811-______
As filed with the Securities and Exchange Commission on December 1, 1997.
-------------------------------------------------------------------------
FORM N-8B-4
REGISTRATION STATEMENT OF
FACE-AMOUNT CERTIFICATE COMPANIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
1ST ATLANTIC GUARANTY CORPORATION
(Exact name of registrant as specified in charter)
3 Bethesda Metro Center, Suite 700
Bethesda, MD 20814
(Address of principal office of registrant)
COPIES TO:
Richard T. Choi, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, Suite 825
Washington, D.C. 20036
(202) 457-5142
<PAGE>
ORGANIZATION AND CONTROL
ITEM 1. GENERAL INFORMATION AS TO ORGANIZATION
Give the date and form of organization of the registrant and the name of
the state or other sovereign power under the laws of which it was organized.
Registrant is a Maryland corporation organized on October 1, 1997.
ITEM 2. MISCELLANEOUS INFORMATION
Furnish the following information as to the registrant:
(a) Date of termination of charter.
Not applicable.
(b) Date upon which fiscal year ends.
September 30.
(c) Date and place of annual or other regular meetings of security
holders.
Maryland law does not require Registrant to hold an annual or other
regular meeting of its stockholders in any year in which election
of Registrant's directors is not required to be acted upon under
the Investment Company Act of 1940 (the "Act"). Holders of
Registrant's face-amount certificates ("Certificates") have no
voting rights, and, therefore, Registrant does not contemplate any
annual or other regular meeting for Certificate holders.
(d) Frequency, nature and scope of regular reports proposed to be made
to each class of security holders.
As required by Section 30(a) of the Act, Registrant intends to
deliver an annual report to Certificate holders. Registrant also
may, from time to time, provide such other additional reports to
Certificate holders as it deems necessary or appropriate, which
reports may include the information set out in Registrant's
periodic reports filed with the Commission pursuant to the
Securities Exchange Act of 1934 ("Exchange Act").
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<PAGE>
ITEM 3. CONTROL
Furnish a list or diagram of all persons controlling, controlled by or
under common control with the registrant and indicate (1) the state or other
sovereign power under the laws of which each was organized, and (2) the
respective percentage of voting securities of each such person owned by each
other person named.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Company Organization and Operations" and
"Management - Atlantic Capital" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
ITEM 4. VOTING TRUSTS
If more than 10 percent of any class of voting securities of the
registrant are held subject to any voting trust or other similar agreement,
state the title of such securities, the amount held, and the duration of the
agreement. Give the names and addresses of the voting trustees and outline
briefly their voting rights and other powers under the agreement.
Not applicable.
BUSINESS AND POLICIES OF REGISTRANT
ITEM 5. BUSINESS
Briefly describe the business of the registrant and its subsidiaries and
the development thereof during the past five years. State, on the basis of
present intentions and existing conditions, any contemplated changes in the
character of or method of conducting the business. State briefly the general
character of any materially important assets of the registrant and its
subsidiaries other than investments in securities, mortgages and mortgage
loans and commodities and commodity contracts.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Company Organization and Operations" and
"Management - Atlantic Capital" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
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<PAGE>
ITEM 6. UNDERWRITING SECURITIES ISSUED BY OTHER PERSONS
(a) Summarize briefly any provision in the charter, other instrument of
organization or by-laws of registrant (other than the mere authorization to
buy and sell or otherwise deal in securities) which authorizes or restricts
the power of the registrant to act as underwriter of securities issued by
persons other than the registrant.
Not applicable.
(b) Describe briefly the policy of the registrant with respect to
acting as underwriter of securities issued by other persons.
Registrant has no intention of acting as underwriter of securities issued
by other persons; however, it may be deemed to be acting in such capacity
to the extent is resells privately placed securities that it may acquire
from time to time.
(c) State the name and address of each issuer for which the registrant
has acted as underwriter during the last fiscal year. Identify all such
issuers affiliated with the registrant and state the nature of the
affiliation.
Not applicable.
(d) For each issuer named under (c) state the title of each issue
underwritten and the approximate amount thereof distributed during the last
fiscal year.
Not applicable.
(e) Describe briefly any liability assumed by the registrant in its
capacity as underwriter other than that ordinarily attaching to the
relationship of underwriter and issuer.
Not applicable.
ITEM 7. CONCENTRATION OF INVESTMENTS IN PARTICULAR INDUSTRIES
(a) Summarize briefly any provision in the charter, other instrument of
organization or by-laws of registrant which specifically requires or forbids
the registrant to concentrate its investments in a particular industry or
group of industries.
Not applicable.
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(b) Describe briefly the policy of the registrant with respect to
concentrating its investments in a particular industry or group of industries.
Registrant may invest without limitation in any particular industry or
group of industries, consistent with applicable law and its philosophy of
prudent investment management.
(c) Indicate the nature of any industry or group of industries in which
the registrant's investments were concentrated at the end of each of the last
three fiscal years covered by the financial statements filed herewith, and the
approximate percentage of assets of registrant represented by its investment
in each such industry or group of industries at the end of each year.
Not applicable.
ITEM 8. INVESTMENTS IN SECURITIES
(a) Describe briefly the policy of the registrant with respect to
investment in the following types of investments:
(1) Income producing securities
(A) United States Government Bonds
(B) Other bonds
(C) Preferred stocks
(D) Common stocks
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Investments" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
(2) Non-income producing securities
(A) Special situations
(B) Promotional enterprises
Registrant has no current intention of investing in non-income producing
securities.
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(3) Investments in particular companies
(A) Dependent upon management
(B) Dependent upon location
(C) Dependent upon product or service
Not applicable.
(4) Securities of other investment companies
Registrant may invest in securities of other investment companies,
consistent with applicable law.
(5) Other security investments (specify)
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Investments" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
(b) State, as of the close of each of the last five fiscal years, the
percentage of total assets represented by the registrant's investments under
each subdivision of (a)(1) and (a)(2) and under (a)(4) and (a)(5).
Not applicable.
(c) Summarize briefly any provision in the charter, other instrument of
organization or by-laws of registrant which restricts the power of the
registrant to invest in any type of investment listed under (a).
Not applicable.
(d) State whether registrant elects to treat any policy stated under
(a) as a fundamental policy for purposes of Sections 8(b)(2) and 13(a)(3) of
the Act.
Registrant does not intend to treat any policy stated under (a) as a
fundamental policy for purposes of Sections 8(b)(2) and 13(a)(13) of the
Act.
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<PAGE>
(e) If the registrant has acquired during its most recent fiscal year
or during the period of time since organization, whichever is shorter,
securities of its regular brokers or dealers as defined in rule 10b-1 under
the Act [17 CFR 270.10b-1], or their parents, identify those brokers or
dealers and state the value of the registrant's aggregate holdings of the
securities of each subject issuer as of the close of the registrant's most
recent fiscal year.
Not applicable.
ITEM 9. PURCHASE AND SALE OF REAL ESTATE (INCLUDING REAL ESTATE MORTGAGE LOANS)
(a) Summarize briefly any provision in the charter, other instrument of
organization or by-laws of the registrant which specifically authorizes or
restricts the power of the registrant to engage in the purchase and sale of
real estate and real estate mortgage loans.
Not applicable. BUT SEE GENERALLY Article Seventh of Registrant's
Articles of Incorporation, which grants to Registrant's Board of
Directors, subject to the requirements of applicable law, the power to
determine or cause to be determined the nature, quality, character, and
composition of the Registrant's portfolio of securities and investments,
and to delegate the same to an investment adviser.
(b) Describe the policy of the registrant and its majority-owned
subsidiaries with respect to the purchase and sale of real estate and real
estate mortgage loans.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Investments" and "Management - Atlantic
Capital" in the prospectus contained in Registrant's Form S-1
Registration Statement, which is being filed concurrently herewith, and
as Registrant may amend from time to time.
(c) State, as of the close of each of the last five fiscal years, the
percentage of total assets represented by the registrant's investments in each
of the following categories:
(1) Mortgage loans insured by the Federal Housing Administration.
(2) Other first mortgage loans.
(3) Second mortgage loans.
(4) Loans guaranteed under the Servicemen's Readjustment Act of
1944, as amended, authorized as qualified investments by Rule
N-28B-1.
(5) Other liens on real estate.
Not applicable.
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(d) Indicate the extent to which the registrant's mortgage loans are
secured by liens on real estate concentrated in any particular area.
Not applicable.
(e) Indicate, as of the date of the latest balance sheet filed
herewith, the approximate average size of the real estate mortgage loans owned
by the registrant.
Not applicable.
(f) State, as of the date of the latest balance sheet filed herewith,
the carrying value of any real estate acquired as a result of or in connection
with foreclosure proceedings or other disposition of mortgage loans and the
basis of computing such value. Indicate the extent to which such real estate
is concentrated in any particular area.
Not applicable.
ITEM 10. BORROWING MONEY
(a) Summarize briefly any provision in the charter, other instrument of
organization or by-laws of the registrant which specifically authorizes or
restricts the power of the registrant to borrow money.
Not applicable. BUT SEE Section 3.09 of Registrant's By-laws, which
provides that Registrant's Board of Directors, from time to time as it
may deem advisable, may establish limitations upon the borrowing of money
and pledging of assets by Registrant.
(b) Describe the policy of the registrant with respect to such
borrowings.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Investments Investment Practices" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
(c) State, as at the end of each quarter of each of the periods covered
by the financial statements filed herewith, the amount of such borrowings
outstanding, and describe to the extent practicable the reasons for the
registrant's borrowings during the three-year period.
Not applicable.
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<PAGE>
ITEM 11. PURCHASE AND SALE OF COMMODITIES AND COMMODITY CONTRACTS
(a) Summarize briefly any provision in the charter, other instrument of
organization or by-laws of registrant which specifically authorizes, or
restricts the power of, the registrant to engage in the purchase and sale of
commodities and commodity contracts.
Not applicable.
(b) Describe the policy of the registrant with respect to the purchase
and sale of commodities and commodity contracts.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Investments - Investment Practices" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
(c) Indicate the types of commodities and commodity contracts purchased
or sold, during the periods covered by the financial statements filed herewith
and the approximate dollar amounts of such commodities and commodity contracts
purchased and sold during each such period.
Not applicable.
ITEM 12. LOANS TO OTHER PERSONS
(a) Describe any provision in the charter, other instrument of
organization, or by-laws of the registrant which specifically authorizes, or
restricts the power of, the registrant to make loans to other persons.
Not applicable.
(b) Describe the policy of the registrant with respect to the making of
loans to other persons.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Investments Investment Practices" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
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<PAGE>
(c) Indicate, to the extent practicable, the persons to whom loans were
made by the registrant during each of the last three fiscal years, the amount
and life of each such loan, the amount thereof outstanding as of the date of
the latest balance sheet filed herewith, the rate of interest paid or charged
on the loan and the terms of repayment. Indicate the amount of any loss
sustained by the registrant, during each of the last three fiscal years, the
amount of the reserve maintained, and the nature and amount of any collateral
held by the registrant as security.
Not applicable.
13. PORTFOLIO TURNOVER
(a) Summarize briefly any provision in the charter, other instrument of
organization or by-laws of registrant which specifically restricts the
registrant's portfolio turnover.
Not applicable.
(b) Describe the policy of the registrant with respect to portfolio
turnover.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Investments Investment Practices" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
(c) Furnish the following information with respect to transactions by
the registrant in portfolio securities (exclusive of government securities)
for each of the periods covered by the financial statements filed herewith.
(1) Aggregate dollar amount of portfolio securities purchased.
(2) Aggregate dollar amount of the proceeds from portfolio
securities sold.
(3) The percentage of the dollar amount in (1) represented by the
dollar amount in (2).
Not applicable.
(d) Furnish, for the last fiscal year covered by the financial
statements filed herewith, the approximate aggregate brokerage commissions
paid by registrant to all brokers for effecting securities transactions for
the account of the registrant.
Not applicable.
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<PAGE>
ITEM 14. OTHER FUNDAMENTAL POLICIES
(a) Describe any other policy of the registrant which it deems a matter
of fundamental policy and elects to treat as such pursuant to Sections 8(b)(2)
and 13(a)(3) of the Act.
Not applicable.
(b) Describe the practice followed by the registrant during the last
fiscal year covered by the financial statements filed herewith with respect to
each of the matters, if any, described under (a).
Not applicable.
SECURITIES AUTHORIZED
ITEM 15. FACE-AMOUNT CERTIFICATES
For each series of authorized face-amount certificates of the
registrant furnish the following information:
<TABLE>
As of the date of this filing:
---------------------------------------------------------------------------------------------------------
<CAPTION>
Col. A. Col. B Col. C Col. D
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Title of the Face-amount Face-amount Gross payments by certificate holders
series authorized outstanding on certificates in default for the
maximum period and having no cash
surrender value
</TABLE>
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Certificates" in the prospectus contained
in Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time. As
of the date of this filing, Registrant has not issued any of the
Certificates described therein. Pursuant to Section 24(f) of the Act and
Rule 24f-2 thereunder, Registrant has registered an indefinite amount of
Certificates under the Securities Act of 1933.
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<PAGE>
ITEM 16. SECURITIES OTHER THAN FACE-AMOUNT CERTIFICATES
Furnish the following information as to each class of authorized
securities of the registrant other than face-amount certificates:
<TABLE>
As of the date of this filing:
-----------------------------------------------------------------------------------------------------
<CAPTION>
Col. A. Col. B Col. C Col. D
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Title of Amount Amount outstanding Amount in treasury
issue authorized (exclusive of amount held in
treasury)
</TABLE>
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Company Organization and Operations" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
DESCRIPTION OF SECURITIES
ITEM 17. DESCRIPTION OF FACE-AMOUNT CERTIFICATES
For each series of Face-Amount Certificates of the registrant set forth
under Item 15, furnish the following information:
(a) Title of series and date first issued.
Registrant has not issued any Certificates, pending the effectiveness of
its Form S-1 Registration Statement under the Securities Act of 1933
relating thereto.
(b) State (1) the methods and amounts of payments, (2) the number of
certificate years to maturity and (3) the provisions for payments after
maturity.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Certificates," "General Terms and
Conditions," and "How to Buy a Certificate" in the prospectus contained
in Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
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(c) Outline briefly any provision for changing the payment basis and
the mechanics by which such change is accomplished. State whether or not any
notice on the part of the certificate holder is required to initiate a change
in the payment basis.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Certificates" and "General Terms and
Conditions" in the prospectus contained in Registrant's Form S-1
Registration Statement, which is being filed concurrently herewith, and
as Registrant may amend from time to time.
(d) Describe briefly any provision or procedure with respect to
changing the anniversary and maturity dates and the effect thereof.
Not applicable.
(e) Outline briefly the provisions of the certificate with respect to
(1) cash surrender and loan values at anniversary dates, between anniversary
dates and immediately after a specified payment, including the basis of
computing the surrender charge, and (2) rate of and method of charging
interest on loans to certificate holders.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "General Terms and Conditions" and "Accessing
Your Account Value" in the prospectus contained in Registrant's Form S-1
Registration Statement, which is being filed concurrently herewith, and
as Registrant may amend from time to time.
(f) Outline briefly the lapse, reinstatement "paid-up," death and
disability, transfer and call provisions of the certificate. State whether or
not certificate values are improved during periods of delinquency and describe
briefly the provisions for making up payments in default. Indicate the
procedure followed in notifying certificate holders that payments are due and,
if none, so state.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Certificates," "General Terms and
Conditions" and "Account Transactions" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
(g) Describe briefly any provision for the making of advance payments
by the certificate holder and for the back-dating or pre-dating of certificate
payments. Indicate any restriction on the withdrawal of advance payments and
the extent to which interest is credited in the event of such withdrawal.
Describe any provision for applying advance payments on the certificate in the
event of default.
Not applicable.
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(h) Outline briefly any conversion or voting rights and provisions
restricting the declaration of dividends. If none, so state.
The Certificates have no conversion or voting rights, nor any right to
participate in any dividends that Registrant's Board of Directors may
declare in its sole discretion.
(i) Describe briefly any provision for additional credits or
participation in profits and state the basis of computation. Indicate any
restrictions thereon with respect to particular classes of certificates.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "General Terms and Conditions - Interest Rates"
in the prospectus contained in Registrant's Form S-1 Registration
Statement, which is being filed concurrently herewith, and as Registrant
may amend from time to time.
(j) Outline briefly provisions for optional settlements and state
whether the granting thereof is mandatory.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Certificates" in the prospectus contained
in Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
(k) Describe briefly contractual, regulatory and statutory provisions
and conditions with respect to the maintenance or reserves. Indicate the
nature of the reserves maintained and the assumed improvement rate used in the
computation thereof. If the obligation to improve any certificate reserve is
dependent upon earnings (other than as stated under (i)), outline briefly the
provisions applicable thereto.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Reserves" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
(l) State the character and ratio of qualified investments or other
assets required to be maintained. State whether the governing instruments
provide that certificate holders shall have a lien on such investments or
other assets and, if so, describe the kind and priority of such lien.
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<PAGE>
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Reserves" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
(m) State briefly contractual, regulatory and statutory provisions and
conditions relating to the deposit of assets required to be maintained. If the
release or release and substitution of assets is permitted, indicate the
principal provisions with respect thereto and state whether any notice is
required in connection therewith.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Reserves" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time.
(n) Outline briefly provisions for the deferment of any payment or
payments to certificate holders.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Accessing Your Account Value - Requesting a
Withdrawal" in the prospectus contained in Registrant's Form S-1
Registration Statement, which is being filed concurrently herewith, and
as Registrant may amend from time to time.
(o) Describe briefly any life or other insurance provisions.
Not applicable.
(p) Describe briefly any other material provisions of the certificates.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "General Terms and Conditions" in the prospectus
contained in Registrant's Form S-1 Registration Statement, which is being
filed concurrently herewith, and as Registrant may amend from time to
time.
ITEM 18. CAPITAL SHARES
For each class of capital shares of the registrant set forth under Item
16, furnish the following information:
(a) Title of the class, including the par value per share.
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Common stock, par value $0.01 per share.
(b) A brief outline of (1) dividend rights; (2) limitations in any
indentures, instruments defining the rights of certificate holders or other
instruments on the payment of dividends or sources from which dividends may be
declared or paid; (3) voting rights; (4) liquidation rights; (5) preemptive or
other subscription rights; (6) conversion rights; (7) redemption provision;
(8) liability to further call; and (9) transferability.
In response to paragraphs (1), (3) and (9) of this item, Registrant
hereby incorporates by reference Articles Fifth, Sixth, and Seventh of
its Articles of Incorporation, and Section 8.02 of its Bylaws, which
appear as Exhibits 3(i) and (ii), respectively, to Registrant's Form S-1
Registration Statement filed concurrently herewith, and as Registrant may
amend from time to time. In response to paragraph (4) of this item,
Registrant notes that Maryland law provides basically for the pro rata
distribution of Registrant's assets to its common stockholders upon its
dissolution. Paragraphs (2) and (5) through (8) of this Item are not
applicable.
(c) If any limitation on the declaration or payment of dividends on any
class of shares has been imposed by any governmental regulatory body and is
currently in effect, briefly describe the nature and grounds of such
limitation.
Not applicable, except to the extent Registrant, as a face-amount
certificate company, is subject to the requirements of Section 28(h) of
the Act.
(d) Submit a schedule indicating for a period of three fiscal years;
(2) the dividends paid per share; (2) the methods of payment, i.e., whether in
cash, stock or otherwise; (3) the name of each account charged and the dollar
amount per share at which such dividend was charged to each such account.
Not applicable.
ITEM 19. OTHER SECURITIES
Give the title of each class of securities of the registrant set
forth under Item 16, other than capital shares, and outline briefly the rights
evidenced thereby.
Not applicable.
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SECURITIES SOLD AND RELATED INFORMATION
ITEM 20. RECENT SALES OF UNREGISTERED SECURITIES
Furnish the following information as to all securities of the registrant
sold by the registrant within the past three years which were not registered
under the Securities Act of 1933.
(a) Date of sale and title and amount of securities sold.
(b) As to any securities sold privately, give the name of the persons
to whom sold (or if that be impracticable, give the approximate number of such
persons). As to any securities sold publicly, give the names of the principal
underwriters, if any.
(c) As to securities sold for cash, state the aggregate offering price
to the public and the aggregate underwriting discounts or commissions. As to
any securities sold otherwise than for cash, state the nature of the
transaction and the nature and aggregate amount of consideration received by
the registrant.
(d) Indicate the section of the Act or the rule of the Commission under
which exemption from registration was claimed and state briefly the facts
relied upon to make the exemption available.
In response to this item, Registrant hereby incorporates by reference its
response to Item 15 of its Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time
to time.
ITEM 21. STATISTICAL HISTORY OF FACE-AMOUNT CERTIFICATES
Furnish the following information as to all face-amount certificates of
the installment type sold or otherwise issued during the past three fiscal
years.
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<PAGE>
<TABLE>
From...................to...................
<CAPTION>
Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H
Fiscal Fiscal Face Face Aggregate Aggregate Face Aggregate
year year amount amount payments amounts amount payment
of sale for of of by paid to of by
which certificates certificates certificate certificate certificates certificate
information sold included holders holders included holders
in in on upon in on
succeeding Col. C certificates termination Col. C certificates
columns terminated included of in included
is other than in certificates default in
reported by Col. D included for Col. G
maturity from in maximum from
or date of Col. D period date of
call issuance and issuance
to having to
date of no close of
termination cash fiscal
surrender year
value at
close of
fiscal
year
<S> <C> <C> <C> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------
First
First Fiscal......................................................................................................
Year
Fiscal Second
Fiscal
Year Year xxxx ...............................................................................
Third
Fiscal
Year xxxx
-----------------------------------------------------------------------------------------------------------------------------
Total xxxx xxxx xxxx xxxx
=============================================================================================================================
Second
Second Fiscal
Year........................................................................................................
Fiscal
Third
Year Fiscal
Year xxxx
-----------------------------------------------------------------------------------------------------------------------------
Total xxxx xxxx xxxx xxxx
=============================================================================================================================
Third Third
Fiscal Fiscal
Year Year
- -----------------------------------------------------------------------------------------------------------------------------
Grand
Total xxxx
=============================================================================================================================
</TABLE>
Not applicable.
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ITEM 22. DISTRIBUTION SPREAD AND YIELD
For each series of face-amount certificates of the installment type
outstanding as of the date of the latest balance sheet filed herewith, and
assuming the certificate holder is not delinquent in making installment
payments, furnish the following information:
<TABLE>
-------------------------------------------------------------------------------------------------------------
<CAPTION>
Annually Semi-annually Quarterly Monthly
<S> <C> <C> <C> <C>
Installment Payment
Gross payments to maturity
Gross sales load
Maturity value
Yield to maturity (interest compounded annually)
Certificate year in which cash surrender
value equals amount paid in by certificate holder
-------------------------------------------------------------------------------------------------------------
</TABLE>
Not applicable.
ITEM 23. TABLE OF PAYMENTS, SURRENDER VALUES, ETC.
For each series of face-amount certificates of the installment type
referred to in Item 22 furnish the following information for each certificate
year:
(a) Certificate year
(b) Gross payment
(c) Accumulated gross payments
(d) Call value
(e) Load
(f) Amount of payment credited to reserve
(g) Annual accretion
(h) Total reserve at end of certificate year
(i) Surrender charge
(j) Cash surrender value
Not applicable.
DISTRIBUTION OF SECURITIES
ITEM 24. GEOGRAPHICAL DISTRIBUTION AND STATE DEPOSITS
(a) Furnish the names of the states in which sales of the registrant's
securities (1) are currently being made, (2) are presently proposed to be
made, and (3) have been discontinued, indicating by appropriate symbols the
status with respect to each state. Designate by a separate symbol those states
19
<PAGE>
in which the registrant is required to maintain assets on deposit in respect
of its liabilities under certificates issued to or held by residents of such
states.
(1) None
(2) Registrant intends to offer its Certificates for sale in all 50
states plus the District of Columbia.
(3) None.
(b) For each state in which the registrant is required to maintain
assets on deposit in respect of its liabilities under certificates issued to
or held by residents of such state, indicate the general requirements of the
governing statute, order, regulation, requirement or deposit agreement and
identify the depositary. State briefly the basis of determining the amount of
the required deposit and indicate whether it is less than, equal to, or
greater than the cash surrender value. If the assets on deposit, other than
cash, do not consist of "qualified investments" as defined in Section 28(b) of
the Act, so state and indicate briefly the nature of such assets.
Not applicable.
(c) If the registrant has more than one series of face-amount
certificates outstanding, designate any state reported under (b) in which the
assets on deposit are segregated as to series. If none, so state.
None.
ITEM 25. RESTRICTION OF AUTHORITY TO DISTRIBUTE SECURITIES
Furnish the following information with respect to each instance
where, during the past three years, any federal or state governmental officer,
agency or regulatory body denied, revoked, suspended or otherwise restricted
authority to distribute securities of the registrant, excluding denials which
were merely a procedural step prior to any determination by such officer,
etc., and which denial was subsequently rescinded.
(a) Name of officer, agency or body.
(b) Date of denial, revocation, suspension or other restriction.
(c) Brief statement of the reasons given for the action taken.
Not applicable.
20
<PAGE>
ITEM 26. METHOD OF DISTRIBUTION AND UNDERWRITING AGREEMENTS
(a) Furnish a general description of the method of distribution of
securities of the registrant and state the name and address of each principal
underwriter currently offering securities of the registrant.
Registrant intends to offer its face-amount certificates through its
directors, officers, and employees in reliance on the Commission's Rule
3a4-1 under the Exchange Act, as well as through broker-dealers
registered as such with the Commission. It does not currently intend to
utilize any principal underwriter to distribute its certificates.
(b) Outline briefly the material provisions of any current selling
agreement between each principal underwriter and the registrant and, if not
included therein, the amount and method of determining all underwriting
discounts and commissions. Identify each principal underwriter affiliated with
the registrant and state the nature of the affiliation.
Not applicable. SEE Registrant's response to paragraph (a) of this item,
above, which is incorporated herein by reference.
(c) Describe briefly any liability assumed by a principal underwriter
other than that ordinarily attaching to the relationship of underwriter and
issuer.
Not applicable. SEE Registrant's response to paragraph (a) of this item,
above.
(d) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, managers, salesmen, etc., with
respect to commissions and overriding commissions, territories, franchises,
qualifications and revocations.
Not applicable. SEE Registrant's response to paragraph (a) of this item,
above, which is incorporated herein by reference.
ITEM 27. GENERAL INFORMATION REGARDING PRINCIPAL UNDERWRITERS
(a) Describe briefly the general character of the business engaged in
by each principal underwriter currently distributing securities of the
registrant, including a statement as to any materially important business
other than the distribution of securities of the registrant. If a principal
underwriter acts, or has acted within the past five years, in any capacity
with respect to any investment company or companies other than the registrant,
state the name or names of such company or companies, their relationship, if
any, to the registrant and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date of and
the circumstances surrounding such cessation.
21
<PAGE>
Not applicable. SEE Registrant's response to Item 26(a), above, which is
incorporated herein by reference.
(b) State whether or not any principal underwriter currently
distributing securities of the registrant is a member of the National
Association of Securities Dealers, Inc.
Not applicable. SEE Registrant's response to Item 26(a), above, which is
incorporated herein by reference.
(c) Furnish as at the latest practicable date the address of each
regional or principal branch office of each principal underwriter currently
distributing securities of the registrant, the territory covered by such
office, and the name and residence address of the person in charge of such
office.
Not applicable. SEE Registrant's response to Item 26(a), above, which is
incorporated herein by reference.
(d) State the number of individual salesmen of each principal
underwriter through whom any of the securities of the registrant were
distributed for the last fiscal year of the registrant and furnish the
aggregate amount of compensation received by such salesmen in such year.
Not applicable. SEE Registrant's response to Item 26(a), above, which is
incorporated herein by reference.
ITEM 28. COMPENSATION OF PRINCIPAL UNDERWRITERS
Furnish the following information with respect to all fees, etc.,
received, directly or indirectly, by each principal underwriter of the
registrant from the sale of securities of the registrant and any other
functions exercised by such underwriter with respect to the registrant, during
each of the last three fiscal years of the registrant.
<TABLE>
Name of Principal Underwriter
<CAPTION>
A B C D E F G H I
Year Amount Amount Amount Amount Amount Amount Amount Aggregate
of of of of of of of amount
sales collection management brokerage fees fees other of
load fees or commissions received received fees, load,
received received investment received on for etc., fees,
advisory sale servicing received etc.,
fees or and (specify) received
received purchase supervising
(excluding of mortgage
mortgage mortgages loan
loan portfolio
portfolio)
<C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
22
<PAGE>
Not applicable. SEE Registrant's response to Item 26(a), above, which is
incorporated herein by reference.
INVESTMENT ADVISER, DEPOSITARY
AND OTHERS
ITEM 29. INVESTMENT ADVISERS AND AGREEMENTS THEREWITH
(a) Outline briefly the material provisions of any investment advisory
agreement currently in effect between each investment adviser and the
registrant, and, if not included therein, the basis upon which the investment
adviser is compensated.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Management Investment Adviser" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
(b) Furnish the following information with respect to the amount of
compensation paid by the registrant or any investment adviser of the
registrant to any person for services as an investment adviser of the
registrant, during the registrant's most recently ended fiscal year:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Name of investment adviser Amount of aggregate compensation By whom compensation paid
-------------------------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>
Not applicable.
(c) If any material change has been made in the basis of computing the
compensation to any investment adviser during the period covered by the
financial statements filed herewith, indicate briefly the effect thereof.
Not applicable.
23
<PAGE>
ITEM 30. PURCHASE AND SERVICING OF MORTGAGE LOANS
(a) Outline briefly the material provisions of any agreement currently
in effect for the purchase, sale or servicing of mortgage loans for the
registrant, including the basis or bases of compensation.
Not applicable.
(b) Furnish the following information with respect to the amount of
compensation paid to any person for the purchase, sale or servicing of
mortgage loans during the registrant's most recently ended fiscal year where
such compensation exceeded 10% of the aggregate compensation paid by the
registrant for such services during that period. State also the aggregate
amount paid to all persons for such services during such period.
<TABLE>
<CAPTION>
Name and address Amount of fees received Amount of fees received
of recipient on purchase or sale of for servicing and
mortgage loans supervising mortgage
loan portfolio
<S> <C> <C>
</TABLE>
Not applicable.
ITEM 31. DEPOSITARIES
Furnish the following information as to each depositary of the
registrant:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the
depositary was organized.
(d) Name of governmental supervising or examining authority.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Reserves" in the prospectus contained in
Registrant's Form S-1 Registration Statement, which is being filed
concurrently herewith, and as Registrant may amend from time to time. In
further response to this item, Registrant hereby incorporates by
reference the Custody Agreement filed as Exhibit 10(b) to in Registrant's
Form S-1 Registration Statement, which is being filed concurrently
herewith, and as Registrant may amend from time to time.
24
<PAGE>
ITEM 32. DEPOSIT AGREEMENTS
(a) State the basis for payment of fees or expenses of the depositary
for services rendered with respect to the registrant and its securities and
the aggregate amount thereof for the last fiscal year. If any fees or expenses
are prepaid, state the unearned amount.
SEE Registrant's response to Item 31 above, which is incorporated herein
by reference.
(b) State whether the depositary, or any other person, has or may
create a lien on the assets of the registrant, and, if so, give full
particulars, outlining the substance of the provisions of any indenture or
agreement with respect thereto.
In response to this item, Registrant hereby incorporates by reference the
Custody Agreement filed as Exhibit 10(b) to Registrant's Form S-1
Registration Statement, which is being filed concurrently herewith, and
as Registrant may amend from time to time.
(c) If the registrant has more than one series of face-amount
certificates outstanding, state whether the assets held by the depositary are
segregated as to series.
Not applicable.
(d) Describe briefly the provisions of the deposit agreement with
respect to the following:
(1) Amendments to the agreement.
(2) The extension or termination of the agreement.
(3) The submission of reports and certificates to the depositary as to
the reserve requirements and valuation of assets in connection with the
maintenance of assets, including the frequency thereof and the persons
certifying. Furnish similar information with respect to the deposit and
withdrawal of assets.
(4) Limitations on the liability of the depositary.
(5) The removal or resignation of the depositary or the failure of the
depositary to perform its duties, obligations and functions.
(6) The appointment of a successor depositary.
25
<PAGE>
In response to paragraphs (a) through (d) of this item, Registrant hereby
incorporates the Custody Agreement filed as Exhibit 10(b) to Registrant's
Form S-1 Registration Statement, which is being filed concurrently
herewith, and as Registrant may amend from time to time.
ITEM 33. INSURANCE OF HOLDERS OF FACE-AMOUNT CERTIFICATES
Furnish the following with respect to insurance of holders of face-amount
certificates of the registrant:
(a) The name and address of the insurance company.
(b) The types of policies and whether individual or group policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
(f) The terms and method of cancellation and of reinstatement.
(g) The method of determining the amount of premiums to be paid by
holders of certificates and the method provided for payment
thereof.
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
(i) State whether any person other than the insurance company receives
any part of such premiums, the name of each such person and the
amounts involved, and the nature of the services rendered therefor.
(j) The substance of any other material provisions of any agreement of
the registrant relating to insurance of holders of face-amount
certificates issued by the registrant.
Items 32(a) through (j) are not applicable.
26
<PAGE>
MANAGEMENT PERSONNEL, COMPENSATION
AND SECURITY HOLDERS
ITEM 34. DIRECTORS, OFFICERS AND ADVISORY BOARD MEMBERS
(a) List the names and complete mailing addresses of all directors,
executive officers and advisory board members of the registrant and indicate
all positions and offices held by each person named.
<TABLE>
<CAPTION>
Name Complete mailing address Office
<S> <C> <C>
</TABLE>
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Company Directors and Officers" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
(b) Describe briefly the business experience during the past five years
of each person named under paragraph (a). Include the present principal
occupation or employment of each such person, if other than with the
registrant, and the name and character of the business of the corporation or
other organization, if any, in which such occupation or employment is carried
on.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "The Company - Directors and Officers" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
ITEM 35. INDEMNIFICATION OF DIRECTORS, OFFICERS, INVESTMENT
ADVISERS AND PRINCIPAL UNDERWRITERS
Describe any arrangement under which any director, officer, investment
adviser or principal underwriter of the registrant is insured or indemnified
in any manner against any liability which he may incur in his or its capacity
as director, officer, investment adviser or principal underwriter.
In response to this item, Registrant hereby incorporates by reference its
response to Item 14 of its Form S-1 Registration Statement, which is
being filed concurrently herewith, and as Registrant may amend from time
to time.
27
<PAGE>
ITEM 36. COMPENSATION OF DIRECTORS AND OFFICERS
(a) Furnish the following information, in substantially the tabular
form indicated, as to the aggregate compensation directly or indirectly paid
or set aside by the registrant and its subsidiaries to, or for the benefit of,
the following persons for services in all capacities while acting as directors
or officers of the registrant during its last fiscal year:
(1) Each person who was a director or member of the advisory board of
the registrant at any time during such fiscal year and whose aggregate
compensation, exclusive of pension, retirement and similar payments, exceeded
$25,000.
(2) Each person who was of the three highest-paid officers of the
registrant during such fiscal year and whose aggregate compensation, exclusive
of pension, retirement, and similar payments, exceeded $25,000.
(3) All persons, as a group, who were directors, advisory board members
or officers of the registrant at any time during such fiscal year.
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
Name of individual or Capacities in which Fees, salaries, Bonuses and shares Pension, retirement
identity of group compensation and commission in profits and similar payments
was received
<S> <C> <C> <C> <C>
</TABLE>
Not applicable.
(b) State the annual benefits estimated to be payable in the event of
retirement at normal retirement date to each individual named in answer to
paragraph (a)(1) or (2), pursuant to any pension or retirement plan.
Not applicable.
(c) Describe all transactions since the beginning of the last fiscal
year of the registrant in which any person who was a director, advisory board
member or officer of the registrant at any time during such period received
compensation, directly or indirectly, from the registrant or its subsidiaries
in the form of securities, options, warrants, rights, or other property, or
through the exercise or disposition thereof. As to options, warrants or rights
granted or extended give (1) the title and amount of securities called for;
(2) the prices, expiration dates, and other material provisions; (3) the
consideration received for the granting thereof; and (4) the market value of
the securities called for on the granting or extension date. As to options,
warrants or rights exercised, state (1) the title and amount of securities
purchased; (2) the purchase price; and (3) the market value of the securities
purchased on the date of purchase.
Not applicable.
28
<PAGE>
ITEM 37. COMPENSATION OF CERTAIN EMPLOYEES
Furnish the following information with respect to the remuneration for
services paid, directly or indirectly, by the registrant during its last
fiscal year to the following classes of persons (exclusive of those persons
covered by Item 38): (1) Sales managers, branch managers, district managers
and other persons supervising the sale of securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in a
supervisory capacity; (3) Economists, statisticians and research personnel;
(4) Administrative and clerical employees; and (5) Others (specify). If a
person is employed in more than one capacity, classify according to
predominant type of work.
<TABLE>
<CAPTION>
Class of persons Number in class Aggregate compensation
<S> <C> <C>
</TABLE>
Not applicable.
ITEM 38. COMPENSATION TO OTHER PERSONS
Furnish the following information with respect to the aggregate
compensation for services in whatever capacity paid, directly or indirectly,
by the registrant and any of its subsidiaries to any person, (exclusive of
directors, advisory board members, officers or employees of the registrant or
its subsidiaries) whose aggregate compensation from the registrant and its
subsidiaries exceeded $25,000 during the last fiscal year of the registrant.
<TABLE>
<CAPTION>
Capacity in
which Compensation Name of each Company Amount of Compensation
Name of Person was Received paying Compensation paid by each such Company
<S> <C> <C> <C>
</TABLE>
Not applicable.
ITEM 39. SECURITIES OWNED BY AFFILIATED PERSONS
Furnish the following information, in substantially the tabular form
indicated, as to all securities of the registrant owned as of a specified date
within 90 days prior to the date of filing by each affiliated person of the
registrant.
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name and address Title of Class Type of Ownership Amount Owned Percent of Class
<S> <C> <C> <C> <C>
</TABLE>
Not applicable.
29
<PAGE>
ITEM 40. OPTIONS, WARRANTS, AND RIGHTS
Furnish the following information as to any options, warrants or rights
outstanding or presently to be granted to purchase securities of the
registrant or any of its subsidiaries from the registrant or any of its
subsidiaries--
(a) The title and amount of securities called for by the options,
warrants, or rights.
(b) A brief outline of the prices, expiration dates, and other material
conditions on which the options, warrants, or rights may be exercised.
(c) The amount called for by the options, warrants or rights held or to
be held by each affiliated person of the registrant.
(d) The name and address of each person who holds or is to hold
options, warrants, or rights calling for 5 percent or more of the amount
called for by each class of such options, warrants, or rights and the amount
called for by the options, warrants, or rights held by each such person.
(e) For each class of options, warrants, or rights granted within two
years, the consideration received for the granting thereof.
Items 40(a) through (e) are not applicable.
ITEM 41. INTEREST OF AFFILIATED PERSONS IN CERTAIN TRANSACTIONS
(a) Describe briefly any material interest, direct or indirect, of any
affiliated person in any material transactions during the last three years, or
in any material proposed transactions, to which the registrant or any of its
subsidiaries and any one or more of such persons were or are to be parties.
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Management Related Party Transactions" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
(b) If any such transaction involved or is to involve the purchase or
sale of property by or to the registrant or any of its subsidiaries, otherwise
than in the ordinary course of business, state the cost of the property to the
purchaser and the cost thereof to the seller if acquired by the seller within
two years prior to the transaction.
30
<PAGE>
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Management - Related Party Transactions" in the
prospectus contained in Registrant's Form S-1 Registration Statement,
which is being filed concurrently herewith, and as Registrant may amend
from time to time.
ITEM 42. PENDING LEGAL PROCEEDINGS
Briefly describe any material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the
registrant or any of its subsidiaries is a party or of which any of their
property is the subject. Include the name of the court in which the
proceedings were instituted, the date instituted and the principal parties
thereto. Include similar information as to any such proceedings known to be
contemplated by governmental authorities.
Not applicable.
ITEM 43. FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of the
registration statement.
(a) Financial statements
In response to this item, Registrant hereby incorporates by reference the
disclosure set out under "Financial Statements" in the prospectus
contained in Registrant's Form S-1 Registration Statement, which is being
filed concurrently herewith, and as Registrant may amend from time to
time.
(b) Exhibits.
1. Articles of Incorporation, incorporated by reference to Exhibit
3(i) to Registrant's Form S-1 Registration statement, filed
concurrently herewith, and as Registrant may amend from time to
time.
2. By-laws, incorporated by reference to Exhibit 3(ii) to
Registrant's Form S-1 Registration statement, filed concurrently
herewith, and as Registrant may amend from time to time.
3. Not applicable.
31
<PAGE>
4. Forms of Certificates, incorporated by reference to Exhibit 4(a)
to Registrant's Form S-1 Registration statement, filed
concurrently herewith, and as Registrant may amend from time to
time. SEE ALSO Exhibit 10(b) below.
5. Not applicable.
6. Form N-8B-4 does not contain an Exhibit 6.
7. Not applicable.
8. Not applicable.
9. Not applicable.
10.(a) Not applicable.
10.(b) Form of application, incorporated by reference to Exhibit 4(b) to
Registrant's Form S- 1 Registration statement, filed concurrently
herewith, and as Registrant may amend from time to time.
10.(c) Not applicable.
10.(d) Not applicable.
11. Form of Custody Agreement, incorporated by reference to Exhibit
10(b) to Registrant's Form S-1 Registration statement, filed
concurrently herewith, and as Registrant may amend from time to
time.
12. Form of Investment Advisory Agreement, incorporated by reference
to Exhibit 10(a) to Registrant's Form S-1 Registration statement,
filed concurrently herewith, and as Registrant may amend from time
to time.
13. Not applicable.
14. Not applicable, except insofar as Exhibits 1, 2, and 12 hereto may
be deemed responsive.
15. Registrant has not been required to file periodic reports prior to
the filing of this Registration Statement.
16. Not applicable.
17. Not applicable.
18. Not applicable.
32
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant, 1st Atlantic Guaranty Corporation, a corporation organized and
existing under the laws of Maryland, has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the city
of Bethesdaand State of Maryland, on the 1st day of December 1997.
1ST ATLANTIC GUARANTY CORPORATION
(Registrant)
BY:/s/JOHN J. LAWBAUGH
-------------------
John J. Lawbaugh
President
Attest: /s/BRIAN P. SMITH
-----------------
Brian P. Smith
Secretary
33
