Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-6237
THE ZIEGLER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1148883
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1.00 Par Value
AGGREGATE MARKET VALUE OF VOTING STOCK HELD
BY NON-AFFILIATES OF THE REGISTRANT:
$47,418,676.50 based on the average of the bid and asked prices
of such stock ($19.500 per share) on February 23, 1996
Number of shares outstanding of registrant's classes of common stock, as of
February 23, 1996:
Class Shares Outstanding
Common Stock, 2,431,727
$1.00 Par Value
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 EXCHANGE 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 X NO
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 REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [ X ]
DOCUMENTS INCORPORATED BY REFERENCE:
1. Portions of the Annual Report to Shareholders for the year ended
December 31, 1995 are incorporated by reference into Part II of this
Report.
2. Portions of the annual Proxy Statement prepared for the 1996 Annual
Meeting of Shareholders are incorporated by reference into Parts I and
III.
<PAGE>
FORM 10-K
THE ZIEGLER COMPANIES, INC.
PART I
Item 1. Business
(a) The Ziegler Companies, Inc. (the "Company") is a holding
company which owns eight operating subsidiary companies. Seven of the
companies are engaged in financially oriented businesses and the other
company is engaged in recycling, reclaiming and disposing of industrial
chemicals and solvents and providing pollution abatement services. The
Company's principal executive offices are at 215 North Main Street, West
Bend, Wisconsin 53095 and its telephone number is (414) 334-5521. There was
no material change in the nature of the business done by The Ziegler
Companies, Inc. and its subsidiaries during 1995.
The Company's subsidiaries include an investment banking
and brokerage firm, B. C. Ziegler and Company which conducts retail
brokerage services, and engages in underwriting and distributing debt
securities of hospitals and health care institutions, long-term care
facilities, municipal entities, churches, schools, and other corporations
through an operating division Ziegler Securities. Ziegler Leasing
Corporation concentrates on leasing equipment to health care providers and
commercial enterprises. Ziegler Financing Corporation provides construction
and interim loan services primarily to churches. Ziegler Thrift Trading,
Inc. is a discount brokerage firm. Ziegler Asset Management, Inc. provides
money management services to individuals and institutions. First Church
Financing Corporation was organized to issue mortgage-backed bonds
collateralized by first mortgages on church buildings and properties.
Ziegler Collateralized Securities, Inc. was organized to issue bonds
collateralized by pools of equipment leases and other debt instruments. WRR
Environmental Services Co., Inc. recycles, reclaims and disposes of
industrial chemicals and solvents and provides clean-up services with
respect to sites with environmental damage.
(b) The Company's operations are conducted through four
industry segments, namely, (1) broker-dealer, (2) lease financing, (3) real
estate financing and (4) corporate and other. The industry segments are
each served by a separate subsidiary or group of subsidiaries; therefore,
all expenses and assets can be directly identified with segment revenues.
Inter-company revenues consist primarily of interest income earned on loans
between subsidiaries, management and other administrative fees charged
between subsidiaries, intercompany security execution charges, and dividends
received by the Company from subsidiaries. All other significant revenues
are derived from transactions with unaffiliated parties in the United
States.
Revenues, net of intercompany transactions, Income Before
Taxes, and Assets of each segment are as follows:
<PAGE>
<TABLE>
<CAPTION>
1995 1994 1993
(In Thousands)
<S> <C> <C> <C>
REVENUES (net of intercompany transactions)
Broker-Dealer $ 37,680 $ 30,324 $ 35,238
Lease Financing 11,678 11,872 11,606
Real Estate Financing 197 328 351
Corporate and Other 5,654 4,557 3,146
$ 55,209 $ 47,081 $ 50,341
INCOME BEFORE TAXES
Broker-Dealer $ 3,625 $ 686 $ 5,484
Lease Financing 1,067 1,206 1,751
Real Estate Financing 122 (70) 64
Corporate and Other 1,523 1,300 125
$ 6,337 $ 3,122 $ 7,424
ASSETS
Broker-Dealer $ 53,681 $ 56,636 $ 47,195
Lease Financing 68,625 67,984 66,498
Real Estate Financing 4,281 5,045 7,924
Corporate and Other 29,258 22,775 20,006
$155,845 $152,440 $141,623
</TABLE>
<PAGE>
BROKER-DEALER
B. C. Ziegler and Company ("BCZCO")
A major portion of BCZCO's business is the underwriting and
distributing of debt securities of hospitals and other health and long-term
care providers. All health care and substantially all public finance
underwriting functions are consolidated under Ziegler Securities ("ZSD"), an
operating division of BCZCO. While these activities are the prime source of
BCZCO's income, other contributions to earnings result from underwriting
profits from underwriting and distributing debt issues for churches and
schools, from the sale of lease-backed and GNMA and FNMA certificate-backed
bonds, from the sale of various mutual funds which it sponsors, and from the
sale of other financial products, including unit investment trusts, deferred
annuities, certificates of deposit, insurance and other mutual funds. BCZCO
intends to continue all of these underwriting and sales activities.
Total revenues of BCZCO in 1995 were $32,039,000 as compared with
$25,787,000 in 1994. Net income in 1995 was $1,555,000 as compared with
1994 net income of $3,000.
BCZCO began operations as an insurance agency in 1902 and at the
present time maintains direct agency contracts with 26 insurance companies
offering diversified lines of coverage, including life, property, casualty
and fidelity insurance. It underwrote its first publicly offered security
issue in 1913 for a church in West Bend, Wisconsin. Since then, it has
concentrated on providing investment banking services to nonprofit
corporations, with particular emphasis on health care providers, long-term
care and retirement communities and churches.
During 1995, Ziegler Securities managed 14 new issues of tax-exempt and
taxable healthcare debt securities totaling $452,755,000. During 1995,
Ziegler Securities also managed 38 issues for long-term care and retirement
facilities totaling $442,790,000. For purposes of comparison, during 1994,
Ziegler Securities managed 18 issues of tax-exempt and taxable healthcare
debt securities totaling $502,895,000. Ziegler Securities also managed 37
issues for long-term care and retirement facilities totaling $302,275,000 in
1994.
BCZCO underwrote and sold 23 bond issues for various churches, schools
and other non-profit institutions, totaling approximately $67,408,000 in
1995 compared to 21 issues totaling approximately $66,176,000 in 1994.
As of December 31, 1995, BCZCO had 24 retail brokerage offices located
throughout the United States which play a vital role in the distribution of
the taxable and tax-exempt issues underwritten by BCZCO. In 1995, the
services offered by BCZCO's retail brokers were expanded to include
solicited equity trading. Securities are sold by BCZCO as a broker-dealer
to individuals, financial institutions and other dealers. In addition,
BCZCO maintains a limited secondary market for debt securities it has
underwritten as an accommodation to its investor clientele.
BCZCO continues to underwrite and offer a variety of investment
products and continues to develop new investment products.
BCZCO also sponsors and acts as the primary distributor for the
Principal Preservation Portfolios, Inc. family of mutual funds. This open-
end diversified investment company offers nine distinct mutual fund
portfolios having total net assets over $320,000,000 as of December 31,
1995.
Ziegler Mortgage Securities, Inc. II ("ZMSI-II"), in its tenth year of
operation, issued four series of "AAA" rated bonds in the total amount of
$10,925,000 during 1995. BCZCO owns a portion of the capital stock of ZMSI-
II, and acts as underwriter for the offerings of bonds by it. ZMSI-II bonds
are rated "AAA" by Standard & Poor's Corporation and are backed by
Government National Mortgage Association ("GNMA") certificates, Federal
National Mortgage Association ("FNMA") certificates or by a combination of
GNMA and FNMA certificates. The GNMA certificates are fully modified pass-
through mortgage certificates backed by a pool of Federal Housing Authority
("FHA") loans or Veterans Administration ("VA") loans, and provide for
payment of principal and interest and other proceeds of the mortgage loans
to the registered holder of the GNMA certificates. Such payments are
guaranteed by GNMA, which guarantee is supported by the full faith and
credit of the United States. The FNMA certificates represent interests in
pools of loans backed by mortgages on one to four family residences. The
mortgage loans may be conventional mortgage loans or mortgage loans insured
by the FHA or guaranteed by the VA. Payment of principal and interest and
other proceeds from the mortgage loans will be made to the registered
holders of the FNMA certificates. FNMA certificates are guaranteed solely
by the FNMA and are not backed by the full faith and credit of the United
States.
In 1995, BCZCO underwrote and sold one series of lease-backed bonds for
Ziegler Collateralized Securities, Inc. ("ZCSI") in the total amount of
$7,200,000. The bonds were collateralized by pools of equipment leases and
other debt instruments organized and sold to ZCSI by a sister company,
Ziegler Leasing Corporation.
BCZCO is one of the nation's oldest health care underwriters. BCZCO
experiences competition in most potential taxable health care bond
underwritings due in part to the fact that debt financing for health care
providers can also be accomplished by bank borrowing or by mortgage
financing with institutional lenders. Competition in the underwriting of
tax-exempt issues is from other major investment bankers and, in certain
instances, from commercial banks. This competition for underwriting volume
over the past several years has caused a general decline in the level of
compensation paid for investment banking services in connection with the
healthcare market.
It is anticipated that significant changes in the manner in which
health care is delivered in the United States will occur over the next
several years, either because of competitive forces in the marketplace or
government mandates. There can be no guarantee of the continuing
availability of health care, long-term care and corporate debt issues in
adequate volume for BCZCO and other competitive investment bankers and
underwriters. The availability of suitable underwritings for BCZCO is
related to a variety of factors, among which are the general level of
interest rates, the need for replacing or upgrading facilities, the
development of new medical technology, changes in government programs and
private contracts relating to reimbursement of health care providers,
consolidation and integration within the health care industry, and the
demographic characteristics of the United States' population.
BCZCO is a broker-dealer registered with the Securities and Exchange
Commission and with the security regulatory bodies of 50 states and the
District of Columbia. It is a member of the National Association of
Securities Dealers, Inc. ("NASD") and the Securities Investor Protection
Corporation ("SIPC"). It is subject to the rules and regulations
established and administered by these various regulatory and self-regulatory
agencies. Failure to comply with any of these rules and regulations could
result in censure, fines, suspension or expulsion. Suspension could be
imposed for varying periods of time and could have a materially adverse
effect upon BCZCO for at least the period of suspension. Expulsion would
effectively preclude it from engaging in the securities business. The
various rules and regulations to which it is subject govern such matters as
sales methods, recordkeeping requirements, net capital requirements,
relationships between brokers and relationships between broker-dealers and
the public.
Under the Securities Act of 1933 and other applicable Federal and state
securities laws and regulations, an underwriter is subject to substantial
potential liability for material misstatements or omissions in the
prospectus used to describe each issue of securities being underwritten and
offered to the public.
Underwriting involves substantial economic risk. An underwriter may
incur losses if it is unable to resell the securities it has committed to
purchase, or if it is forced to liquidate all or part of its commitment at
less than the purchase price. Ziegler Securities also acts as remarketing
agent with respect to variable rate municipal obligations with investor put
options. The aggregate principal amount of bonds as to which Ziegler
Securities is remarketing agent is approximately $569,905,000. As a general
matter, bonds which are not successfully remarketed by Ziegler Securities
can be paid at par through a liquidity facility maintained by the borrower,
at Ziegler Securities' demand. However, remarketing often involves a
temporary holding of such bonds by Ziegler Securities for its own account,
with the resulting market risk. Ziegler Securities finances its cash needs
for remarketing activity through the Company's capital and bank credit
lines.
The securities industry in general is presently experiencing increased
litigation from customers related to compliance with laws and industry rules
related to the sales of securities.
BCZCO includes an independent insurance agency, which is subject to
various rules and regulations which are generally imposed at the state
level.
Ziegler Thrift Trading, Inc. ("ZTT")
ZTT is a discount brokerage firm organized in the State of Minnesota.
ZTT is an order execution specialist for stocks, corporate bonds and options
and can execute orders on any exchange and the over-the-counter market.
Since ZTT has no research department and no salesmen, ZTT's commission
charges are approximately 50% to 70% less than those of regular brokerage
firms. The minimum commission charge is $34.50.
ZTT is registered with the Securities and Exchange Commission and is a
member of the National Association of Securities Dealers, Inc. and the
Securities Investor Protection Corporation. It is licensed as a broker-
dealer in 41 states and the District of Columbia. The company is
headquartered in downtown Minneapolis and has three branch offices in St.
Paul, Minnesota, along with two newly acquired branch offices in the
suburban Chicago area..
In addition to its core business, ZTT provides reduced commission
brokerage services to the customers of banks in Minnesota and Wisconsin. In
1990, ZTT opened a satellite facility in the Eastern Heights Bank, St. Paul,
Minnesota, on the home office campus of a major international manufacturing
firm. In early 1994, this satellite facility began offering full service
brokerage services, under the division name Ziegler Investment Services. In
February 1995, the full service office relocated to the new Eastern Heights
Bank at 670 McKnight Road North, St. Paul. In addition, a new discount
branch of ZTT was opened in the same building. In September, 1995, ZTT
purchased the assets of the discount brokerage business of another broker-
dealer in the suburban Chicago area. The purchase is intended to provide
access for ZTT to the Chicago area market for discount brokerage services.
In 1995 ZTT's gross revenues were $4,434,000 and net income was
$677,000 compared to net income of $382,000 in 1994 on gross revenues of
$3,474,000.
LEASE FINANCING
Ziegler Leasing Corporation ("ZLC")
ZLC concentrates on leasing equipment to the health care industry, but
also writes a substantial volume of leases on commercial and industrial
equipment. ZLC's portfolio consists primarily of full payout finance
leases, leveraged leases and non-cancelable operating leases. A major
portion of its net investment in lease transactions is in full payout
finance leases wherein most of the usual ownership risks are passed to the
lessee, and the lease income represents the excess of the lease contract's
receivable (during an initial non-cancelable lease term) plus estimated
equipment residual value over the cost of the leased equipment. The income
is recognized over the term of the lease. Leveraged leases have essentially
the same characteristics as finance leases, except that third parties
furnish financing in the form of long-term debt that provides for no
recourse against ZLC or the Company. The investment in leveraged leases
less the related deferred income taxes represents the net investment in
leveraged leases for purposes of computing periodic net income. Income is
prorated to the years in which such net investment is positive. Under the
operating method of accounting for leases, ZLC retains most of the usual
risks and rewards of ownership, and reports as income the monthly lease
payments when due and charges income with depreciation on the leased
equipment on a straight-line basis over the lease term, and allows for
residual value at the end of the term.
ZLC experiences substantial competition from commercial banks and other
leasing companies. In addition, ZLC's revenues are subject to pressures
created by changes in the health care delivery system in the United States.
ZLC's gross revenue in 1995 was $10,498,000 as compared with
$10,842,000 in 1994. Net income was $716,000 in 1995 as compared with
$764,000 in 1994.
At December 31, 1995, ZLC's investment in leases and notes totaled
$50,547,000 compared with $47,331,000 at December 31, 1994.
REAL ESTATE FINANCING
Ziegler Financing Corporation ("ZFC")
ZFC is engaged in the business of making construction and interim loans
to selected churches, primarily those whose capital needs are too small to
justify an underwriting through BCZCO. ZFC earned net income in 1995 of
$74,000, compared to a net loss of $42,000 in 1994. Total revenues were
$327,000 in 1995 compared to $364,000 in 1994. At the end of 1995, there
were no loans, notes and related accrued interest outstanding from unrelated
entities. This compares to approximately $5,258,000 at the end of 1994.
The results of future operations of ZFC will depend upon the demand for
suitable loans at profitable yields. The acquisition of construction and
interim loans is highly competitive in that commercial banks, savings and
loan associations, mortgage bankers, real estate trusts, and other
construction lenders are aggressively seeking high quality loans. In
addition to competitive conditions, yields depend to a large extent upon the
type of property securing the loans, the term of the loan, the credit of
borrowers, the reputation of the builder, the condition of the money market
at the time the loan is acquired, and other factors.
ZFC has obtained substantially all of its funds for investment in
construction and interim loans through the sale of short-term notes by the
Company. These notes have maturities of nine months or less and have a
shorter term, in most cases, than the loans made by ZFC. As selected loans
in the health and long-term care fields become available, ZFC intends to
operate on a leveraged basis, that is, with substantial amounts of debt in
relation to net worth. This policy will be reviewed from time to time on
the basis of experience and current factors. In addition, operations on a
leveraged basis can result in a decline of earnings or loss because of
inability to pay maturing debt obligations without disadvantageous
liquidation of loans or new borrowings at higher rates of interest.
Inability to pay maturing debt could result from defaults on loans held by
ZFC or inability to make short-term borrowings.
First Church Financing Corporation ("FCFC")
This subsidiary was incorporated on May 3, 1990 for the purpose of
issuing mortgage-backed bonds collateralized by a pool of notes secured by
first mortgages on church buildings and properties. The notes and mortgages
in the pool typically originate from church financings which are too small
in principal amount to support a separate public offering of bonds. One
series of bonds totaling $4,223,000 was issued by FCFC in 1995.
CORPORATE AND OTHER
The Ziegler Companies, Inc. ("ZCO")
In 1994, ZCO purchased a one third equity interest in Heartland Capital
Company L.L.C. ("HCC"), a Wisconsin limited liability company which is in
the business of making construction loans to finance the construction or
rehabilitation of affordable housing projects. The total subscription price
paid to date by ZCO is $825,000. The return on the investment recognized by
ZCO for 1995 was approximately $225,000. The return on this investment of
ZCO is dependent upon various factors, including the demand for affordable
housing, the ability of HCC to maintain a spread between HCC's cost of funds
and the interest rates charged to developers, and the successful management
of the risk of default by developers on the loans made by HCC. The volume
of HCC's lending activities has lagged original projections, due in major
part to competition from major commercial banks and others. In addition,
the corporation providing HCC with management services experienced
significant changes in personnel in 1995.
In addition, ZCO has purchased automobile installment loans from one
originating company, and holds such loans until the aggregate amount of such
loans is sufficient for a third party to purchase the loans in bulk for the
purpose of securitizing them.
Ziegler Asset Management, Inc. ("ZAMI")
This subsidiary was organized in June of 1991 to provide money
management services to individuals and institutional accounts. The equity
investment strategy utilized by ZAMI for individual accounts seeks out
companies that have demonstrated a superior record of growing their
earnings, increasing their dividends and maintaining strong balance sheets.
With respect to institutional accounts, ZAMI has utilized sub-advisors to
help the clients meet their investment objectives, risk limitations and
liquidity requirements. As of December 31, 1995, ZAMI had approximately
$587,000,000 of assets under management. ZAMI realized net income of
$48,000 in 1995, compared to $97,000 in 1994.
In 1995, ZAMI underwent changes in key management personnel, and in
early 1996 replaced BCZCO as investment adviser for certain mutual funds of
Principal Preservation Portfolios, Inc.
Ziegler Collateralized Securities, Inc. ("ZCSI")
This subsidiary was organized in August of 1991 for the purpose of
issuing bonds collateralized by pools of leases and other debt instruments
packaged and sold to ZCSI by Ziegler Leasing Corporation. In 1995 one
series of bonds was issued by ZCSI totaling $7,200,000. It is anticipated
that future series will be offered on a regular basis. In accordance with a
written management agreement, management fees paid to Ziegler Leasing
Corporation have been limited to the amounts which prevented ZCSI from
incurring a loss. As a result, ZCSI had no net income in 1995, 1994 or
1993.
WRR Environmental Services Co., Inc. ("WRR")
WRR was founded in 1970 and owns and operates a licensed hazardous
waste treatment and waste solvent recycling facility located in Eau Claire,
Wisconsin. WRR recycles spent industrial solvents for re-use and blends
waste solvents for use as alternative energy sources for businesses in EPA
permitted liquid injection incinerators and cement kilns. WRR also offers
several other services such as processing dry cleaner filters, remediation
of polluted industrial sites, and emergency spill response.
WRR obtains raw materials for its recycling operations directly from
the primary users of chemicals and solvents. Virgin chemicals are purchased
and blended with certain of WRR's reclaimed blended products, or are sold as
new products. WRR is not dependent on a single supplier or a few suppliers
for its raw materials.
WRR is regulated by the United States Environmental Protection Agency
("EPA") and the Wisconsin Department of Natural Resources ("DNR"). On
September 30, 1988 WRR obtained a final hazardous waste operating permit
from the EPA making it the first fully licensed treatment, storage and
disposal facility in the State of Wisconsin.
In 1983, WRR's Eau Claire facility was placed on the National Priority
List of sites regulated by the Superfund Act ("CERCLA") because shallow well
testing of ground water directly underneath the plant site disclosed traces
of contaminants. WRR is subject to a DNR consent order for further testing
and surface water control related to the contaminants. Although still
subject to the consent order and to remedial action under the federal
Research, Conservation, and Recovery Act ("RCRA"), WRR was removed from the
National Priority List effective February 5, 1993.
In addition, WRR has disposed of wastes at other sites which have been
placed on the National Priority List and at sites which may be added to the
List. Under CERCLA any party that disposed of waste at any facility that
requires remediation may be held jointly and severally liable for a portion
of, or the entire cost of, such remediation. In some cases, EPA will expend
funds to remedy a site, and then seek reimbursement from those parties who
disposed of wastes at the site. The total reserve of WRR on account of
potential liability for remediation of environmentally damaged sites at
December 31, 1995 was $717,000. See the section of this filing entitled
"Environmental Matters" for additional information.
In 1995, through a wholly-owned subsidiary named WRR Northwest
Enterprises Co., Inc., WRR purchased the assets of a company located
adjacent to WRR's plant. WRR's subsidiary has continued the business lines
formerly operated by the selling company, namely the installation, servicing
and sale of truck equipment. The purchase was made, in part, to provide WRR
with control over neighboring commercial real estate.
WRR's gross margin in 1995 was $3,762,000 as compared to $3,087,000 in
1994. Net income was $918,000 in 1995, compared to $529,000 in 1994.
GENERAL
None of the Company's businesses are subject to governmental
renegotiation of profits; none are dependent on a single customer or a few
customers nor are any of them dependent on a single supplier of raw
materials or a few suppliers of raw materials. In no case are patents,
trademarks, licenses or franchises important nor are any of the businesses
seasonal. None of the businesses engage in significant operations outside
the United States.
ENVIRONMENTAL MATTERS
Compliance with Federal, state and local laws and regulations which
have been enacted or adopted relating to the protection of the environment
have had no material effect upon the capital expenditures, earnings and
competitive position of the registrant and its financial services
subsidiaries.
WRR is strictly regulated by the EPA and the DNR. More stringent
future regulations enacted by these agencies regarding the control of air
and water pollution as well as waste disposal sites could result in
increased operating costs and capital expenditures.
WRR has disposed of wastes at other recycling sites which may be added
to the National Priority List, and may be required to share in the cost of
the clean-up of these sites. As of December 31, 1995, WRR had been
identified as a potentially responsible party ("PRP") in connection with
three sites. For the first site, a reserve of $128,000 was established
based on WRR's review of documents, its knowledge of the site and its
experience with the clean-up of similar sites. No engineering studies have
yet been done to arrive at a more reliable cost estimate. Payments on this
site are expected to occur over the next five years. The estimated cost of
cleaning up a second site is between $10,000,000 and $30,000,000 based on
preliminary estimates from various consulting firms. Based on the
identification of other PRPs and the present interim allocation schedule,
WRR should be responsible for costs ranging from $500,000 to $1,800,000. In
accordance with Financial Accounting Standards Board Interpretation No. 14,
Reasonable Estimation of the Amount of a Loss, WRR established a reserve of
$589,000 to cover its share of the clean-up costs of this second site.
Payments on this site are expected to occur over the next five years. In
June 1994, WRR was notified by the United States Environmental Protection
Agency ("EPA") that WRR is a PRP at a third site to which WRR delivered
materials from 1982 to 1985. WRR's review of the remediation investigation
and feasibility study, and other materials prepared by EPA on account of
this site, indicates that WRR has valid defenses to any action by EPA to
collect remediation costs. EPA's estimate of WRR's proportionate share of
anticipated remediation costs at this third site approximates $200,000. No
reserve has been established for this third site.
While WRR is jointly and severally liable on all three sites,
management is not aware of circumstances which could lead to non-performance
by the other PRP's when viewed as a group. No potential insurance recovery
or reimbursements from WRR's liability insurance carriers have been accrued
in the financial statements. The reserve for accrued loss contingencies
totaled approximately $717,000 and $633,000 at December 31, 1995 and 1994,
respectively.
EMPLOYEES
As of March 1, 1996, 476 persons were employed full time and 92 persons
were employed part time by the Company and its subsidiaries.
EXECUTIVE OFFICERS OF THE COMPANY
Information regarding the executive officers of the Company, which is
not part of the Company's March 8, 1996 Proxy Statement is as follows:
<TABLE>
<CAPTION>
Name Age Office
<S> <C> <S>
R. D. Ziegler 69 Chairman of the Board
P. D. Ziegler 46 President and Chief Executive Officer
S. C. O'Meara 46 Senior Vice President and General Counsel
L. R. Van Horn 42 Senior Vice President - Finance
V. C. Van Vooren 64 Senior Vice President and Treasurer
J. C. Vredenbregt 42 Assistant Treasurer and Controller
J. R. Schmidt 36 Corporate Secretary
</TABLE>
The term of office of each officer is one year or until his successor
is elected and qualified. There is no arrangement or understanding between
any officer and any other person pursuant to which he was elected as an
officer.
Mr. R. Douglas Ziegler was elected Chairman of the Board of The Ziegler
Company, Inc. and B. C. Ziegler and Company on April 21, 1986. Mr. Ziegler
joined the Company on January 1, 1973, became President and Chief Executive
Officer on June 15, 1973 and served as Chief Executive Officer until
December 31, 1989. Mr. Ziegler has been a Director of B. C. Ziegler and
Company, the Company's principal subsidiary, from January 26, 1953 to April
21, 1969, and again became a Director on October 2, 1972. He is presently a
Director of Johnson Controls, Inc. and Principal Preservation Portfolios,
Inc. Mr. Ziegler is the father of Mr. P. D. Ziegler and uncle of Mr. B. C.
Ziegler III.
Mr. Peter D. Ziegler was elected President of The Ziegler Company, Inc.
and B. C. Ziegler and Company on April 21, 1986, and became Chief Executive
Officer of both companies on January 1, 1990. He previously served as
Executive Vice President since January 1, 1985. He is presently a director
of West Bend Mutual Insurance Company, West Bend, Wisconsin and Trustmark
Insurance Company, Lake Forest, Illinois. Mr. Ziegler is the son of R. D.
Ziegler, Chairman of the Company and a first cousin of Mr. B. C. Ziegler
III, a Director of the Company.
Mr. S. Charles O'Meara began employment with the Company and B. C.
Ziegler and Company as Senior Vice President and General Counsel on January
15, 1993.
Mr. Lynn R. Van Horn was elected Senior Vice President - Finance of the
Company and B. C. Ziegler and Company on March 19, 1990. He joined B. C.
Ziegler and Company as Director of Finance on May 1, 1984 and was elected
Vice President - Finance on March 25, 1985.
Mr. Vernon C. Van Vooren is Treasurer of The Ziegler Companies, Inc.
and was elected Senior Vice President of the Company on January 15, 1980.
He currently heads the commercial paper department of B. C. Ziegler and
Company. Mr. Van Vooren has announced that he will retire from the Company
effective March 31, 1996.
Mr. Jeffrey C. Vredenbregt was elected Assistant Treasurer and
Controller of the Company and B. C. Ziegler and Company on July 1, 1987. On
March 15, 1993, he was elected Vice President of B. C. Ziegler and Company
and continues in his capacities of Assistant Treasurer and Controller.
Ms. Janine R. Schmidt was elected Corporate Secretary of the Company
and B. C. Ziegler and Company on November 24, 1992.
Item 2. Properties
B. C. Ziegler and Company owns an office building located
at 215 North Main Street in West Bend, Wisconsin 53095 which serves as the
home office for the Company and all subsidiaries except WRR Environmental
Services Co., Inc., Ziegler Thrift Trading, Inc. and the Ziegler Securities
Division of B. C. Ziegler and Company. This three-story building has
approximately 77,000 square feet of space.
B. C. Ziegler and Company also owns two buildings located
at 237-239 and 241-243 North Main Street, West Bend, Wisconsin 53095. These
buildings contain four residential rental units and four rental units for
businesses. The business rental units are currently leased to businesses
which are not affiliated with The Ziegler Companies, Inc. or any of its
subsidiaries.
B. C. Ziegler and Company rents commercial space for its
various retail brokerage offices under leases with terms that are typically
three years or less.
Ziegler Securities Division occupies leased premises at One
South Wacker Drive, Suite 3080, Chicago, Illinois 60606; 5729 Park Plaza
Court, Indianapolis, Indiana 46220; 111 Second Avenue, N.E., Suite 915, St.
Petersburg, Florida 33701; 1850 Mt. Diablo Boulevard, Suite 640, Walnut
Creek, California 94596; and 1350 I Street, N.W., Suite 850, Washington,
D.C. 20005.
Ziegler Leasing Corporation's midwest regional offices
occupy leased premises at 11479 North Pine Drive, Suite 22, Parker, Colorado
80134; 3017 Douglas Boulevard, Suite 300, Roseville, California 95661; and
2500 Old Alabama Road, Suite 23, Roswell, Georgia 30076.
Ziegler Thrift Trading, Inc. occupies leased premises at
733 Marquette Avenue, Suite 106, Minneapolis, Minnesota 55402, 336 Robert
Street North, Suite 210, St. Paul, Minnesota 55101, Building 224-2S-34, 3M
Center Building, St. Paul, Minnesota 55144 and 670 McKnight Road North,
Eastern Heights Bank Building, St. Paul, Minnesota 55119, 21 West Van Buren,
Naperville, Illinois 60540; and 10526 West Cermak, Westchester, Illinois
60154.
All branch offices of B. C. Ziegler and Company, Ziegler
Securities, Ziegler Leasing Corporation and Ziegler Thrift Trading, Inc. are
located in leased premises with varying terms from one to ten years.
Ziegler Leasing Corporation and Ziegler Collateralized
Securities, Inc. had, as of December 31, 1995, investments in leased
equipment of $42,272,000 and $8,815,000, respectively.
WRR Environmental Services Co., Inc. owns an office
building and recycling plant located at 5200 State Road 93, Eau Claire,
Wisconsin 54701 which is the sole operating plant for WRR. The office
building and plant buildings are located on approximately nine acres of land
southeast of the city of Eau Claire. In 1994, WRR purchased an additional
19 acres of land in the vicinity of its operating plant. In 1995, through
its wholly-owned subsidiary, WRR Northwest Enterprises Co., Inc., WRR
purchased an approximately six acre site with improvements located at 5100
Highway 93 South, Eau Claire, Wisconsin, for use as a manufacturing, sales
and service facility for truck equipment.
The Company owns one small parcel of partially-improved
land in West Bend, Wisconsin, aggregating about 16 acres, which has been
held for long-term investment.
B. C. Ziegler and Company owns approximately 40 acres of
unimproved land in West Bend, Wisconsin, which is held for future use as the
potential site of the Company's home office.
Item 3. Pending Legal Proceedings
Neither the Company nor any of its subsidiaries has any
material pending legal proceedings other than ordinary routine litigation
incidental to the respective businesses, and other than the three pending
environmental matters at Eau Claire, Wisconsin, Zionsville, Indiana, and
Griffith, Indiana described under the caption "Environmental Matters" above.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of the
fiscal year 1995 to a vote of security holders.
<PAGE>
PART II
Item 5. Market for the Company's Common Stock and Related Security Holder
Matters
Information about the range of bid and asked quotations for
the Company's common stock on the American Stock Exchange for each quarter
during the Company's 1995 and 1994 fiscal years and information about the
cash dividends paid on the Company's common stock for each quarter during
1995 and 1994 may be found on page 37 of the Company's 1995 Annual Report to
Shareholders. Such information is incorporated herein by reference as if
fully set forth herein.
Item 6. Selected Financial Data
Information about the Company's operating revenue, net
income, earnings per share of common stock, cash dividends per share
declared, total assets, long-term obligations, short-term notes payable,
shareholders' equity and book value per share for the fiscal years 1991
through 1995 may be found on page 34 of the Company's 1995 Annual Report to
Shareholders. Such information is incorporated herein by reference as if
fully set forth herein.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Information about the Company's analysis of financial
conditions and results of operations for the fiscal years 1995, 1994 and
1993 may be found on pages 32 and 33 of the Company's 1995 Annual Report to
Shareholders. All of the foregoing information is incorporated herein by
reference as if fully set forth herein.
Item 8. Financial Statements and Supplementary Data
The Company's consolidated financial statements containing
consolidated balance sheets for the fiscal years 1995 and 1994 may be found
on page 11 of the Company's 1995 Annual Report to Shareholders; consolidated
statements of income for the fiscal years 1995, 1994 and 1993 and
consolidated statements of cash flows for the fiscal years 1995, 1994 and
1993 may be found on pages 12 through 14 of the Company's 1995 Annual Report
to Shareholders; consolidated statements of stockholders' equity for 1995,
1994 and 1993 may be found on page 15 of the Company's 1995 Annual Report to
Shareholders. The consolidated notes to financial statements, together with
the report of Arthur Andersen LLP, may be found on pages 16 through 26 of
the Company's 1995 Annual Report to Shareholders. Such consolidated
financial statements and report of Arthur Andersen LLP are incorporated
herein by reference, see Exhibit 13 at page 61.
Item 9. Disagreements with Accountants on Accounting and Financial
Disclosure
There have been no reportable events during the fiscal
years 1995 or 1994.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Company
Information about the Company's directors and those persons
nominated to become directors may be found on pages 3, 4, and 5 of the
Company's March 8, 1996 Proxy Statement. Such information is incorporated
by reference as if fully set forth herein.
Information regarding the executive officers, which is not
a part of the Company's Proxy Statement, is set forth in Part I above.
Item 11. Executive Compensation
Information required under Item 11 about the compensation
paid by the Company to its Chief Executive Officer and other executive
officers of the Company may be found in the Company's March 8, 1996 Proxy
Statement, which information is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information concerning principal securities holders and
securities holdings of management which may be found on pages 2 and 3 of the
Company's March 8, 1996 Proxy Statement is incorporated by reference as if
fully set forth herein.
Item 13. Certain Relationship and Related Transactions
There have been no transactions since the beginning of
fiscal year 1995, or any currently proposed transactions, or series of
similar transactions, to which the Company or any of its subsidiaries was or
is to be party in which the amount exceeds $60,000 and in which any
director, executive officer, any nominee for election as a director, any
security holder owning of record or beneficially more than 5% of the Common
Stock of the Company, or any member of the immediate family of any of the
foregoing persons had or will have a direct material interest, with the
exception of the following transactions:
Mr. B. C. Ziegler III, current Director, is a shareholder,
director and officer of Z/L Media Corporation, which is the general managing
partner of KXRM Partnership, Colorado Springs, Colorado. KXRM has entered
into two leases with Ziegler Leasing Corporation, a subsidiary of the
Company. Monthly lease payments total $3,675.87.
<PAGE>
PART IV
Item 14(a). Document List
1. Financial Statements
The following financial statements are incorporated herein
by reference in Part II, Page 14 at Item 8 above.
(i) Consolidated balance sheets - December 31, 1995 and 1994.
(ii) Consolidated statements of income - years ended December
31, 1995, 1994 and 1993.
(iii) Consolidated statements of cash flows - years ended
December 31, 1995, 1994 and 1993.
(iv) Consolidated statements of stockholders' equity - years
ended December 31, 1995, 1994 and 1993.
(v) Consolidated notes to financial statements - December 31,
1995 and 1994.
(vi) Report of Independent Public Accountants.
2. Supplementary Data and Financial Statement Schedule
The following financial statement schedule in response to
this Item 14(a) is submitted as a separate section of this
report:
Report of Independent Public Accountants on Supplemental
Schedule.
SCHEDULE II - Valuation and Qualifying Accounts.
Report of Independent Public Accountants on and Financial
Statements of Ziegler Mortgage Securities, Inc. II (Commission
file number: 33-92454).
3. Exhibits Required by Securities and Exchange Commission
Regulation S-K:
(3) a. Articles of Incorporation of the Company, previously
filed as Exhibit C to the Company's Proxy Statement
dated March 8, 1993.
b. By-Laws of the Company, previously filed as Exhibit D
of the Company's Proxy Statement dated March 8, 1993.
(4) Instruments Defining the Rights of Security Holders -
Indentures and Guaranty Agreement incorporated herein by
reference under item 10 below.
(9) Voting Trust Agreements - Not applicable pursuant to
Regulation S-K, Item 601.
(10) Material Contracts
a. Form of Indemnification Agreement incorporated by
reference to Exhibit A to the Notice of Special
Meeting and Proxy Statement on July 11, 1986.
b. Trust Indenture dated as of December 1, 1991 between
Ziegler Leasing Corporation and M&I First National
Bank as it relates to $10,000,000 principal amount of
Five-Year Extendable Notes, Series 1991 incorporated
by reference to Exhibit 4.1 to Registration Statement
on Form S-1, Commission File No. 33-43082.
c. Trust Indenture dated December 1, 1991 between
Ziegler Collateralized Securities, Inc. and M&I First
National Bank incorporated by reference to Exhibit
4.1 to Registration Statement on Form S-3, filed
September 11, 1991, Commission File No. 33-42723;
First Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First
National Bank, dated December 1, 1991 incorporated by
reference to Exhibit 4.1 to current report on Form 8-
K for Ziegler Collateralized Securities, Inc., dated
December 12, 1991, Commission File No. 33-42723;
Second Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First
National Bank, dated July 1, 1992 incorporated by
reference to Exhibit 4.1 to current report on Form 8-
K for Ziegler Collateralized Securities, Inc., dated
July 17, 1992, Commission File No. 33-42723; Fourth
Supplemental Indenture between Ziegler Collateralized
Securities, Inc. and M&I First National Bank dated
July 15, 1993 incorporated by reference to Exhibit
4.1A of Amendment No. 3 to Ziegler Collateralized
Securities, Inc. Form S-3 Registration Statement,
filed July 20, 1993, Commission File No. 33-42723;
Seventh Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First
National Bank, dated as of July 15, 1993,
incorporated by reference to Exhibit 4.1A of
Amendment No. 4 to Ziegler Collateralized Securities,
Inc. Form S-3 Registration Statement, filed August
31, 1995, Commission File No. 33-42723.
d. Third Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First
National Bank, dated June 1, 1993.
e. Fifth Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First
National Bank, dated December 1, 1993.
f. Sixth Supplemental Indenture, between Ziegler
Collateralized Securities, Inc. and M&I First
National Bank, dated October 1, 1994.
g. Guaranty Agreement between The Ziegler Company, Inc.
and M&I First National Bank dated December 1, 1991
incorporated by reference to Exhibit 4.4 to the
Registration Statement on Form S-3, Commission File
No. 33-42723.
h. $10,000,000 Credit Agreement between Ziegler Leasing
Corporation and First Wisconsin National Bank of
Milwaukee, dated May 15, 1991 incorporated by
reference to Item 14(a)3.(10)e of Part IV of the
Company's 1993 Form 10-K.
i. $5,000,000 Term Loan Agreement between Ziegler
Leasing Corporation and M&I Marshall & Ilsley Bank,
dated December 28, 1992 incorporated by reference to
Item 14(a)3.(10)e of Part IV of the Company's 1992
Form 10-K.
Executive Compensation Plan and Arrangements
j. Nonstatutory Stock Option Agreement referred to in
portions of the Company's March 8, 1996 Proxy
Statement, which information is incorporated by
reference in Item 11 of Part III of this Form 10-K.
k. 1993 Employees' Stock Incentive Plan incorporated by
reference from the March 8, 1993 Proxy Statement.
(11) Statement Re Computation of Per Share Earnings.
(12) Statements Re Computation of Ratios - Not applicable
pursuant to Regulation S-K, Item 601.
(13) 1995 Annual Report to Shareholders.
(18) Letter Re Change in Accounting Principles - Not applicable.
(19) Previously Unfiled Document - Not applicable.
(22) Subsidiaries of the Company.
(23) Published Report Regarding Matters Submitted to Vote of
Security Holders - Not applicable.
(24) Consent of Independent Certified Public Accountants.
(25) Power of Attorney - Not applicable.
(27) Financial Data Schedule
(28) Additional Exhibits
a) March 8, 1996 Proxy Statement.
(29) Information from reports furnished to state insurance
regulatory authorities - Not applicable.
Item 14(b). Reports on Form 8-K
There were no reports on Form 8-K filed during the year
ended December 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
THE ZIEGLER COMPANIES, INC.
March 18, 1996 By: /s/ Janine R. Schmidt
Janine R. Schmidt
Corporate Secretary
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
March 18, 1996 /s/ R. Douglas Ziegler
R. Douglas Ziegler
Chairman of the Board, Director
March 18, 1996 /s/ Peter D. Ziegler
Peter D. Ziegler
President and Chief Executive Officer,
Director
March 18, 1996 /s/ John C. Frueh
John C. Frueh, Director
March 18, 1996 /s/ John R. Green
John R. Green, Director
March 18, 1996 /s/ William R. Holmquist
William R. Holmquist, Director
March 18, 1996 /s/ Peter R. Kellogg
Peter R. Kellogg, Director
March 18, 1996 /s/ Patrick D. J. Kenny
Patrick D. J. Kenny, Director
March 18, 1996 /s/ Frederick J. Wenzel
Frederick J. Wenzel, Director
March , 1996
Bernard C. Ziegler III, Director
March 18, 1996 /s/ Lynn R. Van Horn
Lynn R. Van Horn
Senior Vice President - Finance
March 18, 1996 /s/ Jeffrey C. Vredenbregt
Jeffrey C. Vredenbregt
Assistant Treasurer and Controller
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <S> <C>
Exhibit No.: Page
3(a). Articles of Incorporation n/a
3(b). By-Laws n/a
4. Instruments Defining the Rights of Security Holders n/a
9. Voting Trust Agreements n/a
10(a). Indemnification Agreement n/a
10(b). Ziegler Leasing Corporation Trust Indenture n/a
10(c). Ziegler Collateralized Securities, Inc. Trust Indenture n/a
10(d). Ziegler Collateralized Securities, Inc.
Third Supplemental Indenture 22
10(e). Ziegler Collateralized Securities, Inc.
Fifth Supplemental Indenture 36
10(f). Ziegler Collateralized Securities, Inc.
Sixth Supplemental Indenture 48
10(g). Guaranty Agreement n/a
10(h). Ziegler Leasing Corporation Credit Agreement n/a
10(i). Ziegler Leasing Corporation Term Agreement n/a
10(j). Nonstatutory Stock Option Agreement n/a
10(k). 1993 Employees' Stock Incentive Plan n/a
11. Computation of Net Income per Common Share 60
12. Statements Re Computation of Ratios n/a
13. 1995 Annual Report to Shareholders of the Company 61
18. Letter Re Change in Accounting Principles n/a
19. Previously Unfiled Document n/a
22. Subsidiaries of the Company 62
23. Published Report Regarding Matters Submitted to Vote of
Security Holders n/a
24. Consent of Arthur Andersen LLP, Independent Public
Accountants 63
25. Power of Attorney n/a
27. Financial Data Schedule 64
28. Proxy Statement of the Company, March 8, 1996 65
29. Information From Reports Furnished to State Insurance
Regulatory Authorities n/a
</TABLE>
<PAGE>
EXHIBIT 10(d)
ZIEGLER COLLATERALIZED SECURITIES, INC.,
Issuer
AND
M&I FIRST NATIONAL BANK,
Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of June 1, 1993
to
INDENTURE
DATED AS OF DECEMBER 1, 1991
CREATING $3,340,000 PRINCIPAL AMOUNT
COLLATERALIZED BONDS, SERIES 3
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of June 1, 1993, between
ZIEGLER COLLATERALIZED SECURITIES, INC., a Wisconsin corporation (together
with its successors as provided in the Indenture referred to be low, the
"Issuer"), and M&I FIRST NATIONAL BANK, a national banking association with
its principal office located at West Bend, Wisconsin (together with its
successors as provided in the Indenture referred to below, the "Trustee"),
as trustee under a Indenture dated as of December 1, 1991 (as amended, the
"Indenture").
PRELIMINARY STATEMENT
Section 10.01 of the Indenture provided, 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 authorized a Series of Bonds, and to specify certain
terms of each Series of Bonds. The Board of Directors of the Issuer has
duly authorized the creation of a Series of Bonds with a aggregate principal
amount of $3,340,000 to be known as the Collateralized Bonds, Series 3
("Series 3 Bonds"), and the Issuer and the Trustee are executing and
delivering this Third Supplemental Indenture in order to provide for the
Series 3 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 3
Bonds, all of the Issuer's right, title and interest in and to (a) the
leases described in Schedule A to this Third Supplemental Indenture which
the Issuer is delivering to the Trustee herewith; (b) the Equipment leased
pursuant to the leases described in Schedule A subject to the option of the
respective Lessors thereunder to purchase such Equipment; (c) the Principal
and Interest Payment Account for the Series 3 Bonds; and (d) all proceeds,
of every kind and nature whatsoever, including, without limitation, proceeds
of proceeds, and the conversions, voluntary or involuntary, of any of the
foregoing into cash or other liquidated property, to secure the Series 3
Bonds equally and ratably without prejudice, priority or distinction between
any Series 3 Bonds and any other Series 3 Bonds by reason of difference in
time of issuance or otherwise, and to secure the payment of the principal
of, and interest on, the Series 3 Bonds in accordance with their terms, all
of the sums payable under the Indenture of this Third Supplemental Indenture
with respect to the Series 3 Bonds and compliance with the provisions of the
Indenture and this Third Supplemental Indenture with respect to the Series 3
Bonds all as provided in the Indenture and this Third Supplemental
Indenture.
Section 1. Terms Defined in the Indenture.
All terms used in this Third 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 Third Supplemental Indenture or the context clearly requires
otherwise.
Section 2. Designation.
The Series 3 Bonds shall be designated as Collateralized Bonds,
Series 3.
Section 3. Form of Series 3 Bonds.
The Series 3 Bonds shall be in substantially the following form:
[FORM OF FACE OF BONDS]
$_________ No. _________
ZIEGLER COLLATERALIZED SECURITIES, INC.
_% COLLATERALIZED BOND, Series 3,
Stated First Interest Interest Payable Issue
Maturity Payment Date on the 1st Day of Date CUSIP
December 1, 1993 December and June 06-30-93
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 anum 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 Semianual Payment
Date through the day immediately preceding the Semianual Payment Date. The
interest so payable on any Semianual 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 Semianual 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 Semianual 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
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 an
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: _________, 19_.
ZIEGLER COLLATERALIZED SECURITIES, INC.
By:/s/Lynn R. Van Horn
Lynn R. Van Horn,
President
Attest:
/s/ Janine R. Schmidt
Janine R. Schmidt
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the series of Bonds referred to in the within-
mentioned Indenture.
M&I FIRST NATIONAL BANK
West Bend, Wisconsin,
Trustee
By:
Authorized Officer
[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 of
Bonds designated on the face hereof (herein called the "Bonds of this
Series"), 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) 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 ode of the
Series 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 in whole or in part, and if in part, by lot
in such manner as may be determined by the Trustee, on any December 1 or
June 1 on or after December 1, 1995 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 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 cash deposit made by the Issuer to the Trustee in connection with the
release of any Defaulted Lease as soon as practicable following such
deposit.
The Bonds of this Series 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 Series 3 Bonds 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 Lease and the purchase of the related
Equipment by the Lessee thereunder as soon as practicable following the
receipt of such proceeds by the Issuer.
Redemption Period Redemption Price
Prior to June 30, 1995 101%
On or after June 30, 1995 100%
If a 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 cash 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 lime 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 thereof 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 4. Aggregate Principal Amount.
The aggregate principal amount of Series 3 Bonds that may be
authenticated and delivered under the Indenture and this Third Supplemental
Indenture is limited to $3,340,000 except for Bonds authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu
of, other Series 3 Bonds pursuant to Sections 3.04, 3.05, 3.06, 10.06 or
12.04 of the Indenture.
Section 5. Maturity and Interest Rates.
Series 3 Bonds shall mature and shall bear interest rates as
follows:
Stated Maturity Amount Interest Rate
June 1, 1994 1,050,000 5.00%
December 1, 1994 520,000 5.25%
June 1, 1995 520,000 5.50%
December 1, 1995 400,000 5.75%
June 1, 1996 370,000 6.00%
December 1, 1996 170,000 6.25%
June 1, 1997 170,000 6.50%
December 1, 1997 70,000 6.75%
June 1, 1998 70,000 6.75%
Section 6. Semiannual Payment Date.
With respect to the Series 3 Bonds, the term Semiannual Payment
Dates shall mean December l and June 1.
Section 7. Redemption of Series 3 Bonds.
The Series 3 Bonds shall be subject to mandatory and optional
redemption prior to maturity, to the extent specifically set forth in the
form of Bond for Series 3 contained in this Third Supplemental Indenture.
Section 8. Redemption Date.
The Series 3 Bonds are subject to redemption at the option of
the Issuer in whole or in part on any December l or June l on or after
December l, 1995. The Series 3 Bonds are subject to mandatory redemption at
any time.
Section 9. Representations and Warranties.
The Issuer hereby makes to the best of its knowledge, the
following representations and warranties with respect to the Leases set
forth on Schedule A below:
(a) The information set forth in the Schedule of Leases
is true and correct in all material respects at the date or
dates respecting which such information is furnished;
(b) Each Lease by its terms permits the Lessor to assign
such Lease and its rights and interests thereunder without the
consent of the Lessee thereunder;
(c) As of the date of execution and delivery of this
Supplemental Indenture, each Lease 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 Lease 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 under the related lease is located, provided that in
general no fixture filings have been made with respect to the
Equipment;
(d) The Issuer acquired the leases in good faith,
without notice of any and adverse claim;
(e) As of the date of execution and delivery of this
Supplemental Indenture, the Issuer is the sole legal owner of
each Lease and the Issuer or the Lessee under such lease is the
sole owner of the related Equipment free and clear of all liens,
security interests and other encumbrances (except for a security
interest which secures the Bonds of such Series or indebtedness
of the Issuer which is subordinate to the prior payment of
principal and interest on the Series 3 Bonds and which is
subordinate to the security interests securing such Series of
Bonds) (a "Subordinate Security Interest"), 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 Lease 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 Lease 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 Lease have not been
waived, altered or modified in any material respect, except by
written instruments included in the Lease File;
(g) As of the date of execution and delivery of this
Supplemental Indenture, insurance policies are in effect which
provide coverage against loss or damage to each item of
Equipment in an amount at least equal to the full insurable
value thereof; and
(h) (i) The aggregate schedules rental payments under
the Leases securing Series 3 Bonds during the six-month periods
ending on each Semiannual Payment Date for such Series of Bonds
to and including the final Stated Maturity of the Series 3 Bonds
together with other funds then held by the Trustee for payment
of principal and interest on the Bonds of such Series on such
Semiannual Payment Date, after deducting all Servicer's fees and
Trustee's fees respecting such Leases and Series 3 Bonds
accruing during such period; plus (ii) such additional funds
held by the Trustee at the commencement of such six-month period
for the purpose of paying the principal of the Bonds of such
series due on such semiannual Payment Date, equal or exceed the
principal of and interest on the Series 3 Bonds which is 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 of such date)
shall survive delivery of the respective Lease Files to the Trustee and
shall continue throughout the terms of the Indenture and this Supplemental
Indenture.
Section 10. Ratio of Net Investment in Leases to Outstanding Principal
Amount of Series.
The Issuer covenants and agrees that so long as any Series 3
Bonds are Outstanding, the Issuer's aggregate net investment (determined in
accordance with generally accepted accounting principles) in the Leases
securing the Series 3 Bonds together with any cash held by the Trustee as
collateral for the Series 3 Bonds (excluding cash held in an amount equal to
the then accrued but unpaid interest on the Series 3 Bonds) shall at all
times be in an amount not less than 110% of the aggregate principal amount
of the Series 3 Bonds then Outstanding.
Section 11. Ratification of Indenture.
As supplemented and amended by this Third Supplemental
Indenture, the Indenture is in all respects ratified and confirmed and the
Indenture as previously amended and as so supplemented by this Third
Supplemental Indenture shall be read, taken and construed as one and the
same instrument.
Section 12. Counterparts.
This Third 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
Third 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.
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,
Trustee
By:/s/ R. L. Stephenson
Sr. Vice Pres.
Attest:
M. F. Hron
Vice President
Acknowledgment of Ziegler Collateralized Securities, Inc.
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 24th day of June, 1993, before me, a Notary Public in
and for said county, the undersigned officer, personally appeared L. R. Van
Horn and J. R. Schmidt, and severally knowledged 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 and President and Secretary, respectively.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
Notary Public, Washington County
/s/ Bonnie Zanow
My commission 4/27/97
[NOTARIAL SEAL]
Acknowledgment of M&I First National Bank
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 25th day of June, 1993, before me, a Notary Public in
and for said county, appears 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 Sr. 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 corporation
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/ Sandra L. Smallish
[NOTARIAL SEAL] Notary Public, Washington County
My Commission 11/10/96
<PAGE>
EXHIBIT 10(e)
ZIEGLER COLLATERALIZED SECURITIES, INC.
Issuer
AND
M&I FIRST NATIONAL BANK,
Trustee
FIFTH SUPPLEMENTAL INDENTURE
Dated as of December 1, 1993
to
INDENTURE
Dated as of December 1, 1991 as amended
CREATING $3,500,000 PRINCIPAL AMOUNT
COLLATERALIZED BONDS, SERIES 4
<PAGE>
FIFTH SUPPLEMENTAL INDENTURE, dated as of December 1, 1993,
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 at West Bend, Wisconsin
(together with its successors 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 Series 4 of Bonds, and to specify certain
terms of each Series 4 of Bonds. The Board of Directors of the Issuer has
duly authorized the creation of a Series 4 of Bonds with its aggregate
principal amount of $3,500,000 to be known as the Collateralized Bonds,
Series 4 (the "Series 4 Bonds"), and the Issuer and the Trustee are
executing and delivering this Fifth Supplemental Indenture in order to
provide for the Series 4 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 4
Bonds, all of the Issuer's right, title and interest in and to (a) the
Pooled Assets described in Schedule A to this Fifth 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 the 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 4 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 4
Bonds equally and ratably without prejudice, priority or distinction between
any Series 4 Bonds and any other Series 4 Bonds by reason of difference in
time of issuance or otherwise, and to secure the payment of the principal
of, and interest on, the Series 4 Bonds in accordance with their terms, all
of the sums payable under the Indenture of this Fifth Supplemental Indenture
with respect to the Series 4 Bonds and compliance with the provisions of the
Indenture and this Fifth Supplemental Indenture with respect to the Series 4
Bonds all as provided in the Indenture and this Fifth Supplemental
Indenture.
Section 1. Terms Defined in the Indenture.
All terms used in this Fifth 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 Fifth Supplemental Indenture or the context clearly requires
otherwise.
Section 2. Designation.
The Series 4 Bonds shall be designated as Collateralized Bonds,
Series 4.
Section 3. Form of Series 4 Bonds.
The Series 4 Bonds shall be in substantially the following form:
[FORM OF FACE OF BOND]
$____________ No.______________
ZIEGLER COLLATERALIZED SECURITIES, INC.
__% COLLATERALIZED BOND, Series 4 __,
Stated First Interest Interest Payable Issue
Maturity Payment Date on the 1st Day of Date CUSIP
June 1, 1994 December and June 12-30-93
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 ad
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 anum 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 the 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: December 1, 1993.
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
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 4 of Bonds referred to in the within-
mentioned Indenture.
M&I FIRST NATIONAL BANK,
Trustee
/s/ R. T. Stephenson
Authorized Officer
[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 4, and is part of the Series 4
of Bonds designated on the face hereof (herein called the "Bonds of this
Series 4"), 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 4) 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 4
which may vary as in the Indenture provided or permitted. All Bonds of each
Series 4 are equally and ratably secured to the extent provided by the
supplemental indenture authorizing such Series 4. This Board is one of the
Series 4 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 4 in whole or in part, and if in part, by
lot in such manner as may be determined by the Trustee, on or after December
1 or June 1 on or after June 1, 1996 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 4 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 4 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 Series 4 Bonds 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 December 30, 1995 101%
On or after December 30, 1995 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 4, 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 4 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 4 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 4 to be
affected, in case one or more, but less than all, of the Series 4 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 4 to be affected in case one or more, but less
than all, such Series 4 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 waver 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 4 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 4. Aggregate Principal Amount.
The aggregate principal amount of Series 4 Bonds that may be
authenticated and delivered under the Indenture and this Fifth Supplemental
Indenture is limited to $3,500,000 except for Bonds authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu
of, other Series 4 Bonds pursuant to Sections 3.04, 3.05, 3.06, 10.06 or
12.04 of the Indenture.
Section 5.Maturity and Interest Rates.
The Series 4 Bonds shall mature and shall bear interest rates as
follows:
Stated Maturity Amount Interest Rate
December 1, 1994 $825,000 4.75%
June 1, 1995 $410,000 5.00%
December 1, 1995 $390,000 5.25%
June 1, 1996 $430,000 5.50%
December 1, 1996 $445,000 5.75%
June 1, 1997 $325,000 6.00%
December 1, 1997 $325,000 6.25%
June 1, 1998 $175,000 6.50%
December 1, 1998 $175,000 6.50%
Section 6. Semiannual Payment Dates.
With respect to the Series 4 Bonds, the term Semiannual Payment
Dates shall mean June 1 and December 1.
Section 7. Redemption of Series 4 Bonds.
The Series 4 Bonds shall be subject to mandatory and optional
redemption prior to maturity, to the extent specifically set forth in the
form of Bond for Series 4 contained in this Fifth Supplemental Indenture.
Section 8. Representations and Warranties.
The Issuer hereby makes to the best of its knowledge, the
following representations and warranties with respect to the Pooled Assets
set forth on Schedule A hereto:
(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 and the Issuer or the Lessee/Debtor under such Pooled
Asset is the sole owner of the related Equipment free and clear of all
liens, security interests and other encumbrances (except for a
security interest which secures the Bonds of such Series 4 or
indebtedness of the Issuer which is subordinate to the prior payment
of principal and interest on the Series 4 Bonds and which is
subordinate to the security interest securing such Series 4 of Bonds)
(a "Subordinate Security Interest"), 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 4 Bonds during the six-month periods ending on
each Semiannual Payment Date for such Series 4 of Bonds to and
including the final Stated Maturity of the Series 4 Bonds after
deducting all Servicer's fees and Trustee's fees respecting such
Pooled Assets and Series 4 Bonds accruing during such period equal or
exceed the principal of and interest on the Series 4 Bonds which is
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 9. Ratio of Net Investment in Pooled Assets to Outstanding
Principal Amount of Series 4 Bonds.
The Issuer covenants and agrees that so long as any Series 4
Bonds are Outstanding, the Issuer's aggregate net investment (determined in
accordance with generally accepted accounting principles) in the Pooled
Assets securing the Series 4 Bonds together with any cash held by the
Trustee as collateral for the Series 4 Bonds (excluding cash held in an
amount equal to the then accrued but unpaid interest on the Series 4 Bonds)
shall at all times be in an amount not less than 110% of the aggregate
principal amount of the Series 4 Bonds then Outstanding.
Section 10. Ratification of Indenture.
As supplemented and amended by this Fifth 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 Fifth Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
Section 11. Counterparts.
This Fifth 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
Fifth 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:Sr. Vice Pres.
Attest:
/s/ M. F. Hron
Title: Vice Pres.
Acknowledgment of Ziegler Collateralized Securities, Inc.
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 30th day of December, 1993, 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.
Notary Public, Washington County
My Commission
[NOTARIAL SEAL]
Acknowledgment of M&I First National Bank
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 28th day of December, 1993, before me, a Notary Public
in and for said County, appeared R. L. 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 Sr. 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. L. Stephenson and M. F. Hron acknowledged said
instrument to be the free act an deed of said Association.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
Notary Public, Washington County, Wisconsin
My Commission
<PAGE>
EXHIBIT 10(f)
ZIEGLER COLLATERALIZED SECURITIES, INC.
Issuer
AND
M&I FIRST NATIONAL BANK,
Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of October 1, 1994
to
INDENTURE
Dated as of December 1, 1991, as amended
CREATING $5,000,000 PRINCIPAL AMOUNT
COLLATERALIZED BONDS, SERIES 5
<PAGE>
SIXTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1994,
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 at West Bend, Wisconsin
(together with its successors 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 Series 5 of Bonds, and to specify certain
terms of each Series 5 of Bonds. The Board of Directors of the Issuer has
duly authorized the creation of a Series 5 of Bonds with an aggregate
principal amount of $5,000,000 to be known as the Collateralized Bonds,
Series 5 (the "Series 5 Bonds"), and the Issuer and the Trustee are
executing and delivering this Sixth Supplemental Indenture in order to
provide for the Series 5 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 5
Bonds, all of the Issuer's right, title and interest in and to (a) the
Pooled Assets described in Schedule A to this Sixth 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 the 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 5 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 5
Bonds equally and ratably without prejudice, priority or distinction between
any Series 5 Bonds and any other Series 5 Bonds by reason of difference in
time of issuance or otherwise, and to secure the payment of the principal
of, and interest on, the Series 5 Bonds in accordance with their terms, all
of the sums payable under the Indenture of this Sixth Supplemental Indenture
with respect to the Series 5 Bonds and compliance with the provisions of the
Indenture and this Sixth Supplemental Indenture with respect to the Series 5
Bonds all as provided in the Indenture and this Sixth Supplemental
Indenture.
Section 1. Terms Defined in the Indenture.
All terms used in this Sixth 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 Sixth Supplemental Indenture or the context clearly requires
otherwise.
Section 2. Designation.
The Series 5 Bonds shall be designated as Collateralized Bonds,
Series 5.
Section 3. Form of Series 5 Bonds.
The Series 5 Bonds shall be in substantially the following form:
[FORM OF FACE OF BOND]
$____________ No.______________
ZIEGLER COLLATERALIZED SECURITIES, INC.
__% COLLATERALIZED BOND, Series 5
Stated First 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 the 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: October 1, 1994.
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
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 5 of Bonds referred to in the within-mentioned
Indenture.
M&I FIRST NATIONAL BANK, Trustee
Authorized Officer
[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 5, and is part of the Series 5
of Bonds designated on the face hereof (herein called the "Bonds of this
Series 5"), 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 5) 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 5
which may vary as in the Indenture provided or permitted. All Bonds of each
Series 5 are equally and ratably secured to the extent provided by the
supplemental indenture authorizing such Series 5. This Bond is one of the
Series 5 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 5 in whole or in part, and if in part, by
lot in such manner as may be determined by the Trustee, on or after April 1,
1997 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 5 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 5 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 Series 5 Bonds 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 October 19, 1996 101%
On or after October 19,1996 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 5, 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 5 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 5 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 5 to be
affected, in case one or more, but less than all, of the Series 5 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 5 to be affected in case one or more, but less
than all, such Series 5 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 5 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 4. Aggregate Principal Amount.
The aggregate principal amount of Series 5 Bonds that may be
authenticated and delivered under the Indenture and this Sixth Supplemental
Indenture is limited to $5,000,000 except for Bonds authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu
of, other Series 5 Bonds pursuant to Sections 3.04,3.05,3.06, 10.06 or 12.04
of the Indenture.
Section 5. Maturity and Interest Rates.
The Series 5 Bonds shall mature and shall bear interest rates as
follows:
Stated Maturity Amount Interest Rate
October 1, 1995 $800,000 6.25%
April 1, 1996 $625,000 6.50%
October 1, 1996 $600,000 6.75%
April 1, 1997 $650,000 6.75%
October 1, 1997 $650,000 7.00%
April 1, 1998 $600,000 7.00%
October 1, 1998 $525,000 7.25%
April 1, 1999 $215,000 7.25%
October 1, 1999 $215,000 7.50%
April 1, 2000 $ 30,000 7.50%
October 1, 2000 $ 30,000 7.75%
April 1, 2001 $ 30,000 7.75%
October 1, 2001 $ 30,000 7.75%
Section 6. Semiannual Payment Dates.
With respect to the Series 5 Bonds, the term Semiannual Payment
Dates shall mean April and October l.
Section 7. Redemption of Series 5 Bonds.
The Series 5 Bonds shall be subject to mandatory and optional
redemption prior to maturity, to the extent specifically set forth in the
form of Bond for Series 5 contained in this Sixth Supplemental Indenture.
Section 8. Representations and Warranties.
The Issuer hereby makes to the best of its knowledge, the
following representations and warranties with respect to the Pooled Assets
set forth on Schedule A hereto:
(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 and the Issuer or the Lessee/Debtor under such
Pooled Asset is the sole owner of the related Equipment free and
clear of all liens, security interests and other encumbrances
(except for a security interest which secures the Bonds of such
Series 5 or indebtedness of the Issuer which is subordinate to
the prior payment of principal and interest on the Series 5
Bonds and which is subordinate to the security interest securing
such Series 5 of Bonds or any blanket lien or prior security
interest of any other secured party of the Lessee or Debtor
under the Pooled Assets, as the case may be, against which
purchase priority in favor of the Issuer or its affiliates has
not been established) (a "Subordinate Security Interest"), 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 5 Bonds during the six-month
periods ending on each Semiannual Payment Date for such Series 5
of Bonds to and including the final Stated Maturity of the
Series 5 Bonds after deducting all Servicer's fees and Trustee's
fees respecting such Pooled Assets and Series 5 Bonds accruing
during such period equal or exceed the principal of and interest
on the Series 5 Bonds which is 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 9. Ratio of Net Investment in Pooled Assets to Outstanding
Principal Amount of Series 5 Bonds.
The Issuer covenants and agrees that so long as any Series 5
Bonds are Outstanding, the Issuer's aggregate net investment (determined in
accordance with generally accepted accounting principles) in the Pooled
Assets securing the Series 5 Bonds together with any cash held by the
Trustee as collateral for the Series 5 Bonds (excluding cash held in an
amount equal to the then accrued but unpaid interest on the Series 5 Bonds)
shall at all times be in an amount not less than 122% of the aggregate
principal amount of the Series 5 Bonds then Outstanding.
Section 10. Ratification of Indenture.
As supplemented and amended by this Sixth 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 Sixth Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
Section 11. Counterparts.
This Sixth 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.
Section 12. Modification of Section 4.02(e) of the Indenture.
Section 4.02(e) of the Indenture is hereby amended to add the
following language in the tenth line of Section 4.02(e) immediately
following the word "above":
(iii) or any blanket lien or prior security interest of
any other secured party of the Lessee or Debtor
under the Pooled Assets, as the case may be, against
which purchase priority in favor of the Issuer or
its affiliates has not been established
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Sixth 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:Exec. Vice Pres.
Attest:
/s/ M. F. Hron
Title: Vice Pres.
Acknowledgment of Ziegler Collateralized Securities, Inc.
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 19th day of October, 1994, 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.
Notary Public, Washington County
/s/ Bonnie Zanow
[NOTARIAL SEAL] My Commission 4/27/97
Acknowledgment of M&I First National Bank
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 19th day of October, 1994, before me, a Notary Public
in and for said County, appeared R. L Stephenson and M. F. Hron of M&I FIRST
NATIONAL BANK, West Bend, Wisconsin, Trustee, to me personally known, who
being 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 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 free act and deed of said Association.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
Notary Public, Washington County
[NOTARIAL SEAL] My Commission
<PAGE>
EXHIBIT 11
COMPUTATION OF NET INCOME PER COMMON SHARE
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
Weighted Average Shares Outstanding
Before Adjustments 2,375,528 2,385,920 2,382,957
Incremented Shares Related to
Restricted Common Stock (1) 16,440 2,666 -
Weighted Average Shares Outstanding 2,391,968 2,388,586 2,382,957
Net Income $4,044,321 $2,005,056 $4,531,024
Per Share Amount $1.69 $ .84 $1.90
</TABLE>
(1) Calculation is based on the treasury stock method using average market
price.
<PAGE>
EXHIBIT 13
1995 ANNUAL REPORT TO SHAREHOLDERS OF THE COMPANY
<PAGE>
EXHIBIT 22
SUBSIDIARIES OF THE COMPANY
<TABLE>
<CAPTION>
Percentage of
Subsidiaries of the Registrant Subsidiary Voting Stock Owned
The Ziegler Companies, Inc. Incorporated by Registrant
<S> <S> <C>
B. C. Ziegler and Company Wisconsin 100%
Ziegler Leasing Corporation Wisconsin 100%
Ziegler Financing Corporation Wisconsin 100%
Ziegler Thrift Trading, Inc. Minnesota 100%
Ziegler Asset Management, Inc. Wisconsin 100%
Ziegler Collateralized Securities, Inc. Wisconsin 100%
First Church Financing Corporation Wisconsin 100%
WRR Environmental Services Co., Inc. Wisconsin 100%
</TABLE>
The Registrant and all of the above subsidiaries are included in the
accompanying consolidated financial statements. Ziegler Leasing Corporation
owns all of the common stock of Ziegler Medical Equipment Group, Inc., a
corporation which refurbishes medical equipment for resale to health care
providers. WRR Environmental Services Co., Inc. owns all of the common
stock of WRR Northwest Enterprises Co., Inc., whose operations are described
above in this Form 10-K under the heading "Corporate and Other" in Part I,
Item 1.
<PAGE>
EXHIBIT 24
CONSENT OF ARTHUR ANDERSEN LLP
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Annual Report on Form 10-K of The Ziegler
Companies, Inc. of our report dated February 2, 1996, included in the 1995
Annual Report to Shareholders of The Ziegler Companies, Inc.
We also consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-39543) of The Ziegler Companies, Inc. and related
Prospectus pertaining to The Ziegler Company, Inc.'s 1989 Employees' Stock
Purchase Plan and in the Registration Statement (Form S-8 No. 33-74636) of
The Ziegler Companies, Inc. and related Prospectus pertaining to The Ziegler
Company, Inc. 1993 Employees' Stock Incentive Plan, of our report dated
February 2, 1996, with respect to the financial statements of The Ziegler
Companies, Inc. incorporated by reference in this Annual Report (Form 10-K)
for the year ended December 31, 1995.
We also consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 33-42723) of Ziegler Collateralized Securities, Inc.
and related Prospectus of our report dated February 2, 1996, with respect to
the financial statements of The Ziegler Companies, Inc. incorporated by
reference in this Annual Report (Form 10-K) for the year ended December 31,
1995.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 22, 1996.
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
<PAGE>
EXHIBIT 28
PROXY STATEMENT
March 8, 1996
<PAGE>
THE ZIEGLER COMPANIES, INC.
SUPPLEMENTAL SCHEDULE TO
THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995, 1994 AND 1993
Report of independent public accountants on supplemental schedule
SCHEDULE II Valuation and Qualifying Accounts
Report of independent public accountants and financial statements of Ziegler
Mortgage Securities, Inc. II (Commission file number: 33-28290, 33-21324,
33-10076, 33-1726 on Form 10-K [33-28290]).
All other schedules are not submitted because they are not applicable or not
required or because the required information is included in the financial
statements as incorporated by reference or notes thereto.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULE
To the Board of Directors of
The Ziegler Companies, Inc.:
We have audited in accordance with generally accepted auditing
standards, the financial statements included in The Ziegler Companies, Inc.
Annual Report to Shareholders incorporated by reference in this Form 10-K,
and have issued our report thereon dated February 2, 1996. Our audit was
made for the purpose of forming an opinion on those statements taken as a
whole. The schedule on page 68 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
February 2, 1996.
<PAGE>
<TABLE>
SCHEDULE II
THE ZIEGLER COMPANIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
Additions
Charged to
Balance at Additions Other Balance at
December 31, Charged to Accounts Deductions December 31,
Description 1994 Expense (Note 3) (Note 1) 1995
<S> <C> <C> <C> <C> <C>
Reserve for loan
losses (Note 2) $1,051,619 $219,405 $624,964 $ (387,018) $1,508,970
<CAPTION>
Additions
Charged to
Balance at Additions Other Balance at
December 31, Charged to Accounts Deductions December 31,
Description 1993 Expense (Note 3) (Note 1) 1994
<S> <C> <C> <C> <C> <C>
Reserve for loan
losses (Note 2) $2,519,931 $335,685 $711,729 $(2,515,726) $1,051,619
<CAPTION>
Additions
Charged to
Balance at Additions Other Balance at
December 31, Charged to Accounts Deductions December 31,
Description 1992 Expense (Note 3) (Note 1) 1993
<S> <C> <C> <C> <C> <C>
Reserve for loan
losses (Note 2) $2,251,704 $165,746 $536,327 $ (433,846) $2,519,931
NOTES:
(1) These deductions represent charge-offs for the purpose for which the reserve was established.
(2) The reserve is offset against the corresponding assets in the balance sheet.
(3) The additions represent adjustments to prior charge-offs.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of
Ziegler Mortgage Securities, Inc. II:
We have audited the accompanying balance sheets of ZIEGLER MORTGAGE
SECURITIES, INC. II (a Wisconsin corporation) as of December 31, 1995 and
1994, and the related statements of operations, changes in stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ziegler Mortgage
Securities, Inc. II as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
February 2, 1996.
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II
BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
ASSETS
Cash $ 83,353 $ 87,263
Money market investments, at cost which
approximates market 341,861 104,483
Demand note with The Ziegler Companies, Inc.,
at cost, which approximates market - 402,205
Total cash and cash equivalents 425,214 593,951
Cash and investments held by trustee, at cost,
which approximates market 4,207,178 4,142,583
Accrued interest receivable 855,783 844,075
Mortgage Certificates, held by trustee (net
of purchase discount of $3,425,237 and
$3,453,038, respectively) 116,345,952 113,401,638
Deferred issuance costs 3,378,116 3,409,878
Total assets $125,212,243 $122,392,125
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued interest payable $ 3,716,958 $ 3,613,928
Mortgage Certificate-Backed Bonds payable 119,908,000 117,018,000
Payable to B. C. Ziegler and Company 67,285 240,197
Total liabilities 123,692,243 120,872,125
Stockholders' Equity:
Preferred Stock, $.10 par value, non-voting,
$9.00 non-cumulative dividend, $100
redemption price;
200,000 shares authorized,
15,000 shares issued and
outstanding, respectively 1,500,000 1,500,000
Common stock, $1 par value,
56,000 shares authorized,
20,000 shares issued and outstanding 20,000 20,000
Retained earnings - -
Total stockholders' equity 1,520,000 1,520,000
Total liabilities and
stockholders' equity $125,212,243 $122,392,125
</TABLE>
The accompanying notes to financial statements are an integral part of these
balance sheets.
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Interest income $10,395,747 $10,129,823 $14,773,591
Gain on sale of mortgage
certificates 228,031 1,014,811 2,237,059
Total revenues 10,623,778 11,144,634 17,010,650
Expenses:
Interest expense 9,764,637 9,654,473 14,443,586
Amortization of deferred
issuance costs 359,513 1,111,631 2,138,311
Management fee 349,925 158,801 179,930
General and administrative 149,703 219,729 248,823
Total expenses 10,623,778 11,144,634 17,010,650
Income before income taxes - - -
Provision for income taxes - - -
Net income $ - $ - $ -
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE>
<TABLE>
ZIEGLER MORTGAGE SECURITIES, INC. II
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
Common Stock Preferred Stock Total
Number Number Stock-
of of Retained holders'
Shares Amount Shares Amount Earnings Equity
<S> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1992 20,000 $20,000 20,000 $2,000,000 $ - $2,020,000
Net income - - - - - -
Balance at
December 31, 1993 20,000 20,000 20,000 2,000,000 - 2,020,000
Redemption of preferred
stock - - (5,000) (500,000) - (500,000)
Net income - - - - - -
Balance at
December 31, 1994 20,000 20,000 15,000 1,500,000 - 1,520,000
Net income - - - - - -
Balance at
December 31, 1995 20,000 $20,000 15,000 $1,500,000 $ - $1,520,000
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ - $ - $ -
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Gain on sale of Mortgage
Certificates (228,031) (1,014,811) (2,237,059)
Discount accretion on
Mortgage Certificates (123,337) (116,878) (163,050)
Amortization of deferred
issuance costs 359,513 1,111,631 2,138,311
Change in assets and
liabilities:
Decrease (Increase) in -
Funds held by trustee (64,595) 20,874,119 (16,403,461)
Accrued interest
receivable (11,708) 119,467 406,615
Receivable from
B. C. Ziegler and Company - - 24,679
Increase (Decrease) in -
Payable to B. C. Ziegler
and Company (172,912) (26,943) 124,504
Accrued interest payable 103,030 (1,430,566) (1,294,567)
Net cash provided by (used in)
operating activities (138,040) 19,516,019 (17,404,028)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired through merger - 55,249 -
Sale and redemption of Mortgage
Certificates 8,011,228 33,126,215 64,362,572
Purchase of Mortgage Certificates (10,604,175) (20,681,090) (15,208,792)
Net cash provided by (used in)
investing activities (2,592,947) 12,500,374 49,153,780
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Mortgage Certificate-
Backed Bonds 10,597,250 20,749,705 15,134,070
Principal payments on Mortgage
Certificate-Backed Bonds (8,035,000) (52,154,000) (46,495,000)
Redemption of preferred stock - (500,000) -
Net cash provided by (used in)
financing activities 2,562,250 (31,904,295) (31,360,930)
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ (168,737) $ 112,098 $ 388,822
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 593,951 481,853 93,031
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 425,214 $ 593,951 $ 481,853
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Interest paid during the year $ 9,661,607 $11,085,000 $15,738,000
Income taxes paid during
the year $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING ACTIVITIES:
Assets acquired through merger,
primarily Mortgage Certificates $ - $ 2,096,000 $ -
Liabilities assumed through
merger, primarily Mortgage
Certificate-Backed Bonds $ - $ 2,151,000 $ -
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(1) Organization -
Ziegler Mortgage Securities, Inc. II (the "Company") is a limited
purpose finance company. The Company was organized to facilitate the
financing of mortgage loans. The common stock of the Company is owned
equally by The Ziegler Companies, Inc. and James G. Pouros.
(2) Summary of Significant Accounting Policies -
Mortgage Certificates are carried at par value less unamortized
purchase discount. The purchase discount on the Mortgage Certificates
is amortized over the life of the related outstanding Mortgage
Certificate- Backed Bonds (the "Bonds") using the bonds outstanding
method which approximates the effective interest rate method. The
market values of the Mortgage Certificates at December 31, 1995 and
1994 were approximately $124,478,000 and $112,825,000, respectively.
Deferred bond issuance costs consist of underwriting discounts and
other expenses of issuance and distribution. Such costs are amortized
over the life of the outstanding Bonds using the bonds outstanding
method which approximates the effective interest rate method.
Cash equivalents are defined as unrestricted short-term investments
maturing within three months of the date of purchase. The $402,205
demand note as of December 31, 1994 with The Ziegler Companies, Inc. is
for funds deposited with The Ziegler Companies, Inc. which have been
invested in daily reverse repurchase agreements collateralized by
securities guaranteed by the full faith and credit of the United
States.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
dates of the financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ
from those estimates.
(3) Mortgage Certificates -
The Mortgage Certificates consist of GNMA Certificates (comprising 89%
of the portfolio as of December 31, 1995) guaranteed by the Government
National Mortgage Association ("GNMA") and/or Guaranteed Mortgage
Pass-Through Certificates (comprising 11% of the portfolio) issued by
the Federal National Mortgage Association ("FNMA") (collectively the
"Mortgage Certificates"). The full and timely payment of the principal
and interest on the GNMA Certificates is guaranteed by GNMA. The GNMA
guaranty is backed by the full faith and credit of the United States
government. FNMA guarantees the payment of principal and interest on
the FNMA Certificates but the FNMA guaranty is not backed by the full
faith and credit of the United States government.
Principal and interest payments received from the Mortgage Certificates
are controlled by the trustee. These funds are utilized to meet the
semiannual interest payments on the Bonds, to reduce the outstanding
principal balance of the Bonds and to pay certain operating expenses of
the Company.
(4) Mortgage Certificate-Backed Bonds Payable -
Bonds outstanding at December 31, 1995, consist of the following:
<TABLE>
<CAPTION>
Outstanding
Principal
Original Amounts
Date of Stated Principal at
Series Rate Bonds Maturity Amounts 12/31/95
<C> <C> <C> <C> <C> <C>
10 8.90% 10/1/86 10/1/21 $ 8,200,000 $ 2,455,000
16 9.00% 5/1/87 1/1/22 4,500,000 2,284,000
18 9.15% 6/1/87 5/1/22 7,372,000 5,804,000
19 9.15% 6/1/87 5/1/22 5,750,000 3,805,000
20 9.00% 7/1/87 6/1/22 5,418,000 3,498,000
21 9.00% 7/1/87 6/1/22 5,266,000 4,881,000
22 9.10% 8/1/87 2/1/21 5,650,000 2,451,000
24 9.20% 10/1/87 2/1/22 5,237,000 4,985,000
33 9.10% 4/1/88 10/15/21 7,054,000 3,658,000
34 9.35% 6/1/88 5/15/23 4,163,000 3,325,000
39 9.40% 8/1/88 8/15/23 5,780,000 3,808,000
40 9.50% 9/1/88 9/15/23 6,800,000 3,917,000
41 9.30% 10/1/88 10/15/23 4,655,000 4,201,000
42 9.20% 10/1/88 10/15/23 4,000,000 3,610,000
45 9.45% 2/1/89 1/15/24 3,950,000 3,827,000
47 9.75% 5/1/89 2/15/24 3,744,000 1,700,000
49 8.45% 7/1/89 7/15/22 2,740,000 2,612,000
52 9.35% 5/1/90 5/15/20 3,000,000 597,000
55 9.00% 9/1/90 10/01/20 3,244,000 683,000
60 8.30% 6/1/91 6/15/24 3,326,000 3,229,000
61 8.00% 9/1/91 11/15/19 3,390,000 1,492,000
62 7.25% 2/1/92 4/15/22 2,925,000 1,545,000
63 7.60% 5/1/92 5/15/22 3,400,000 1,795,000
64 7.40% 6/1/92 6/15/22 3,300,000 1,683,000
65 7.00% 1/1/93 1/15/28 3,029,000 2,974,000
66 7.00% 1/1/93 1/15/28 3,000,000 2,948,000
67 6.40% 3/1/93 12/15/13 3,585,000 3,360,000
68 6.25% 4/1/93 5/01/23 3,000,000 2,609,000
69 6.00% 5/1/93 5/01/23 3,022,000 2,607,000
70 6.00% 3/1/94 11/15/28 3,390,000 3,350,000
71 7.00% 4/1/94 9/20/23 3,015,000 2,767,000
72 7.00% 4/1/94 10/15/23 2,897,000 2,859,000
73 7.00% 4/1/94 4/15/24 3,130,000 3,063,000
74 7.10% 5/1/94 2/15/24 3,145,000 3,104,000
75 7.10% 6/1/94 2/15/24 3,290,000 3,237,000
76 7.35% 9/1/94 9/15/29 2,535,000 2,512,000
77 8.00% 2/1/95 10/15/29 3,066,000 3,049,000
78 7.50% 4/1/95 9/15/29 2,597,000 2,597,000
79 6.75% 6/1/95 6/15/22 2,622,000 2,612,000
80 7.00% 9/1/95 7/15/23 2,640,000 2,640,000
160,827,000 118,133,000
</TABLE>
<TABLE>
<CAPTION>
American Mortgage Securities, Inc.
Mortgage Certificate-Backed Bonds
<C> <C> <C> <C> <C> <C>
5 7.35% 3/1/92 3/01/22 3,000,000 1,775,000
$163,827,000 $119,908,000
</TABLE>
The stated maturities are the dates on which Bonds will be fully paid
assuming no prepayments are received on the Mortgage Certificates which
serve as collateral for the Bonds and no Bonds are called. The stated
maturities of the Bonds will be shortened by prepayments on the
Mortgage Certificates and by any Bond calls.
The Bonds can be redeemed each month without premium under the
following circumstances:
The Company must call the Bonds, to the extent funds are
available, commencing in the twelfth month following the original
issuance of each series or commencing at such time as the
aggregate balance in the redemption fund, as defined in the
prospectus, for each series that reaches $100,000; whichever
occurs first.
The Bonds of any series may be redeemed in whole by the Company
after the third anniversary of the original issuance and,
commencing with Series 16 bonds, at any time as the outstanding
principal amount of such series is less than 10% of the aggregate
principal amount of such series originally issued.
Bondholders can present their Bonds for redemption each month
commencing with the second calendar month following the month in
which each series is originally issued. The Company will redeem
such Bonds to the extent funds are available.
The market values in the secondary bond market of the Bonds outstanding
as of December 31, 1995 and 1994, approximated $120,264,000 and
$111,150,000, respectively.
(5) Related Parties -
B. C. Ziegler and Company, a wholly-owned subsidiary of The Ziegler
Companies, Inc. which owns 50% of the Company's outstanding stock, is
the sole underwriter for the Bonds issued by the Company. In its
capacity as underwriter, B. C. Ziegler and Company received a fee for
its services equal to a percent of the Bonds offered by the Company.
B. C. Ziegler and Company provided management and administrative
services to the Company for which, pursuant to a management agreement
with the Company, they were entitled to receive a management fee not to
exceed .375% of the aggregate outstanding principal amount of bonds
issued by the Company at the last day of the month preceding each
semiannual payment date. Any calculated management fee is
retroactively reduced to such amount (not less than zero) as will
prevent the Company from suffering a loss for each fiscal year.
As of December 31, 1995 and 1994, the Company owed B. C. Ziegler and
Company $67,285 and $97,561, respectively, for accrued management fees.
As of December 31, 1994, the Company also owed B. C. Ziegler and
Company $142,636 which was AMSI indebtedness to B. C. Ziegler and
Company at the time of the merger discussed below. During 1994, the
Company redeemed 5,000 shares of the preferred stock from B. C. Ziegler
and Company, the sole owner of the Company's preferred stock, for
$500,000.
(6) Merger -
Effective December 30, 1994, the Company merged with American Mortgage
Securities, Inc. ("AMSI"), another limited purpose finance company
organized to facilitate the financing of mortgage loans. Prior to the
merger, AMSI was owned 50% by The Ziegler Companies, Inc. and 50% by
Mr. James G. Pouros. The Company was the surviving corporation and
assumed all the assets and liabilities of AMSI at year end 1994. These
assets and liabilities, primarily one outstanding bond issue totaling
$1,961,000 which is collateralized by a separate pool of Mortgage
Certificates totaling $1,966,000, at amortized cost, are included in
the Company's Balance Sheet as of December 31, 1994. The merger
produced no effect on the Company's 1994 operations since it was not
effective until year end.
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ZIEGLER
COMPANIES, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 4,231,808
<RECEIVABLES> 8,047,236
<SECURITIES-RESALE> 0<F1>
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 108,445,848<F2>
<PP&E> 7,090,543
<TOTAL-ASSETS> 155,845,394
<SHORT-TERM> 29,796,420<F3>
<PAYABLES> 8,053,915<F4>
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 50,561,962<F5>
0
0
<COMMON> 3,544,030
<OTHER-SE> 48,697,968
<TOTAL-LIABILITY-AND-EQUITY> 155,845,394
<TRADING-REVENUE> 0<F6>
<INTEREST-DIVIDENDS> 4,327,412
<COMMISSIONS> 0<F6>
<INVESTMENT-BANKING-REVENUES> 30,642,641<F6>
<FEE-REVENUE> 5,869,128
<INTEREST-EXPENSE> 5,568,541
<COMPENSATION> 22,329,471
<INCOME-PRETAX> 6,336,521
<INCOME-PRE-EXTRAORDINARY> 6,336,521
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,044,321
<EPS-PRIMARY> 1.69
<EPS-DILUTED> 1.69
<FN>
<F1>Short-term investments include some securities purchased under resale
agreements.
<F2>Financial instruments include securities inventory, investment in leases,
notes receivable, and investment in and receivables from affiliates.
<F3>Includes short-term notes payable and unsecured notes payable to banks under
line of credit arrangements.
<F4>Includes payable to customers, payable to broker-dealers, accounts payable, and
dividends payable.
<F5>Includes bonds payable and notes payable to banks other than line of credit
borrowings.
<F6>Revenue from investment banking activities includes revenue from trading
activities and commissions.
</FN>
</TABLE>
