Bank for amounts for which the Bank may become obligated to any bank issuing
a letter of credit used to fund the various funds comprising a portion of the
Collateral for a series. Such reimbursement obligations, however, will be
subordinate to the Company's obligations to the security holders.
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The Bank, a subsidiary of Union Planters Corporation, will provide
the Company with accounting and administrative services, including services of
officers, and will charge the Company for such services. Payment for such
services will be subordinate to the Company's obligations to the holders of
Bonds and Mortgage Securities. The Bank may act as a master servicer or servicer
with respect to mortgage loans comprising a portion of the Collateral. The Bank
will receive customary master servicing and servicing fees, as applicable, for
such services.
ITEM 8. LEGAL PROCEEDINGS
None.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
All of the Company's Common Stock, its sole class of equity
securities, is owned by the Bank. Accordingly, there is no public trading market
for its Common Stock. The Company has not paid any dividends with respect to its
Common Stock.
ITEM 10.RECENT SALES OF UNREGISTERED SECURITIES
On September 5, 1997, the Company sold 1,000 shares of its Common
Stock to the Bank for a cash price of $10,000. Such shares were not registered
under the Securities Act of 1933, in reliance upon the exemption therefrom
provided under Section 4(2) of that Act.
ITEM 11.DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The class of securities of the Company to be registered hereby
consists of its Common Stock, par value $0.01 per share, of which 1,000 shares
are authorized and 1,000 shares are issued and outstanding. All outstanding
shares are duly and validly authorized and issued and fully paid and
nonassessable. The authorized number of shares of Common Stock may be increased
or decreased and certain other changes may be made therein (and one or more
classes of preferred or special stock may be created) by the affirmative vote of
the holders of more than two-thirds of the outstanding shares of the Common
Stock.
Holders of the shares of Common Stock of the Company are entitled to
receive dividends when and if declared by the Board of Directors of the Company
out of funds legally available therefor. Holders of Common Stock of the Company
are entitled to one vote per share on all matters that properly come before the
Stockholders. Stockholders have no conversion or redemption rights, are not
liable for further calls or assessments, and, upon liquidation, are entitled,
after payment of all liabilities, to receive the assets of the Company, either
in cash or in kind, on a pro rata basis. Stockholders have the right to
subscribe to newly-issued shares of Common Stock in accordance with their
current ownership of Common Stock.
ITEM 12.INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of Delaware. Section 145
of the Delaware General Corporation Law provides that a Delaware corporation may
indemnify any persons, including officers and directors, who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation, by reason of the
fact that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise). The indemnity may include expenses (including
attorneys' fees),
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judgements, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expense which
such officer or director actually and reasonably incurred.
The Certificate of Incorporation and Bylaws of the Company provide,
in effect, that, subject to certain limited exceptions, the Company will
indemnify its officers and directors to the extent permitted by the Delaware
General Corporation Law.
The Bank carries an insurance policy providing directors and officers
liability insurance for any liability its directors or officers or the directors
or officers of any of its subsidiaries, including the Company, may incur in
their capacities as such.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
UNION PLANTERS MORTGAGE FINANCE CORP.
(A WHOLLY-OWNED SUBSIDIARY
OF UNION PLANTERS BANK, N.A.)
AUDITED BALANCE SHEET AS OF
DECEMBER 31, 1997
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
Union Planters Mortgage Finance Corp.
In our opinion, the accompanying balance sheet presents
fairly, in all material respects, the financial position of Union Planters
Mortgage Finance Corp. (the "Company"), a wholly-owned subsidiary of Union
Planters Bank, N.A., at December 31, 1997 in conformity with generally accepted
accounting principles. This financial statement is the responsibility of the
Company's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the balance sheet
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the balance sheet, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall balance sheet presentation. We believe that our audit of
the balance sheet provides a reasonable basis for the opinion expressed above.
/s/Price Waterhouse LLP
Memphis, Tennessee
March 16, 1998
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UNION PLANTERS MORTGAGE FINANCE CORP.
(A WHOLLY-OWNED SUBSIDIARY
OF UNION PLANTERS BANK, N.A.)
AUDITED BALANCE SHEET AS OF
DECEMBER 31, 1997
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ASSETS
Cash $ 10,000
TOTAL ASSETS $ 10,000
STOCKHOLDER'S EQUITY
Common stock, par value $0.01 per share, 1000 shares authorized,
issued and outstanding 10
Additional paid-in-capital 9,990
TOTAL STOCKHOLDER'S EQUITY $ 10,000
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The notes to the balance sheet are an integral part of this statement.
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UNION PLANTERS MORTGAGE FINANCE CORP.
(A WHOLLY-OWNED SUBSIDIARY
OF UNION PLANTERS BANK, N.A.)
NOTES TO THE BALANCE SHEET
NOTE 1 - ORGANIZATION OF THE COMPANY
Union Planters Mortgage Finance Corp. (the "Company"), a wholly-owned subsidiary
of Union Planters Bank, N.A. (the "Bank"), was incorporated on September 5,
1997. The Company was organized to facilitate the financing of mortgage-backed
securities and mortgage loans originated or purchased by affiliates of the Bank
and other entities, through the issuance and sale of mortgage participation
securities and mortgage-backed bonds. On September 5, 1997, the Company sold
1,000 shares of common stock to the Bank for $10,000. The Company had no
operations, income or cash flows for the period prior to December 31, 1997.
NOTE 2--SECURITIES ISSUANCES
The Company has filed initial registration statements with the Securities and
Exchange Commission on September 12, 1997 and March 10, 1998, providing for
the issuance of securities in the aggregate principal amount of $900,000,000.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
The following financial statement filed under Item 13 of this
registration statement is as follows:
1. Audited balance sheet of the Company as of December 31,
1997 as audited by Price Waterhouse LLP, along with its report
thereon (see exhibit listing below). The Company has not yet
commenced operations.
(B) INDEX OF EXHIBITS
3.1 Articles of Incorporation of the Company *
3.2 Bylaws of the Company *
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* previously filed
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Pre-Effective Amendment No. 1
to the Registrant's Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNION PLANTERS MORTGAGE FINANCE CORP.
Date: March 20, 1998 By: /s/ James K. Plunkett
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James K. Plunkett, Vice President
