<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission File Number 000-23849
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UNION PLANTERS MORTGAGE FINANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware 62-1712370
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
Union Planters Administrative Center
7130 Goodlett Farms Parkway
Cordova, Tennessee 38018
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 580-6000
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
---------------------------------------
Indicate by check mark whether the Registrant (i) 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 short period that the Registrant was
required to file such report), and (ii) has been subject to such filing
requirements for the past 90 days:
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|
Aggregate market value of voting stock held by nonaffiliates of the Registrant
as of the latest practicable date, December 31, 1998: NONE
As of December 31, 1998, the latest practicable date, there were 1,000 shares of
Union Planters Mortgage Finance Corp. common stock outstanding.
The registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K and, therefore, is furnishing the abbreviated narrative
disclosure specified in Paragraph (2) of General Instruction I.
<PAGE> 2
PART I
ITEM 1--BUSINESS
Union Planters Mortgage Finance Corp. (the "Company") was established
September 5, 1997 as a wholly owned, limited purpose, finance subsidiary of
Union Planters Bank, National Association, which in turn is a subsidiary of
Union Planters Corporation. There was essentially no business activity on the
part of the Company until May 1998. The Company was organized to facilitate the
securitization of loans and other assets through the issuance and sale of
collateralized bonds and pass-through securities through trusts established by
the Company. Securities issued through trusts will be secured primarily by
residential mortgage loans and mortgage-backed certificates of various types. In
the future, the Company may finance other types of loans and assets.
From the date of its inception to December 31, 1998, the Company has
issued one series of pass-through securities totaling approximately $381 million
aggregate principal amount. At December 31, 1998 the Company had securities of
approximately $529.5 million remaining for issuance under its shelf registration
statements filed with the Securities and Exchange Commission. The Company
anticipates issuing additional securities in the future.
The Company competes in a national market with other private conduits and
various financial firms. Economic conditions, interest rates, regulatory changes
and market dynamics all influence the securities market.
ITEM 2--PROPERTIES
The Company has no physical properties.
ITEM 3--LEGAL PROCEEDINGS
None
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Information in response to this Item is omitted pursuant to General
Instruction I.
PART II
ITEM 5--MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
All of the Company's outstanding common stock is owned by Union Planters
Bank, National Association. Accordingly, there is no market for its common
stock.
ITEM 6--SELECTED FINANCIAL DATA
Information in response to this Item is omitted pursuant to General
Instruction I.
ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
Union Planters Mortgage Finance Corp. (the "Company") was established
September 5, 1997 as a wholly owned, limited purpose, finance subsidiary of
Union Planters Bank, National Association (the "Bank"), which in turn is a
subsidiary of Union Planters Corporation. There was essentially no business
activity on the part of the Company until May 1998. The Company was organized to
facilitate the securitization of loans and other assets through the issuance and
sale of collateralized bonds and pass-through securities through trusts
established by the Company. Securities issued through trusts will be secured
primarily by residential mortgage loans and mortgage-backed certificates of
various types. In the future, the Company may finance other types of loans and
assets.
2
<PAGE> 3
On May 28, 1998 the Company securitized approximately $381 million in
principal amount of previously defaulted FHA-insured and VA-guaranteed mortgage
loans serviced by the Bank. The loans securitized had a weighted-average
maturity of 218 months and a weighted-average interest rate of 9.87% per annum.
The loans will continue to be serviced by the Bank for a one percent fee.
Affiliates of the Company purchased all of the subordinated securities issued in
this transaction, with an approximate market value of $17.4 million. This
securitization, treated as a sale, resulted in a total gain of approximately
$17.7 million. Credit losses not covered by insurance or guarantees are absorbed
by subordinated security holders or, in limited circumstances, the Bank as
servicer. Therefore, the Company carries no loan loss reserves. The Company has
incurred and will continue to incur expenses associated with preparation and
maintenance of loan files and recordation of loan documents. Approximately $1
million has been accrued for expected expenses of this type and at December 31,
1998, the balance of the accrual was $101,000. Other one-time expenses were
incurred or accrued related to the securitization totaling $1.4 million. Excess
cash resulting largely from a net gain of $17.6 million resulted in declaration
of a dividend to dividend payment to the Bank of $11.0 million.
All of the Company's data processing and information systems are provided
by the Bank. Therefore, the Company is dependent on the Bank to address its
Year-2000 ("Y2K") compliance issues. All required unit-specific testing of the
Bank's several information systems has been completed and each system found to
be Y2K compliant. Integration testing of the communication links that permit the
Bank's systems to interface with one another is 45% complete and is expected to
be completed by February 28, 1999. Although further testing by the Bank may be
redundant and unnecessary, management of the Bank intends to perform additional
testing of certain of its information systems during 1999 as an added
precaution.
ITEM 7A--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not Applicable.
ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
Page
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AUDITED FINANCIAL STATEMENTS
UNION PLANTERS MORTGAGE FINANCE CORP.
<S> <C>
Report of Independent Accountants........................................................................4
Balance Sheet - December 31, 1998 and 1997...............................................................5
Statement of Operations - For the year ended December 31, 1998 and
the period from September 5, 1997 to December 31, 1997...................................................6
Statement of Shareholders' Equity - For the year ended December 31, 1998 and
the period from September 5, 1997 to December 31, 1997...................................................7
Statement of Cash Flows - For the year ended December 31, 1998 and
the period from September 5, 1997 to December 31, 1997...................................................8
Notes to Financial Statements............................................................................9
</TABLE>
3
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of Union Planters Mortgage Finance
Corp.
In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholder's equity and of cash flows present
fairly, in all material respects, the financial position of Union Planters
Mortgage Finance Corp. (the "Company") at December 31, 1998 and 1997, and the
results of its operations and its cash flows for the year ended December 31,
1998 and the period from September 5, 1997 to December 31, 1997, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted accounting
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
Memphis, Tennessee
January 21, 1999
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<PAGE> 5
UNION PLANTERS MORTGAGE FINANCE CORP.
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
-------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash .................................................... $502 $10
Deferred income taxes ................................... 35 --
---- ---
TOTAL ASSETS .................................. $537 $10
==== ===
Accrued expenses ........................................ $101 $--
---- ---
TOTAL LIABILITIES ............................. 101 --
---- ---
Shareholder's equity
Common stock, par value $.01 per share,
1,000 shares authorized, issued, and outstanding.... -- --
Additional paid-in capital ............................ 10 10
Retained earnings ..................................... 426 --
---- ---
TOTAL SHAREHOLDER'S EQUITY .................... 436 10
---- ---
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .... $537 $10
==== ===
</TABLE>
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The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
UNION PLANTERS MORTGAGE FINANCE CORP.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE YEAR ENDED SEPTEMBER 5, 1997 TO
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------ --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
NONINTEREST INCOME
Net gain on the sale of residential mortgages ........ $17,655 --
------- -----------
NONINTEREST EXPENSE
Franchise taxes ...................................... 1 --
Professional fees .................................... 75 --
------- -----------
76 --
------- -----------
EARNINGS BEFORE INCOME TAXES .................. 17,579 --
Applicable income taxes ................................ 6,153 --
------- -----------
NET EARNINGS ................................. $11,426 --
======= ===========
</TABLE>
- --------------------
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
UNION PLANTERS MORTGAGE FINANCE CORP.
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998 AND FOR THE
PERIOD FROM SEPTEMBER 5, 1997 TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS TOTAL
------ ---------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Initial capitalization on
September 5, 1997--issuance of
1,000 shares of $0.01 par
value common stock ........... $ -- $10 $ -- $ 10
----------- --- -------- --------
BALANCE, DECEMBER 31, 1997 ..... -- 10 -- 10
Net earnings ................... -- -- 11,426 11,426
Dividend paid .................. -- -- (11,000) (11,000)
----------- --- -------- --------
BALANCE, DECEMBER 31, 1998 ..... $ -- $10 $ 426 $ 436
=========== === ======== ========
</TABLE>
- --------------------
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
UNION PLANTERS MORTGAGE FINANCE CORP.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE YEAR ENDED SEPTEMBER 5, 1997 TO
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------ --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings ......................................... $ 11,426 $--
Deferred income tax benefit .......................... (35) --
Gain on sale of loans ................................ (17,655) --
Net increase in other liabilities .................... 101 --
--------- ---
Net cash used by operating activities ........ (6,163) --
--------- ---
INVESTING ACTIVITIES
Purchase of loans from parent company ................ (383,622) --
Proceeds from sale of loans to a trust ............... 401,277 --
--------- ---
Net cash provided by investing activities..... 17,655 --
--------- ---
FINANCING ACTIVITIES
Initial capitalization of the Company ................ -- 10
Issuance of notes payable to parent company .......... 383,622 --
Repayment of notes payable to parent company ......... (383,622) --
Cash dividends paid .................................. (11,000) --
--------- ---
Net cash used by financing activities ........ (11,000) 10
--------- ---
Net increase in cash ................................... 492 10
Cash at beginning of period ............................ 10 --
--------- ---
Cash at end of period .................................. $ 502 $10
========= ===
</TABLE>
- --------------------
The accompanying notes are an integral part of these financial statements.
8
<PAGE> 9
UNION PLANTERS MORTGAGE FINANCE CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES. The accounting and reporting policies of Union Planters
Mortgage Finance Corp. (the "Company") conform with generally accepted
accounting principles and general practice within the financial services
industry. The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes; actual results could differ from these estimates.
BASIS OF PRESENTATION. The financial statements include the accounts of
the Company. The Company was established September 5, 1997 as a wholly owned,
limited-purpose finance subsidiary of Union Planters Bank, National Association
(the "Bank"), which in turn is a subsidiary of Union Planters Corporation
("UPC"). The Company was organized to facilitate the securitization of loans and
other assets through the issuance and sale of collateralized bonds and
pass-through securities through trusts established by the Company. Securities
issued through trusts will be secured primarily by residential mortgage loans
and mortgage-backed certificates of various types. These financial statements do
not include the accounts of the trusts established to carry out the issuance and
sale of collateralized bonds and pass-through securities.
NOTE 2. SALE OF LOANS
On May 28, 1998, the Company securitized approximately $381 million in
principal amount of previously defaulted FHA insured and VA guaranteed mortgage
loans serviced by the Bank. The transaction was accounted for as a sale in
accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 125, "Accounting for Transfer and Servicing of Financial Assets and
Extinguishment of Liabilities." The following summarizes the gain:
<TABLE>
<S> <C>
Proceeds from sale of loans.......................... $ 401,277
Principal balance of loans........................... (381,173)
---------
Gain....................................... 20,104
Costs................................................ (2,449)
---------
Net gain on the sale....................... $ 17,655
=========
</TABLE>
NOTE 3. INCOME TAXES
Income taxes are computed on a separate company basis. The Company will
file a consolidated federal income tax return with the Bank and UPC. Deferred
income taxes are provided in accordance with SFAS No. 109, "Accounting for
Income Taxes." The components of income tax expense (benefit) are as follows:
<TABLE>
<S> <C>
Current.............................................. $6,188
Deferred............................................. (35)
------
Total income tax expense................... $6,153
======
</TABLE>
The deferred tax asset is composed of accrued expenses that have not been
paid. The Company's effective tax rate does not differ from the federal
statutory rate of 35%.
NOTE 4. RELATED PARTY
The Company is financially dependent on the Bank to sustain its
operations, including providing loans and other assets for securitization and
sale. The Company is also financially dependent on UPC.
9
<PAGE> 10
ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is omitted pursuant to General
Instruction I
ITEM 11--EXECUTIVE COMPENSATION
Information in response to this Item is omitted pursuant to General
Instruction I
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to this Item is omitted pursuant to General
Instruction I
ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is omitted pursuant to General
Instruction I
PART IV
ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (3) Exhibits
3.1 Certificate of Incorporation of the Registrant
(Incorporated herein by reference to the Exhibits to Registrant's Registration
Statement No. 333-35471 on Form S-3, filed September 12, 1997).
3.2 Amended and Restated Bylaws of the Registrant
(Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No.
3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed
January 16, 1998).
4.1 Standard Terms to Pooling and Servicing Agreement (January
1998 Edition) (Incorporated herein by reference to the Exhibits to Pre-Effective
Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form
S-3, filed January 16, 1998).
4.2 Form of Indenture between Registrant and Trustee
(Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No.
3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed
January 16, 1998).
4.3 Form of Trust Agreement between Registrant and Trustee
(Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No.
3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed
January 16, 1998).
4.4 Form of Deposit Trust Agreement between Registrant and
Trustee (Incorporated herein by reference to the Exhibits to Pre-Effective
Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form
S-3, filed January 16, 1998).
10
<PAGE> 11
4.5 Standard Terms to Pooling and Servicing Agreement (May
1998 Edition) (Incorporated herein by reference to Exhibit to the Registrant's
Current Report on Form 8-K, filed June 11, 1998).
4.6 Copy of the Series 1998-1 Pooling and Servicing Agreement,
dated as of May 1, 1998, by and among the Registrant, Union Planters Bank, N.A.,
as Master Servicer, The Bank of New York, as Contract of Insurance Holder, and
The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit to
the Registrant's Current Report on Form 8-K, filed June 11, 1998).
27 Financial Data Schedule (for SEC use only)
99.1 Form of Sales Agreement between the Registrant, as
Purchaser, and the Seller (Incorporated herein by reference to the Exhibits to
Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No.
333-35471 on Form S-3, filed January 16, 1998).
99.2 Form of Supplemental Servicing Agreement (Incorporated
herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16,
1998).
(b) The Registrant filed the following current reports on Form 8-K for the
fourth quarter of 1998:
Date of Reports Items Covered
None
(c) Exhibits
Please refer to Item 14(a)(3) hereinabove.
(d) Additional financial statements
(1) Separate Financial Statements of subsidiaries not consolidated
and fifty-percent-or-less persons
None
(2) Affiliates whose securities are pledged as collateral
None
(3) Schedules
None
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
UNION PLANTERS MORTGAGE FINANCE CORP.
(Registrant)
Dated: February 5, 1999 By: /s/ Joel R. Katz
---------------- --------------------------
Joel R. Katz
President
(Principal Executive Officer)
Dated: February 5, 1999 By: /s/ Mark E. Mosteller
---------------- --------------------------
Mark E. Mosteller
Vice President
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Joel R. Katz Dated: February 5, 1999
- ---------------------- ----------------
Joel R. Katz
Director
/s/ Mark E. Mosteller Dated: February 5, 1999
- ---------------------- ----------------
Mark E. Mosteller
Director
/s/ Leslie M. Stratton Dated: February 5, 1999
- ---------------------- ----------------
Leslie M. Stratton
Director
/s/ John E. Gnuschke Dated: February 5, 1999
- ---------------------- ----------------
John E. Gnuschke
Director
12
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF UNION PLANTERS MORTGAGE FINANCE CORP. FOR THE
TWELVE MONTHS ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 502
<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> 537
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 101
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 436
<TOTAL-LIABILITIES-AND-EQUITY> 537
<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> 76
<INCOME-PRETAX> 17,579
<INCOME-PRE-EXTRAORDINARY> 17,579
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,426
<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>
