<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One) /X/ Annual Report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
for fiscal year ended December 31, 1999
or
/ / Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the transaction period from __________to ___________
Commission File Number: 033-73748
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FUND AMERICA INVESTORS CORPORATION II
(IN RESPECT OF PASS-THROUGH CERTIFICATES, SERIES 1998-A)
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(Exact name of registrant as specified in its charter)
DELAWARE 04-6866293
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6400 S. FIDDLER'S GREEN CIRCLE,
SUITE 1200B, ENGLEWOOD, COLORADO 80111
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(Address of Principal Executive Offices) Zip Code
(303) 290-6025
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Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes / / No /X/
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the 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. [ ]
Not Applicable.
Aggregate market value of voting stock held by non-affiliates of the registrant
as of December 31, 1999.
Not Applicable.
Number of shares of common stock outstanding as of December 31, 1999.
Not Applicable.
<PAGE>
Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
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<PAGE>
FUND AMERICA INVESTORS CORPORATION II
PASS-THROUGH CERTIFICATES, SERIES 1998-A
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FORM 10-K
INDEX
<TABLE>
<CAPTION>
PAGE
PART I.
<S> <C>
Item 1. Business...................................................................................... 4
Item 2. Properties.................................................................................... 4
Item 3. Legal Proceedings............................................................................. 4
Item 4. Submission of Matters to a Vote of Security Holders........................................... 4
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......................... 5
Item 6. Selected Financial Data....................................................................... 5
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 5
Item 8. Financial Statements and Supplementary Data................................................... 5
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.......... 5
PART III.
Item 10. Directors and Executive Officers of the Registrant........................................... 5
Item 11. Executive Compensation....................................................................... 5
Item 12. Security Ownership of Certain Beneficial Owners and Management............................... 5
Item 13. Certain Relationships and Related Transactions............................................... 5
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................. 5
Supplemental Information to be Furnished with Reports Filed Pursuant
to Section 15(d) of the Securities Exchange Act of 1934 of Registrants
Which Have Not Registered Securities Pursuant to Section 12 of such Act............................ 6
SIGNATURES.................................................................................................. 7
INDEX OF EXHIBITS........................................................................................... 8
</TABLE>
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<PAGE>
PART I
Item 1. BUSINESS
This Annual Report is being filed by State Street Bank and Trust Company, solely
in its capacity as Trustee (in such capacity, the Trustee) under the Pooling
Agreement dated as of April 1, 1998 (the "Pooling Agreement") between Fund
America Investors Corporation II, as Seller ("Registrant") and State Street Bank
and Trust Company, as Trustee, pursuant to which Pooling Agreement the
Registrant's Pass-Through Certificates, Series 1998-A (the "Certificates") were
issued. Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Pooling Agreement.
Certain of the information requested by this item is not applicable as the only
business of the Trust Fund formed under the Pooling Agreement is the receipt of
distributions from a portion of (i) one class of Guaranteed REMIC Pass-Through
Certificates issued by Fannie Mae, formerly known as the Federal National
Mortgage Association ("Fannie Mae"), representing beneficial ownership interest
in a separate trust established by Fannie Mae (the "Pooled Fannie Mae
Certificate"), (ii) two class of certificates issued by Freddie Mac, formerly
known as the Federal Home Loan Mortgage Corporation ("Freddie Mac"), as part of
separate series of such certificates, including one class of Payment Exchange
Certificates and one class of Multiclass REMIC Certificates (the "Pooled Freddie
Mac Certificates", and together with the Pooled Fannie Mae Certificate, the
"Pooled Agency Certificates"), (iii) a single class of collateralized mortgage
obligations, Series 1993-A, issued by the Fund America Investors Trust I (the
"Pooled Non-Agency Certificate," and together with the Pooled Agency
Certificates, the "Pooled Certificates"), and (iv) certain United States
Treasury Securities (the "Treasury Securities", and together with the Pooled
Certificates, the "Underlying Certificates"), which portion of the Underlying
Certificates are the only assets of the Trust.
The information contained in this Annual Report on Form 10-K has been or is
based on information supplied to the Trustee by third parties without
independent review or investigation by the Trustee and no representation or
warranty of any kind is made by the Trustee with respect to such information.
As used in this Annual Report on Form 10-K, "Not Applicable" or "not applicable"
means that the response to the referenced item is omitted in reliance on the
procedures outlined in numerous no-action letters issued by the Commission's
Staff with respect to certificates substantially similar to the Certificates.
Item 2. PROPERTIES
Information regarding the assets of the Trust has been set forth in the
Prospectus and Prospectus Supplement relating to the Certificates and filed with
the Commission.
Item 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings involving either
of (i) the Trust (including the Underlying Certificates) or (ii) with respect to
the Certificates or the Trust, the Registrant or the Trustee, other than
ordinary routine litigation, if any, incidental to the Trustee's or the
Registrant's duties under the Pooling Agreement and not material when taken as a
whole.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
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<PAGE>
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Presently, there is no established trading market for the Certificates known to
the Registrant. As of January 28, 2000 there is one (1) registered holder of all
Classes of the Certificates, including direct participants of the Depository
Trust Company ("DTC") but excluding Cede & Co., DTC's nominee. The computation
of the number of holders is based upon the number of individual participants in
a security position listings.
Item 6. SELECTED FINANCIAL DATA
Not Applicable.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Not Applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Trust or the
Certificates.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable.
Item 11. EXECUTIVE COMPENSATION
Not Applicable.
PART III
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item with respect to the security ownership of
certain beneficial owners of the Certificates is annexed hereto as Exhibit 99.1.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
Not Applicable.
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<PAGE>
(a)(2) FINANCIAL STATEMENT SCHEDULES
Not Applicable.
(a)(3) EXHIBITS
Unless otherwise indicated, the following exhibits required by Item
601 of Regulation S-K and previously furnished to the Commission as
exhibits to a Report on Form 8-K, are incorporated into this Form
10-K by reference:
4. Pooling Agreement dated as of April 1, 1998, by and
between Fund America Investors Corporation II, as
Seller, and State Street Bank and Trust Company, as
Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
99.2* Aggregate Data With Respect to Distributions on the
Certificates.
(b) The following Reports on Form 8-K were filed with the
Commission by or on behalf of the Registrant with respect to
the Certificates during the last quarter of the period covered
by this report:
Report on Form 8-K dated October 26, 1999, reporting items 5 and 7.
Report on Form 8-K dated November 26, 1999, reporting items 5 and 7.
Report on Form 8-K dated December 26, 1999, reporting items 5 and 7.
(c) Information aggregating certain data information reported to
Certificateholders with respect to distributions on their
Certificates made in 1999 is set forth in Exhibit 99.2 annexed
hereto.
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* Filed herewith
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.
The Registrant has not sent an annual report or proxy material to the holders of
its Certificates. The Registrant will not be sending an annual report or proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FUND AMERICA INVESTORS CORPORATION
II (In Respect of its PASS-THROUGH
CERTIFICATES, SERIES 1998-A)
Dated: March 29, 2000 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of the
Trust Fund for the Registrant's
Pass-Through Certificates, Series 1998-A
and not individually
By: /s/Vaneta Bernard
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Vaneta Bernard, Assistant Vice President
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<PAGE>
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Security Ownership of Certain Beneficial Owners (with
original principal balances).
99.2 Aggregate Data With Respect to Distributions on the
Certificates Made in 1999.
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<PAGE>
EXHIBIT 99.1
PAGE 1 OF 1
FUND AMERICA INVESTORS CORPORATION II
PASS-THROUGH CERTIFICATES, SERIES 1998-A
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of January 28, 2000, the following persons were known to the Registrant to be
the registered beneficial owners of more than 5% of the aggregate fractional
undivided interest evidenced by each Class of the Certificates referenced below:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
---------- -------------------- ------------------------------ --------
<S> <C> <C> <C>
2A* Norwest Bank $36,873,851.00 100%
Minnesota, National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
</TABLE>
*As of January 28, 2000, the security ownership of the referenced class of
certificates was registered on the books and records of the Trustee to "Cede &
Co.", the Depository Trust Company's nominee. The beneficial ownership of such
class disclosed herein is based on a security positions listing of the
Depository Trust Company as of January 28, 2000.
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<PAGE>
[LOGO] STATE STREET
Serving Institutional Investors Worldwide
FUND AMERICA INVESTORS CORPORATION II
PASS-THROUGH CERTIFICATES
SERIES 1998-A
B265
ANNUAL REPORT TO CERTIFICATEHOLDERS FOR 1999:
<TABLE>
<CAPTION>
PAYMENT SUMMARY --------------------------
- ------------------------------------------------------------------------------------ Beginning
Pass-Through Interest Original Balance
Class CUSIP Rate Type Balance (January 1999)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1A 36076RCG6 N/A Variable 23,500,002.45 19,091,295.80
2A 36076RCH4 9.5840% Variable 36,873,851.76 21,612,760.80
- --------------------------------------------------------------------------------------------------------------
Totals: 60,373,854.21 40,704,056.60
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</TABLE>
<TABLE>
<CAPTION>
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- ------------------------------------------------------------------------- Ending
Distributable Distributable Total Balance
Certificate Principal Certificate Interest Payable (December 1999)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
830,944.89 101,481.37 0.00 0.00
9,656,583.67 1,450,999.73 11,107,583.40 11,956,177.13
- --------------------------------------------------------------------------------------------------------
10,487,528.56 1,552,481.10 11,107,583.40 11,956,177.13
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</TABLE>
<TABLE>
<CAPTION>
DISTRIBUTIONS PER CERTIFICATE
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Beginning Principal Interest Ending
Class Certificate Factor Distribution Distribution(1) Certificate Factor
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<S> <C> <C> <C> <C>
1A 0.812395481 35.35935333 4.31835572 0.000000000
2A 0.586127019 261.8816101 39.3503705 0.324245409
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</TABLE>
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For additional information or with questions, please contact:
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STATE STREET CORPORATE TRUST
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Bond Analyst: Dan Spillane (617)662-1266
Account Officer: Vaneta Bernard (617)622-1310
Web Address: http://corporatetrust.statestreet.com
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(1) represents net payment per certificate
DISCLAIMER NOTICE:THIS REPORT HAS BEEN PREPARED BY OR BASED ON INFORMATION
FURNISHED TO STATE STREET BANK AND TRUST COMPANY ("STATE STREET") BY ONE OR MORE
THIRD PARTIES (E.G.,SERVICER, MASTER SERVICER, ETC.).STATE STREET SHALL not have
and does not undertake responsibility for the accuracy or completeness of
information provided by such third parties, and makes no representations or
warranties with respect to the accuracy or completeness thereof or the
sufficiency thereof for any particular purpose. State Street has not
independently verified information received from third parties, and shall have
no liability for any inaccuracies therein or caused thereby.
<PAGE>
[LOGO] STATE STREET
Serving Institutional Investors Worldwide
FUND AMERICA INVESTORS CORPORATION II
PASS-THROUGH CERTIFICATES
SERIES 1998-A
B265
REPORT TO CERTIFICATEHOLDERS FOR PAYMENT DATE: DECEMBER 28, 1999
<TABLE>
<CAPTION>
COLLATERAL LEVEL DETAIL
- ------------------------------------------------------------------------------------------------------------------------------------
Backing Beginning Principal Interest Losses Balance Ending
Class Pooled Certificate Balance Distribution Distribution Allocated Adjustments Balance
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1A Pooled Freddie Mac G063 Class A** 0.00 0.00 0.00 0.00 - 0.00
1A Pooled Fannie Mae 1994-6 Class F 0.00 0.00 0.00 0.00 - 0.00
2A Pooled Freddie Mac G063 Class A** 7,121,136.75 0.00 63,569.14 0.00 0.00 7,121,136.75
2A Pooled Fannie Mae 1994-6 Class F 8,836,141.86 139,469.44 33,111.04 0.00 0.00 8,696,672.42
2A Pooled Freddie Mac 2043 Class B 0.80 0.00 0.00 0.00 0.00 0.80
(Z Certif.)
2A FAIT 1993-2 Class A-1 1,569,026.03 9,522.35 0.00 0.00 0.00 1,559,503.68
2A Treasury Security Cusip 912820AZ0 1,200,000.00 0.00 0.00 0.00 0.00 1,200,000.00
2A Treasury Security Cusip 912833BZ2 0.00 0.00 0.00 0.00 0.00 0.00
2A Treasury Security Cusip 912833CF5 500,000.00 0.00 0.00 0.00 0.00 500,000.00
- ------------------------------------------------------------------------------------------------------------------------------------
Totals: 12,105,168.69 148,991.79 96,680.18 0.00 - 11,956,176.90
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** Indicates a Notional Amount
</TABLE>
<TABLE>
OTHER INFORMATION
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<S> <C>
Available Distribution Amount for Class 1A -
Available Distribution Amount for Class 2A 245,671.97
Pooled Non-Agency Re-Allocation Amount:
Current Period 0.00
Aggregate 0.00
Trustee Fee 252.19
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</TABLE>
