SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported) September 15, 1995
The Ziegler Companies, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-10854 39-114883
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
215 North Main Street, West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 334-5521
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of __ Pages
Index to Exhibits is on Page 4
<PAGE>
Item 5. Other Information
(a) Terms Agreement Relating to Ziegler Collateralized Securities,
Inc. Series 6 Collateralized Bonds Guaranteed by the Registrant. Ziegler
Collateralized Securities, Inc., a Wisconsin corporation ("ZCSI") and the
issuer of collateralized bonds in series ("Collateralized Bonds") pursuant
to a Form S-3 Registration Statement (Reg. No. 33-42723) filed with the
Securities and Exchange Commission on November 19, 1991, as amended (the
"Registration Statement"), and the Registrant, as guarantor of the
Collateralized Bonds have entered into a Terms Agreement with B.C. Ziegler
and Company in connection with the offering of Collateralized Bonds Series
6 (the "Series 6 Bonds"). The Terms Agreement is an appendix to the
Underwriting Agreement, dated as of December 1, 1991, among ZCSI, the
Registrant and B.C. Ziegler and Company and is filed herewith as Exhibit
(1.1).
(b) Eighth Supplemental Indenture. ZCSI and the Registrant have
entered into an Eighth Supplemental Indenture with M&I First National Bank
of West Bend, Wisconsin, as Trustee, in connection with the offering of
the Series 6 Bonds in the form filed herewith as Exhibit (4.1).
Item 7. Information and Exhibits
(c) Exhibits
(1.1) Terms Agreement (Series 6) dated as of September 15, 1995
among the Registrant, ZCSI and B.C. Ziegler and Company.
(4.1) Eighth Supplemental Indenture, dated as of September 1, 1995
among the Registrant, ZCSI and M&I First National Bank, West
Bend, Wisconsin, as trustee.
The above exhibits are filed in connection with the offering of
Collateralized Bonds Series 6. The reports of the Registrant filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated into the Registration Statement by reference. ZCSI is exempt
from the periodic filing requirements of the Exchange Act pursuant to
Section 12(h) thereof.
<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 hereunto duly authorized.
Dated: September 27, 1995.
THE ZIEGLER COMPANIES, INC.
("Registrant")
By: /s/ Peter D. Ziegler
Peter D. Ziegler, President
<PAGE>
Exhibit Index
Exhibit Page
(1.1) Terms Agreement (Series 6) dated as of September 15,
1995 among the Registrant, ZCSI and B.C. Ziegler and
Company. 5
(4.1) Eighth Supplemental Indenture, dated as of
September 1, 1995 among the Registrant, ZCSI and M&I
First National Bank, West Bend, Wisconsin, as
trustee. 7
COLLATERALIZED BONDS
OF
ZIEGLER COLLATERALIZED SECURITIES, INC.
TERMS AGREEMENT
Dated: September 15, 1995
To: Ziegler Collateralized Securities, Inc.
Re: Underwriting Agreement dated December 1, 1991, as amended
("Agreement")
Series Designation: Series 6
Terms of the Bonds and Underwriting Compensation:
Original
Stated Principal
Maturity Amount Interest Rate Price Public/1
September 1, 1996 $1,400,000 6.00% $1,400,000
March 1, 1997 $ 795,000 6.25% $ 795,000
September 1, 1997 $ 795,000 6.25% $ 795,000
March 1, 1998 $ 810,000 6.50% $ 810,000
September 1, 1998 $ 810,000 6.50% $ 810,000
March 1, 1999 $ 808,000 6.75% $ 808,000
September 1, 1999 $ 807,000 6.75% $ 807,000
March 1, 2000 $ 433,000 7.00% $ 433,000
September 1, 2000 $ 432,000 7.00% $ 432,000
March 1, 2001 $ 110,000 7.00% $ 110,000
1 Plus accrued interest from September 1, 1995.
Collateral: The Pooled Assets as described in Appendix A hereto.
Interest Payment Date: March 1 and September 1, commencing March 1,
1996.
Purchase Price: The purchase price payable by the Underwriter for the
Bonds covered by this Agreement will be 97.50% of the
principal amount to be issued ("Purchase Price").
Rating: The Bonds will be rated BBB by Duff & Phelps, Inc.
Closing Date and Location: September 19, 1995 ("Closing Date") at the
Offices of M&I First National Bank, West
Bend, Wisconsin.
The Appendix hereto is incorporated herein by reference and made
a part hereof.
B.C. ZIEGLER AND COMPANY
By:/s/ Peter D. Ziegler
Peter D. Ziegler, President
Accepted:
ZIEGLER COLLATERALIZED SECURITIES, INC.
By:/s/ Lynn R. Van Horn
Lynn R. Van Horn, President
THE ZIEGLER COMPANIES, INC.
By:/s/ Peter D. Ziegler
Peter D. Ziegler, President
ZIEGLER COLLATERALIZED SECURITIES, INC.,
Issuer
and
M&I FIRST NATIONAL BANK,
Trustee
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 1995
to
INDENTURE
Dated as of December 1, 1991, as amended
CREATING $7,200,000 PRINCIPAL AMOUNT
COLLATERALIZED BONDS, SERIES 6
<PAGE>
EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 1, 1995, between
ZIEGLER COLLATERALIZED SECURITIES, INC., a Wisconsin corporation (together
with its successors as provided in the Indenture referred to below, the
"Issuer"), and M&I FIRST NATIONAL BANK, a national banking association
with its principal office located in West Bend, Wisconsin (together with
its successor as provided in the Indenture referred to below, the
"Trustee"), as trustee under an Indenture dated as of December 1, 1991, as
amended (the "Indenture").
PRELIMINARY STATEMENT
Section 10.01 of the Indenture provides, among other things,
that the Issuer, when authorized by its Board of Directors, and the
Trustee may at any time and from time to time enter into an indenture
supplemental to the Indenture to authorize a new Series of Bonds, and to
specify certain terms of each such new Series of Bonds. The Board of
Directors of the Issuer has duly authorized the execution and delivery of
this Eighth Supplemental Indenture and the creation of a new Series of
Bonds with an aggregate principal amount of $7,200,000 to be known as the
Collateralized Bonds, Series 6 (the "Series 6 Bonds"), and the Issuer and
the Trustee are executing and delivering this Eighth Supplemental
Indenture in order to provide for, among other things, the Series 6 Bonds.
ARTICLE ONE
The Series 6 Bonds
GRANTING CLAUSES
The Issuer hereby grants to the Trustee, in trust as provided in
the Indenture, for the exclusive benefit of the Holders of the Series 6
Bonds, all of the Issuer's right, title and interest in and to (a) the
Pooled Assets described in Schedule A to this Eighth Supplemental
Indenture, which the Issuer is delivering to the Trustee herewith, (b) the
Equipment leased and/or financed pursuant to the Pooled Assets described
in Schedule A subject to any option of the respective Lessors/Debtors
thereunder to purchase or prepay the principal on such Equipment, (c) the
Principal and Interest Payment Account for the Series 6 Bonds, and (d) all
proceeds, of every kind and nature whatsoever, including, without
limitation, proceeds of proceeds, and the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquidated
property, to secure the Series 6 Bonds equally and ratably without
prejudice, priority or distinction between any Series 6 Bond and any other
Series 6 Bond by reason of difference in time of issuance or otherwise,
and to secure the payment of the principal of, and interest on, the Series
6 Bonds in accordance with their terms, all of the sums payable under the
Indenture of this Eighth Supplemental Indenture with respect to the Series
6 Bonds and compliance with the provisions of the Indenture and this
Eighth Supplemental Indenture with respect to the Series 6 Bonds, all as
provided in the Indenture and this Eighth Supplemental Indenture.
Section 1. Designation.
The Series 6 Bonds shall be designated as Collateralized Bonds,
Series 6.
Section 2. Form of Series 6 Bonds.
The Series 6 Bonds shall be in substantially the following form:
[FORM OF FACE OF BOND]
$________ No. ________
ZIEGLER COLLATERALIZED SECURITIES, INC.
____% COLLATERALIZED BOND, SERIES 6
First
Stated Interest Interest Payable Issue
Maturity Payment Date on the 1st Day of Date CUSIP
Ziegler Collateralized Securities, Inc., a corporation duly
organized and existing under the laws of the State of Wisconsin (herein
referred to as the "Issuer"), for value received, hereby promises to pay
to ____________________ or registered assigns, the principal sum of
____________________ Dollars on or prior to the date set forth above (the
"Stated Maturity") and to pay interest on the unpaid portion of said
principal sum from the date hereof, through the day immediately preceding
the date on which such principal sum becomes due and payable, on the 1st
day of the months set forth above in each year, and to pay interest on any
overdue principal and on overdue interest, at the rate per annum specified
in the title of this Bond.
The first such payment of interest will be made on the first
interest payment date set forth above. Except as herein otherwise
provided with respect to interest payable on the date the principal of
this Bond becomes due and payable (whether at Stated Maturity, by
redemption or otherwise), interest on this Bond shall be payable on each
Semiannual Payment Date through the day immediately preceding each such
Semiannual Payment Date. The interest so payable on any Semiannual
Payment Date, and any redemption of Bonds that may be made on any
Redemption Date, will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Bond (or one or
more Predecessor Bonds) is registered on the Regular Record Date for such
Semiannual Payment Date or Redemption Date, which shall be the close of
business on the fifteenth day of the calendar month preceding that in
which such Semiannual Payment Date or Redemption Date occurs (whether or
not a Business Day). Any such redemption not made on the Redemption Date
or interest not so punctually paid or duly provided for (excluding
interest the payment of which is deferred pursuant to the proviso set
forth in the first paragraph of this Bond) shall forthwith cease to be
payable to the registered Holder on the Regular Record Date, and may be
paid to the Person in whose name this Bond (or one or more Predecessor
Bonds) is registered on a Special Record Date for the payment of such
defaulted redemption proceeds and interest to be fixed by the Trustee,
notice whereof shall be given to Bondholders not less than 10 days prior
to such Special Record Date, or may be paid, at any time in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which the Bonds may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
The principal of and interest on this Bond are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, at the office or
agency of the Issuer designated for such purpose in the United States of
America; provided that interest may be paid, at the option of the Issuer,
by check mailed to the Person entitled thereto at his address as it
appears on the Bond Register.
Reference is made to the further provisions of this Bond set
forth on the reverse hereof, which shall have the same effect as though
fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Bond shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, ZIEGLER COLLATERALIZED SECURITIES, INC. has
caused this instrument to be signed, manually or in facsimile, by its
President or a Vice President and by its Secretary or an Assistant
Secretary and a facsimile of its corporate seal to be imprinted hereon.
Dated: September 1, 1995
ZIEGLER COLLATERALIZED
SECURITIES, INC.
[SEAL]
By
Lynn R. Van Horn, President
Attest:
Janine R. Schmidt, Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 6 Bonds referred to in the within-mentioned
Indenture.
M&I FIRST NATIONAL BANK, Trustee
Authorized Officer
<PAGE>
[FORM OF REVERSE OF BOND]
COLLATERALIZED BOND
This Bond is one of a duly authorized issue of Bonds of the
Issuer, designated as its Collateralized Bonds (herein called the
"Bonds"), issued and to be issued in one or more Series, and is part of
the Series 6 Bonds designated on the face hereof (herein called the "Bonds
of this Series 6"), all issued and to be issued under an Indenture dated
as of December 1, 1991, as amended (herein called the "Indenture"),
between the Issuer and M&I First National Bank (the "Trustee"), which term
includes any successor Trustee under the Indenture, to which Indenture and
all indentures supplemental thereto (including the indenture supplemental
thereto which authorized the Bonds of this Series 6) reference is hereby
made for a statement of the respective rights thereunder of the Issuer,
the Trustee and the Holders of the Bonds, and the terms upon which the
Bonds are, and are to be, authenticated and delivered. All terms used in
this Bond which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
As provided in the Indenture, the Bonds are issuable in Series
which may vary as in the Indenture provided or permitted. All Bonds of
each Series are equally and ratably secured to the extent provided by the
supplemental indenture authorizing such Series. This Bond is one of the
Bonds of Series 6 specified in its title.
If no Event of Default as defined in the Indenture shall have
occurred and be then continuing, the Issuer, at its option, may redeem the
Outstanding Bonds of this Series 6 in whole or in part, and if in part, by
lot in such manner as may be determined by the Trustee, on or after
March 1, 1998 at a Redemption Price equal to 100% of the principal amount
of the Bonds to be redeemed (plus interest accrued and unpaid on such
Bonds to but not including the Redemption Date).
The Bonds of this Series 6 are subject to Mandatory Redemption
at any time in whole or in part, and if in part, by lot in such manner as
may be determined by the Trustee at a Redemption Price equal to 100% of
the principal amount of the Bonds to be redeemed (plus interest accrued
and unpaid on such Bonds to but not including the Redemption Date) to the
extent of any proceeds received by the Issuer as a result of the purchase
of any Defaulted Pooled Asset by the Servicer therefor or the Guarantor as
soon as practicable following the receipt of such proceeds by the Issuer.
The Bonds of this Series 6 are subject to Mandatory Redemption
in whole or in part, and if in part, by lot in such manner as may be
determined by the Trustee at the Redemption Prices (expressed as
percentages of the principal amount of the Bonds of this Series 6 to be
redeemed) as set forth below (plus interest accrued and unpaid on such
Bonds to, but not including, the Redemption Date) to the extent of any
proceeds received by the Issuer as a result of the early termination of
any Pooled Asset and the purchase of the related Equipment by the Lessee
or Debtor thereunder as soon as practicable following the receipt of such
proceeds by the Issuer.
Redemption Period Redemption Price
Prior to September 19, 1997 101%
On or after September 19, 1997 100%
If an Event of Default as defined in the Indenture shall occur
and be continuing, the principal of all the Bonds, or of all the Bonds of
any Series, may become or be declared due and payable in the manner and
with the effect provided in the Indenture.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond may be registered on the Bond
Register of the Issuer, upon surrender of this Bond for registration of
transfer at the office or agency of the Issuer in the United States of
America, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Trustee duly executed
by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Bonds of the same Series and maturity, of
authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
Prior to the due presentment for registration of transfer of
this Bond, the Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the Person in whose name this Bond is registered as the
owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Bond be overdue, and neither
the Issuer, the Trustee nor any such agent shall be affected by notice to
the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Bonds under
the Indenture at any time by the Issuer with the consent of the Holders of
a majority in aggregate principal amount of Bonds at the time Outstanding
(as defined in the Indenture), in case Outstanding Bonds of all Series are
to be affected, or with the consent of the Holders of a majority in
aggregate principal amount of the Bonds at the time Outstanding of each
Series to be affected, in case one or more, but less than all, of the
Series of Bonds then Outstanding are to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Bonds at the time Outstanding, and of
Bonds at the time Outstanding of each Series to be affected in case one or
more, but less than all, such Series are to be affected, on behalf of the
Holders of all the Bonds, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Bond shall be conclusive and binding upon such Holder and upon all future
Holders of this Bond and of any Bond issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Bond.
The term "Issuer" as used in this Bond includes any successor
under the Indenture.
The Bonds are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof, as provided
in the Indenture and subject to certain limitations therein set forth.
The Bonds are exchangeable for a like aggregate principal amount of Bonds
of the same Series and maturity of a different authorized denomination, as
requested by the Holder surrendering same.
No reference herein to the Indenture and no provision of this
Bond or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Bond at the times, place and rate, and in the coin or
currency, herein prescribed.
Section 3. Aggregate Principal Amount.
The aggregate principal amount of Series 6 Bonds that may be
authenticated and delivered under the Indenture and this Eighth
Supplemental Indenture is limited to $7,200,000 except for Bonds
authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Series 6 Bonds pursuant to Sections
3.04, 3.05, 3.06, 10.06 or 12.04 of the Indenture.
Section 4. Maturity and Interest Rates.
The Series 6 Bonds shall mature and shall bear interest as
follows:
Stated Maturity Amount Interest Rate
September 1, 1996 $1,400,000 6.00%
March 1, 1997 $ 795,000 6.25%
September 1, 1997 $ 795,000 6.25%
March 1, 1998 $ 810,000 6.50%
September 1, 1998 $ 810,000 6.50%
March 1, 1999 $ 808,000 6.75%
September 1, 1999 $ 807,000 6.75%
March 1, 2000 $ 433,000 7.00%
September 1, 2000 $ 432,000 7.00%
March 1, 2001 $ 110,000 7.00%
Section 5. Semiannual Payment Dates.
With respect to the Series 6 Bonds, the term Semiannual Payment
Dates shall mean September 1 and March 1.
Section 6. Redemption of Series 6 Bonds.
The Series 6 Bonds shall be subject to mandatory and optional
redemption prior to maturity, to the extent specifically set forth in the
form of Series 6 Bond set forth in this Eighth Supplemental Indenture.
Section 7. Representations and Warranties.
The Issuer hereby makes the following representations and
warranties with respect to the Pooled Assets set forth on Schedule A
hereto, in each case to the best of its knowledge:
(a) The information set forth in the Schedule of Pooled
Assets is true and correct in all material respects at the date
or dates respecting which such information is furnished;
(b) Each Pooled Asset by its terms permits the
Lessor/Debtor to assign such Pooled Asset and its rights and
interests thereunder without the consent of the Lessee/Debtor
thereunder;
(c) As of the date of execution and delivery of this
Supplemental Indenture, each Pooled Asset is in full force and
effect and the Issuer has granted to the Trustee as security for
the Bonds a security interest in the Issuer's right, title and
interest in and to such Pooled Asset and the related Equipment
which security interest has been perfected by filing pursuant to
the Uniform Commercial Code of Wisconsin and with respect to
each item of the Equipment, a filing pursuant to the Uniform
Commercial Code of the jurisdiction where such item of Equipment
is located and where the principal place of business of the
Lessee/Debtor under the related Pooled Asset is located,
provided that in general no fixture filings have been made with
respect to the Equipment;
(d) The Issuer acquired the Pooled Assets in good faith,
without notice of any adverse claim;
(e) As of the date of execution and delivery of this
Supplemental Indenture, the Issuer is the sole legal owner of
each Pooled Asset free and clear of all liens, security
interests and other encumbrances (except for a security interest
which secures the Series 6 Bonds or indebtedness of the Issuer
which is subordinate to the prior payment of principal and
interest on the Series 6 Bonds and which is subordinate to the
security interest securing the Series 6 Bonds (a "Subordinate
Security Interest")) and the Issuer or the Lessee or Debtor
under such Pooled Asset is the sole owner of the related
Equipment, and immediately upon the transfer and assignment
herein contemplated (and assuming that the Trustee complies with
its obligations under the Indenture and this Supplemental
Indenture and has not in its individual capacity taken any
action to grant any interest in any Pooled Asset to any other
Person), except for a Subordinate Security Interest, the Trustee
shall have good title to, and will be the sole legal owner of,
each Pooled Asset free and clear of all liens, security
interests and other encumbrances and will have a valid perfected
security interest in the Issuer's right, title and interest to
the related Equipment;
(f) As of the date of execution and delivery of this
Supplemental Indenture, the terms of each Pooled Asset have not
been waived, altered or modified in any material respect, except
by written instruments included in the Pooled Asset File;
(g) As of the date of execution and delivery of this
Supplemental Indenture, insurance policies are in effect which
provide coverage against loss of or damage to each item of
Equipment in an amount at least equal to the full insurable
value thereof; and
(h) The aggregate scheduled rental payments under the
Pooled Assets securing Series 6 Bonds during the six-month
periods ending on each Supplemental Payment Date for Bonds of
such Series to and including the final Stated Maturity of the
Series 6 Bonds after deducting all Servicer's fees and Trustee's
fees respecting such Pooled Assets and Series 6 Bonds accruing
during such period equal or exceed the principal of and interest
on the Series 6 Bonds which are due and payable on such
Semiannual Payment Date.
It is understood and agreed that the representations and warranties set
forth in this Supplemental Indenture (with respect to representations and
warranties which are as of a particular date, in each case as of such
date) shall survive delivery of the respective Pooled Asset Files to the
Trustee and shall continue throughout the terms of the Indenture and this
Supplemental Indenture.
Section 8. Ratio of Net Investment in Pooled Assets to Outstanding
Principal Amount of Series 6 Bonds.
The Issuer covenants and agrees that so long as any Series 6
Bonds are Outstanding, the Issuer's aggregate net investment (determined
in accordance with generally accepted accounting principles) in the Pooled
Assets securing the Series 6 Bonds together with any cash held by the
Trustee as collateral for the Series 6 Bonds (excluding cash held in an
amount equal to the then accrued but unpaid interest on the Series 6
Bonds) shall at all times be in an amount not less than 110% of the
aggregate principal amount of the Series 6 Bonds then Outstanding.
ARTICLE TWO
Miscellaneous
Section 1. Terms Defined in the Indenture.
All terms used in this Eighth Supplemental Indenture which are
defined in the Indenture, either directly or by reference therein, have
the meanings assigned to them therein, except to the extent such terms are
defined in this Eighth Indenture or the context clearly requires
otherwise.
Section 2. Ratification of Indenture.
As supplemented and amended by this Eighth Supplemental
Indenture, the Indenture as previously amended is in all respects ratified
and confirmed and the Indenture as previously amended and as so
supplemented by this Eighth Supplemental Indenture shall be read, taken
and construed as one and the same instrument.
Section 3. Counterparts.
This Eighth Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Eighth Supplemental Indenture to be duly executed by their respective
officers thereunto duly authorized and their respective seals duly
attested to be hereunto affixed all as of the day and year first above
written.
ZIEGLER COLLATERALIZED
SECURITIES, INC.
[SEAL]
By /s/ Lynn R. Van Horn
Lynn R. Van Horn, President
Attest:
/s/ Janine R. Schmidt
Janine R. Schmidt, Secretary
M&I FIRST NATIONAL BANK
West Bend, Wisconsin,
as Trustee
[SEAL]
By /s/ R. T. Stephenson
Title Executive Vice President
Attest:
/s/ M. L. Hron
Title Vice President
<PAGE>
Acknowledgement of Ziegler Collateralized Securities, Inc.
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 18th day of September, 1995, before me, a Notary Public
in and for said county, the undersigned officer, personally appeared L. R.
Van Horn and J. R. Schmidt, severally acknowledged themselves to be the
President and Secretary, respectively, of ZIEGLER COLLATERALIZED
SECURITIES, INC., a Wisconsin corporation, and that they, as such
officers, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
themselves as such President and Secretary, respectively.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Rusty L. Dankert
Notary Public, Washington County,
Wisconsin
[NOTARIAL SEAL] My Commissionexpires: 6/29/97
Acknowledgement of M&I First National Bank
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 18th day of September, 1995, before me, a Notary Public
in and for said county, appeared R. T. Stephenson and M. F. Hron of M&I
FIRST NATIONAL BANK, West Bend, Wisconsin, Trustee, to me personally
known, who being by me duly sworn, did say that they are the Executive
Vice President and Vice President, respectively, of M&I FIRST NATIONAL
BANK, West Bend, Wisconsin, and that the seal affixed to said instrument
is the corporate seal of the said Association and that said instrument was
signed and sealed on behalf of the said Association by authority of its
Board of Directors, and that the said R. T. Stephenson and M. F. Hron
acknowledged said instrument to be the free act and deed of said
Association.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Roseann Zautcke
Notary Public, Washington County,
Wisconsin
[NOTARIAL SEAL] My Commissionexpires Sept. 1, 1996
