<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
( 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 2-67676
C.M. CORP.
(Exact name of registrant as specified in its charter)
Delaware 59-1995931
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
311 Park Place Boulevard, Suite 500, Clearwater, Florida 34619
(Address of principal executive offices)
(813) 791-2111
(Telephone Number)
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 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. _________
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 29, 1996:
None
Number of shares outstanding of the registrant's common stock as of
February 29, 1996:
Class Outstanding at February 29, 1996
Common Stock, $1 par value 1,000 shares
Documents Incorporated by Reference
Registrant's prospectus, dated July 23, 1980 (Registration No.
2-67676), is incorporated by reference in Part I.
Page 1 of 46 Exhibit
Index Located on Pages 32 through 46
<PAGE> 2
PART I
Item 1. Business
- - ------- --------
C.M. Corp., a Delaware corporation (the "Company"), is a
wholly-owned subsidiary of U.S. Home Mortgage Corporation
("Mortgage") which in turn is a wholly-owned subsidiary of U.S.
Home Corporation ("U.S. Home"). The Company was organized
primarily to facilitate the financing of residential mortgage
loans on single-family residences sold by U.S. Home through the
purchase of such loans and the issuance and sale of
mortgage-backed bonds. Since 1982, the Company has not engaged in
activities other than activities with respect to the outstanding
bonds and does not intend to engage in the purchase of loans or
issuance and sale of additional mortgage-backed bonds or any other
business activities.
The Company's business is conducted from the offices of
Mortgage in Clearwater, Florida.
During the period from August 1, 1980 through July 31, 1981,
pursuant to an Indenture, dated as of July 15, 1980, between the
Company and The First National Bank of Chicago as Trustee (the
"Trustee") as amended and supplemented (the "Indenture"), the
Company issued and sold an aggregate principal amount of
$100,000,000 of mortgage-backed bonds ("Bonds") of which
$3,562,000 was outstanding at December 31, 1995. At December 31,
1995, Mortgage has no investment in or advances to the Company.
Each series of Bonds was secured, at the time of issuance,
by assignment to the Trustee of a separate security package
consisting of pledged residential mortgage loans, the related
primary and blanket mortgage insurance policies, the Company's
rights under the applicable servicing agreement with Mortgage, as
servicer, and a cash reserve fund. The foregoing is a summary of
certain of the terms of the Bonds issued under the Indenture by
the Company. Although certain of the terms may vary by series,
each series of Bonds has substantially similar terms. A more
complete description of the remaining Bonds may be found in the
Company's prospectus dated July 23, 1980 (Registration No.
2-67676), which is incorporated herein by reference.
A significant number of conventional residential mortgage
loans in which the Company invested in, and pledged to secure the
Bonds, had high loan-to-value ratios and were secured by property
located in energy-related areas, primarily in Texas, Colorado and
Louisiana, which in the mid 1980's experienced a sharp decline in
real estate values and high foreclosure rates. During 1987, the
Company projected that, based on its recent accelerated claims
experience, it would exhaust the blanket mortgage insurance
coverage for the conventional mortgage pools securing each series
of Bonds. During 1995 and 1993, the Company recorded loan loss
provisions of $166,000 and $92,000, respectively, for estimated
losses associated with its investment loans and foreclosed
properties and there were no loan loss provisions recorded in
1994.
<PAGE> 3
The Company does not have, nor expect to have, any
significant assets other than the mortgage loans, reserve funds
and primary mortgage insurance policies pledged as collateral for
each remaining series of Bonds. Accordingly, the Company's ability
to pay the principal and interest on the Bonds when due depends on
the ongoing cash flows and any liquidation proceeds generated by
the pledged loans and funds available from the reserve funds and
coverage under the primary mortgage insurance policies.
Substantially all of the pledged mortgage loans are insured by
primary mortgage insurance coverage for mortgagor payment defaults
down to approximately 72% of the original value of the underlying
properties on the date of origination of the loans.
The delinquency, restructuring and non-performing loan data
related to the residential mortgage loans held for investment by
the Company at December 31, 1995 and 1994 follows:
1995 1994
---------- -------
Residential Mortgage Loans
(by number of loans) -
Delinquency: (a)
Number delinquent 5 4
Total number of loans 69 83
Percentage 7.25% 4.82%
Restructurings None (b) None (b)
Non-performing (c) (c)
(a) Based on loans one or more months past due including loans in
foreclosure.
(b) Does not include assumed loans.
(c) Included in delinquency statistics; substantially all
residential mortgage loans are insured against mortgagor
defaults down to approximately 72% of the original
loan-to-value ratio on the date of origination of the loans by
private mortgage insurance companies.
Set forth below are the mortgage loan and real estate owned
balances together with delinquency statistics (each by the
outstanding aggregate principal balance and number of loans or
properties) as of February 29, 1996 for each series of Bonds
outstanding on that date.
Series
of Mortgage Loan Real Estate Owned (1) Delinquent Loans (2)
Bonds Principal Number Principal Number Principal Number
----- ---------- ------ --------- ------ --------- ------
A $1,071,548 26 $ - - $102,779 3
B $1,610,797 42 $42,710 1 $ 67,504 2
(1) Aggregate real estate owned balances as of February 29, 1996 for
foreclosed properties awaiting sale as of that date.
<PAGE> 4
(2) Aggregate delinquent mortgage loan balances pledged to each
respective series of Bonds as of February 29, 1996 for loans
past due for 30 or more days on that date.
Under the terms of the Indenture, the Company agreed to provide
the Trustee with the periodic reports filed with the Securities and
Exchange Commission ("SEC") and to provide an annual statement to the
bondholders. However, the Company does not have, nor does it expect
to have, the cash funds to pay for the costs and expenses of (a) the
annual audit of its financial statements required to be included in
the annual report filed with the SEC or (b) the annual statement to
be provided to the bondholders. Accordingly, the accompanying
financial statements and those included in the Company's annual
reports filed with the SEC since 1991 are unaudited and the Company
did not and no longer intends to provide annual statements to the
bondholders which results in non-compliance with a covenant under the
Indenture, permitting the Trustee or holders of 25% of the Bonds to
accelerate their maturity.
The remaining Series A and Series B Bonds have stated
maturities of July 31, and August 31, 2000, respectively. On May 28,
1992, the Trustee notified the Company that an Event of Default (as
defined in the Indenture) had occurred and declared the outstanding
principal balance of all of the remaining Bonds issued under the
Indenture to be immediately due and payable.
Set forth below are the outstanding Bond principal balances
along with the remaining blanket mortgage insurance coverage and cash
reserve funds as of February 29, 1996.
Series of Bond Principal Blanket Mortgage Cash Reserve
Bonds Balance Insurance Coverage Funds
----- -------------- ------------------ ------------
A $1,292,285 None $253,636
B $2,269,500 None $208,209
For additional information, see "Note 4 of Notes to Financial
Statements."
Item 2. Properties
------- ----------
None.
Item 3. Legal Proceedings
------- -----------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
None.
<PAGE> 5
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
------ ----------------------------------------------------
Not applicable.
Item 6. Selected Financial Data
------- -----------------------
SUMMARY OF SELECTED FINANCIAL DATA
FOR THE FIVE YEARS ENDED DECEMBER 31, 1995
(Dollars in Thousands, Except Per Share Data)
Years Ended December 31,
--------------------------------------------
1995 1994 1993 1992 1991
------ ------ ------ ------ -----
OPERATING REVENUES $ 371 $ 474 $ 560 $ 698 $ 867
OPERATING LOSS $ (303) $ (165) $ (196) $ (148) $ (91)
INCOME TAXES $ - $ - $ - $ - $ -
------- ------- ------- ------- -----
NET LOSS $ (303) $ (165) $ (196) $ (148) $ (91)
====== ====== ====== ====== =======
NET LOSS PER COMMON SHARE $ 303 $ 165 $ 196 $ 148 $ 91
DIVIDENDS PER COMMON SHARE $ - $ - $ - $ - $ -
TOTAL ASSETS $1,746 $2,725 $3,257 $4,242 $5,019
TOTAL LONG-TERM DEBT $3,562 $4,228 $4,588 $5,335 $5,967
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
------- -------------------------------------------------
Results of Operations
Interest revenues and expenses decreased during 1995
compared to 1994 and 1994 compared to 1993 due, primarily, to a
reduction in the outstanding principal balances of mortgage loans and
long-term debt. The reductions in the outstanding principal balances
of the mortgage loans and long-term debt are due to principal
repayments of mortgage loans and liquidation of real estate owned
resulting in a corresponding retirement of the related long-term
debt. In addition, provision for losses on loans and real estate
owned increased in 1995 compared to 1994 and 1993 due, primarily, to
additional losses on foreclosed properties. Other expenses decreased
in 1995 as compared to 1994 and 1993 due, primarily, to a reduction
in bond administration costs and expenses.
<PAGE> 6
During 1995 and 1993, the Company recorded provisions of
$166,000 and $92,000, respectively, for estimated losses associated
with its investment loans and foreclosed properties and there were no
loan loss provisions recorded in 1994. These losses are a result of
the continued high costs and losses associated with foreclosure
activity and the exhaustion of the blanket mortgage insurance
coverage to reimburse the Company for such activity. In addition, the
Company's interest expense obligations on the Bonds exceed the
interest revenues earned and collected on the underlying mortgage
loans.
The Company's profitability will continue to be adversely
impacted by future foreclosures and the inadequacy of mortgage
insurance coverage on the loans which are not now delinquent and the
costs and expenses relating to the Events of Default along with
interest expense exceeding interest revenues.
Liquidity
At December 31, 1995, the Company had outstanding
approximately $3,562,000 of Bonds issued pursuant to the Indenture
under two series of publicly held debt. On May 28, 1992, the Trustee
for the Bonds notified the Company that an Event of Default had
occurred and declared the outstanding principal balance of the Bonds
issued under the Indenture to be immediately due and payable. The
Company does not have, nor does it expect to have, any significant
assets other than the mortgage loans, reserve funds and primary
mortgage insurance policies pledged as collateral for each of the
remaining series of Bonds. Accordingly, the Company's ability to pay
the principal and interest on the Bonds when due depends on the
ongoing cash flows and any liquidation proceeds generated by the
pledged loans and the funds available from the cash reserve funds and
coverage under the primary mortgage insurance policies.
Thus far, the Company has made timely payments due to the
bondholders under the terms of the Indenture. However, the Company
believes that the exhaustion of the blanket mortgage insurance
coverage for the Bonds issued by the Company, the anticipated
withdrawal by the Trustee to pay for its trust administration
services and for the expenses and costs of the Events of Default, a
continuation of the high costs and losses associated with
foreclosures on pledged loans and the application by the Company of
certain proceeds from insurance claims, principal prepayments and
foreclosures to payment of interest on the Bonds rather than to
redemptions or prepayments of principal on the Bonds will in the
future cause a deficiency in cash flows available for the payments
due on the related Bonds and the eventual depletion of the cash
reserve funds. Such an event would cause the Company to be unable to
meet its normal debt service requirements under the Indenture. The
Company agrees with the Trustee that any sale of the remaining
collateral by the Trustee will be insufficient to pay the Bonds in
full. Accordingly, holders of Bonds would receive less than the
principal amounts due on their Bonds.
For additional information, see "Note 4 of Notes to Financial
Statements."
<PAGE> 7
Item 8. Financial Statements and Supplementary Data
------- -------------------------------------------
C.M. CORP.
----------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants - omitted*
Balance Sheets - December 31, 1995 and 1994
Statements of Operations - For the Years Ended December 31, 1995, 1994,
and 1993
Statements of Stockholder's Equity - For the Years Ended December
31, 1995, 1994, and 1993
Statements of Cash Flows - For the Years Ended December 31, 1995,
1994, and 1993
Notes to Financial Statements
All schedules of C.M. Corp. are omitted as not applicable or not
required, or the required information is included in the Financial
Statements.
* The Company does not have the cash funds to pay for the costs and
expenses of an audit of its financial statements by independent
certified accountants and, accordingly, the accompanying
statements are unaudited.
<PAGE> 8
C.M. CORP.
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
--------------------------
(Unaudited)*
(Dollars in Thousands)
1995 1994
------- --------
ASSETS
------
RESTRICTED CASH ...................................... $ 521 $ 543
ACCRUED INTEREST RECEIVABLE .......................... 29 36
INVESTMENT IN RESIDENTIAL MORTGAGE LOANS, net ........ 1,196 1,883
REAL ESTATE OWNED .................................... -- 263
------- -------
$ 1,746 $ 2,725
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
LIABILITIES:
Payable to U.S. Home Mortgage Corporation ...... $ 1,364 $ 1,364
Accrued interest and other liabilities ......... 268 278
Long-term debt, in default ..................... 3,562 4,228
------- -------
Total liabilities .......................... 5,194 5,870
------- -------
STOCKHOLDER'S EQUITY:
Common stock, $1 par value, 1,000 shares
authorized and outstanding ............... 1 1
Capital in excess of par value ................. 1,718 1,718
Retained deficit ............................... (5,167) (4,864)
------- -------
Total stockholder's equity ................. (3,448) (3,145)
------- -------
$ 1,746 $ 2,725
======= =======
The accompanying notes are an integral part of these balance sheets.
* The Company does not have the cash funds to pay for the costs and
expenses of an audit of its financial statements by independent
certified accountants and, accordingly, the accompanying statements
are unaudited.
<PAGE> 9
C.M. CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
----------------------------------------------------
(Unaudited)
(Dollars in Thousands)
1995 1994 1993
----- ----- -----
REVENUES:
Interest ................................... $ 371 $ 474 $ 560
EXPENSES:
Interest ................................... 480 535 599
Provision for losses on loans and
real estate owned .................... 166 -- 92
Other ...................................... 28 104 65
----- ----- -----
674 639 756
----- ----- -----
NET LOSS ......................................... $(303) $(165) $(196)
===== ===== =====
The accompanying notes are an integral part of these statements
<PAGE> 10
C.M. CORP.
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
----------------------------------------------------
(Unaudited)
(Dollars in Thousands,
Except Par Value)
Common Capital in
Stock Excess of Retained
$1 Par Par Value Deficit
------ --------- -------
BALANCE, December 31, 1992 ................. $ 1 $ 1,718 $(4,503)
Net loss for the year ...................... -- -- (196)
------- ------- -------
BALANCE, December 31, 1993.................. 1 1,718 (4,699)
Net loss for the year ...................... -- -- (165)
------- ------- -------
BALANCE, December 31, 1994.................. 1 1,718 (4,864)
Net loss for the year ...................... -- -- (303)
------- ------- -------
BALANCE, December 31, 1995.................. $ 1 $ 1,718 $(5,167)
======= ======= =======
The accompanying notes are an integral part of these statements.
<PAGE> 11
C.M. CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
----------------------------------------------------
(Unaudited)
(Dollars in Thousands)
1995 1994 1993
------- ------- -------
Cash Flows From Operating Activities:
Net loss ............................... $ (303) $ (165) $ (196)
Adjustments to reconcile net loss to net
cash provided (used) by operating
activities -
Provision for losses on loans and real
estate owned ........................ 166 -- 92
Amortization of discounts on investments (6) (38) (53)
Changes in assets and liabilities -
Decrease (increase) in receivables
and real estate owned ............... 104 (140) (86)
Decrease in accrued interest and other
liabilities ......................... (10) (7) (42)
------- ------- -------
Net cash used by operating activities ...... (49) (350) (285)
------- ------- -------
Cash Flows From Investing Activities:
Proceeds from investments in residential
mortgage loans ...................... 693 609 835
Decrease in restricted cash ............ 22 101 197
------- ------- -------
Net cash used by financing activities .. 715 710 1,032
------- ------- -------
Cash Flows From Financing Activities:
Repayment of long-term debt ............ (666) (360) (747)
------- ------- -------
Net cash used by financing activities .. (666) (360) (747)
------- ------- -------
Net Change In Cash ......................... -- -- --
Cash At Beginning Of Year .................. -- -- --
------- ------- -------
Cash At End Of Year ........................ $ -- $ -- $ --
======= ======= =======
Supplemental Disclosure:
Interest Paid .......................... $ 490 $ 541 $ 610
======= ======= =======
The accompanying notes are an integral part of these statements.
<PAGE> 12
C.M. CORP.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Dollars in Thousands)
(Unaudited)
(1) SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations and Basis of Presentation -
----------------------------------------------
C.M. Corp., a Delaware corporation (the "Company"), is a
wholly-owned subsidiary of U.S. Home Mortgage Corporation
("Mortgage") which in turn is a wholly-owned subsidiary of U.S. Home
Corporation ("U.S. Home"). The Company was organized to facilitate
the financing of residential mortgage loans on single-family
residences built and sold by U.S. Home through the purchase of loans
and the issuance and sale of mortgage-backed bonds. The Company has
not engaged in activities other than activities with respect to the
outstanding bonds since 1982 and does not intend to engage in the
purchase of loans or issuance and sale of additional mortgage-backed
bonds or any other business activities.
The preparation of consolidated 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 any contingent
assets and liabilities at the date of the consolidated financial
statements and revenues and expenses during the reporting period.
Management's estimates and assumptions are reflective of, among other
things, prevailing market conditions, current operating strategies
and the availability of capital which are all subject to change.
Changes to the aforementioned or other conditions could, in turn,
cause changes in such estimates and assumptions and, as a result,
actual results could differ for the original estimates.
The Company does not have the cash funds to pay for the costs
and expenses of an audit of its financial statements by independent
certified accountants and, accordingly, the accompanying statements
are unaudited.
Financial Instruments -
-----------------------
All of the assets of the Company are pledged under an
Indenture with the Trustee (see Note 4) as collateral for the
outstanding mortgage-backed bonds issued by the Company. The Trustee
has declared the outstanding principal balance of all the remaining
bonds to be immediately due and payable. The payment of the principal
and interest due on the bonds depends on the ongoing cash flows and
any liquidation proceeds generated from the pledged assets. The
disposition and liquidation of the pledged assets to pay the
principal and interest on the bonds is at the discretion and under
the control of the Trustee. The Company has been informed there is no
active secondary market for these bonds.
<PAGE> 13
It is not practical to estimate the fair value of the
Company's long-term debt since the outstanding mortgage-backed bonds
issued by the Company are in default and there is no active secondary
market for these bonds. In addition, the Company does not have any
assets to fund the payable to U.S. Home Mortgage Corporation.
Income Recognition -
--------------------
Discounts applicable to investment in residential mortgage
loans were deferred and amortized to income using the effective
interest rate method over the estimated average life of the loans.
Real Estate Owned -
-------------------
Real estate acquired in settlement of defaulted mortgage loans
is included in the accompanying balance sheets at the lower of its
cost or estimated fair value less related expenses to dispose of the
property. At December 31, 1994, all of the real estate owned was
pledged as collateral for long-term debt.
(2) VALUATION RESERVES:
The Company invested in a significant number of conventional
residential mortgage loans with high loan-to-value ratios that are
located primarily in energy-related areas which in the mid 1980's
experienced a sharp decline in real estate values and high
foreclosure rates. In 1987, the costs and losses associated with the
repossession, maintenance and resale of foreclosed properties
increased due to depressed resale values in these areas which, in
turn, accelerated claims against available blanket mortgage insurance
coverage. During 1987, the Company projected that, based on its
accelerated claim experience, it would exhaust the blanket mortgage
insurance coverage for the conventional mortgage loan pools securing
the mortgage-backed bonds issued by the Company and such coverage was
exhausted during 1988. As a result of the exhaustion of the blanket
mortgage insurance coverage for the mortgage pools, losses have been
and will be incurred by the Company that previously were reimbursed
by the mortgage insurer.
The Company established reserves for losses on loans and real
estate owned which reflect an estimate of the losses that will be
incurred in connection with its investment loans and foreclosed
properties. These reserves are based on management's best estimate of
amounts that will not be reimbursed under insurance policies using
current and historical information. These estimates may change due to
economic and other conditions, the resulting effect of which will be
recognized in the period of change.
The following summarizes valuation reserves for the
years ended December 31, 1995, 1994 and 1993.
<PAGE> 14
Real Estate
Investments Owned
----------- ----------
Balance at December 31, 1992 $ 1,676 $ 78
Provision for losses ....... 44 48
Write-offs ................. -- (32)
Reclassification ........... (132) 132
------- -------
Balance at December 31, 1993 $ 1,588 $ 226
Write-offs ................. -- (105)
Reclassification ........... (44) 44
------- -------
Balance at December 31, 1994 $ 1,544 $ 165
Provision for losses ....... 36 130
Write-offs ................. (14) (317)
Reclassification ........... (22) 22
------- -------
Balance at December 31, 1995 $ 1,544 $ --
======= =======
(3) INVESTMENT IN RESIDENTIAL MORTGAGE LOANS:
At December 31, 1995, the investment in residential mortgage
loans has interest rates ranging from 9.875% to 12.875% per annum
(weighted average interest rate of approximately 10.92%) and
maturities through August 1, 2010. All mortgage loans purchased by
the Company are held for long-term investment and are included in the
accompanying balance sheets at amortized cost net of valuation
reserves. At December 31, 1995 and 1994, all of the investment in
residential mortgage loans were pledged as collateral for long-term
debt (see Note 4).
(4) LONG-TERM DEBT:
In accordance with the terms of the indenture, dated as of
July 15, 1980, between the Company and The First National Bank of
Chicago, as amended and supplemented (the "Indenture"), the Company
issued, in 1980 and 1981, conventional mortgage-backed bonds having
original principal balances of $100,000 ("Bonds") of which $3,562 in
principal amount is outstanding at December 31, 1995. At December 31,
1995, the two remaining series of Bonds have interest rates of 11.75%
and 12.25% per annum and maturities on the last day of July and
August, 2000.
The Company does not have, nor expect to have, any significant
assets other than the mortgage loans, reserve funds and primary
mortgage insurance policies pledged as collateral for each series of
Bonds. Accordingly, its ability to pay the principal of, and interest
on, the Bonds when due depends on the ongoing cash flow and any
liquidation proceeds to be generated by the pledged loans and the
funds available from the reserve funds and coverage under the primary
mortgage insurance policies.
<PAGE> 15
Under the terms of the Indenture, the Company agreed to
provide the Trustee with the periodic reports filed with the
Securities and Exchange Commission ("SEC") and to provide an annual
statement to the bondholders. The Company does not have, nor does it
expect to have, the cash funds to pay for the costs and expenses of
(a) the annual audit of its financial statements required to be
included in the annual report filed with the SEC or (b) the annual
statement to be provided to the bondholders. Accordingly, the
accompanying financial statements and those included in the Company's
annual reports filed with the SEC since 1991 are unaudited and the
Company did not and no longer intends to provide annual statements to
the bondholders which results in non-compliance with a covenant under
the Indenture, permitting the Trustee or holders of 25% of the Bonds
to accelerate their maturity.
On May 28, 1992, the Trustee notified the Company that an
Event of Default (as defined in the Indenture) and a default had
occurred under Section 6.01(4) and Section 6.01(2), respectively, of
the Indenture. The Trustee also declared the outstanding principal
balance of all of the remaining Bonds issued under the Indenture to
be immediately due and payable. Accordingly, pursuant to Section
12.02(a) of the Indenture, the Company will no longer redeem any of
the Bonds.
As part of the Trustee's annual report to bondholders, dated
July 14, 1992, the Trustee notified the bondholders of the notices to
the Company on May 28, 1992 relating to the Event of Default and
default under the Indenture and acceleration of all amounts due on
the remaining Bonds. In addition, the Trustee enclosed a special
report, dated July 2, 1993 ("July Report") with its 1993 annual
report to the bondholders summarizing, among other things, the
remedies available under the Indenture and the actions taken and
proposed to be taken by the Trustee relating to the Events of
Default. The Trustee informed the bondholders in the July Report that
it had retained AM&G Financial Services, Inc. (now known as First
Security Capital Markets and hereinafter referred to as "FSCM") in
the last half of 1992 to review and analyze the collateral securing
the Bonds. The July Report concludes that (a) the proceeds from the
liquidation of the collateral would not be sufficient to pay either
series of bonds in full and (b) the projected future cash flows from
the collateral will also result in a shortfall in repayment of
principal for both series of bonds.
Subsequently, the Trustee mailed another special report, dated
December 3, 1993 ("December Report"), to the bondholders to update
the July Report and advise the bondholders of the course of action
that has been elected by the Trustee. As part of the December Report,
FSCM analyzed the collateral, including the reserve funds, using more
current information as of August 30, 1993 to determine the economic
value to the bondholders of immediately liquidating the collateral
and distributing the proceeds from the liquidation to the
bondholders, compared to the value of holding the collateral intact
over the remaining life of the Bonds and using the income stream
generated from the collateral to pay the Bonds.
<PAGE> 16
Based on this analysis and after considering the additional
costs and risks to maintain the trust estate intact, the Trustee
also stated in the December Report that ". . . the Trustee has
determined not to hold the Trust Estate, but rather to liquidate
the Trust Estate and distribute the proceeds to the Bondholders and
the Indenture will be terminated."
The Trustee informed the bondholders in the Trustee's 1994
annual report to bondholders, dated July 15, 1994, that FSCM
subsequently obtained appraised values and/or brokers' estimated
values for all the properties securing the mortgage loans. Based on
those values, the Trustee now states that, due to the depreciation in
the value of the properties to a greater extent than was assumed
previously, such depreciation in value is likely to have a
significant affect on the bondholders' ultimate recovery of their
investment in the Bonds.
The Trustee issued a special report, dated October 7, 1994, of
the final findings of FSCM in which the Trustee stated their intent
to hold the collateral for the present and review periodically this
decision with FSCM. As part of the Trustee's 1995 annual report to
bondholders, dated July 15, 1995, the Trustee stated it was not aware
of any material change in the assumptions or market conditions used
in their decision in October 1994 to hold the collateral for the
present.
The Trustee requested reimbursement from the Company for costs
of legal counsel and FSCM's collateral evaluation services relating
to the Events of Default and for trust administration services of the
Trustee. The Company does not have, nor does it expect to have, the
cash funds to reimburse the Trustee for these costs. The Trustee may,
in certain instances, apply moneys from the reserve funds or from the
sale of the pledged collateral to the payment of expenses incurred
and advances made by the Trustee pursuant to Section 7.07 of the
Indenture. As of December 31, 1995, the Trustee withdrew on a
cumulative basis $98 from the reserve fund for the Series A Bonds and
the same amount of $98 from the reserve fund for the Series B Bonds
for these costs.
Thus far, the Company has made timely payments due to the
bondholders under the terms of the Indenture. However, the Company
believes that the exhaustion of the blanket mortgage insurance
coverage for the bonds issued by the Company, the anticipated
withdrawal by the Trustee for expenses and advances for its trust
administration services and for the expenses and costs of the Events
of Default, a continuation of the high costs and losses associated
with foreclosures on pledged loans and the application by the Company
of certain proceeds from insurance claims, principal prepayments and
foreclosures to payment of interest on the Bonds rather than to
redemptions or prepayments of principal on the Bonds will in the
future cause a deficiency in cash flows available for the payments
due on the related Bonds and the eventual depletion of the cash
<PAGE> 17
reserve funds. Such an event would cause the Company to be unable to
meet its normal debt service requirements under the Indenture. The
Company agrees with the Trustee that any sale of the remaining
collateral by the Trustee will be insufficient to pay the Bonds in
full. Accordingly, holders of Bonds would receive less than the
principal amounts due on their Bonds.
Mortgage, as servicer, is not obligated to advance delinquent
payments due on the pledged mortgage loans unless it reasonably
believes that such advances will ultimately be recoverable from
mortgage insurance proceeds. On March 27, 1991, Mortgage, as
servicer, advised the Company that it will not advance delinquent
mortgage loan payments due to the uncertainty of the recoverability
of such advances. As a result, the Trustee withdrew a portion of the
reserve funds on March 28, 1991 and March 30, 1992 to make the
required interest payments on the Series B Bonds. In addition to the
withdrawals from the reserve funds by the Trustee for bond
administration costs and expenses, the anticipated cash flow
deficiencies to meet future debt service requirements will also
result in further withdrawals from each of the reserve funds for both
series of bonds until these funds are eventually exhausted.
The Company has two cash reserve funds separately securing
each of the two remaining Bond series. At December 31, 1995, the
balance of each of the cash reserve funds securing the Series A and
Series B Bonds was $251 and $206, respectively. These cash reserve
funds may be invested in certain specified types of investments.
(5) INCOME TAXES:
The Company is included in the consolidated federal income
tax return filed by U.S. Home. The Company records its income tax
provisions on a separate company basis in accordance with an
allocation agreement with U.S. Home. Due to the continued net losses
and uncertainties of the Company, no current or deferred income
taxes have been provided in the financial statements.
(6) TRANSACTIONS WITH AFFILIATED COMPANIES:
Mortgage acts as servicing agent for the mortgage loans owned
by the Company. Mortgage is entitled to a monthly servicing fee on
each pledged loan at an agreed upon minimum rate. Mortgage also
furnishes the Company with bookkeeping, accounting and administrative
services, including services of the officers and employees of
Mortgage without charge to the Company.
<PAGE> 18
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
------- ------------------------------------------------
See note 1 to the financial statements.
PART III
Item 10. Directors and Executive Officers of the Registrant
-------- --------------------------------------------------
The Company's Board of Directors and executive officers during
1995 and their respective ages, length of service as a director and
positions are set forth below:
Served as
Director
Name Age Since Position and Office
--------------- --- ---------- -------------------
James R. Petty 47 1992 Director and President
Ronald C. McCabe 47 1992 Director, Senior Vice
President and
Secretary
Kevin W. Kennedy 41 1992 Director and Senio
Vice President
Virginia S. Casagrande 45 - Vice President,
Controller and
Assistant Secretary
No family relationship exists among any of the directors or
executive officers of the Company.
The term of each of the foregoing directors expires at the
next annual meeting of the stockholder of the Company. Each of the
foregoing executive officers has been elected to serve in the office
indicated until the first meeting of the Board of Directors following
the next annual meeting of the stockholder of the Company or until
his or her successor is elected and qualified.
Mr. Petty has served as President of the Company since September
1980 and has been President of Mortgage since that date. He also
served as Director of the Company from September 1980 until April
1991. Mr. Petty has also been a President of Operations of U.S. Home
since March 1985.
<PAGE> 19
Mr. McCabe has been a Senior Vice President of the Company
since April 1991 and, prior thereto, was Senior Vice President and
Chief Accounting Officer since November 1984. He has also served as
Secretary of the Company since April 1992 and a Director from October
1987 until April 1991. Mr. McCabe has also been Senior Vice
President, Chief Accounting Officer, Chief Financial Officer and
Secretary of Mortgage since April 1992 and, prior thereto, was Senior
Vice President and Chief Accounting Officer since November 1984.
Mr. Kennedy has served as Senior Vice President of the Company
since April 1993 and, prior thereto, as Vice President since March
1988. He has also been a Senior Vice President, Secondary Marketing,
of Mortgage since March 1993 and, prior thereto, has been a Vice
President, Secondary Marketing since April 1988.
Ms. Casagrande has been a Vice President, Controller and
Assistant Secretary of the Company since April 1993. She has also
served as a Vice President, Controller and Assistant Secretary of
Mortgage since August 1992 and, prior thereto, was an Accounting
Manager with Mortgage since October 1991. Previously, Ms. Casagrande
had been a Division Controller for Carlton Homes, Inc. from September
1986 until August 1991.
Item 11. Executive Compensation
-------- ----------------------
The Company does not pay or accrue any fees, salaries or other
forms of compensation to its directors or officers for their
services. The directors and officers receive compensation from
Mortgage for services performed for affiliated entities which may
include services performed for the Company. However, the Company
believes that any compensation attributable to services rendered for
the Company is immaterial.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
-------- ---------------------------------------------------
As of March 15, 1996, Mortgage owned all of the issued and
outstanding stock of the Company.
Item 13. Certain Relationships and Related Transactions
-------- ----------------------------------------------
At December 31, 1995, the remaining payable to Mortgage of
$1,364 consists, primarily, of funds advanced to the Company to
redeem certain series of mortgage-backed bonds.
<PAGE> 20
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
-------- ---------------------------------------------------
(a)1. and 2. The following financial statements are filed as part of this
report. See Index to Financial Statements - Item 8.
(a)3. List of Exhibits
3.1 Certificate of Incorporation of Registrant. Exhibit 3.1
to Registrant's Registration Statement on Form S-ll,
registration No. 2-67676, is incorporated by reference.
3.2 By-Laws of Registrant. Exhibit 3.2 to Registrant's
Registration Statement on Form S-ll, registration No.
2-67676 is incorporated by reference.
4.1 Indenture, dated as of July 15, 1980, between U.S. Home
Finance Corporation, as Issuer, and The First National
Bank of Chicago, as Trustee. Exhibit 4.1 to
Registrant's Registration Statement on Form S-11,
registration No. 2-67676, is incorporated by reference.
4.2 First Supplemental Indenture, dated as of July l5,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.2 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.3 Second Supplemental Indenture, dated as of August l5,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.3 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.4 Third Supplemental Indenture, dated as of October l,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.4 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.5 Fourth Supplemental Indenture, dated as of November l5,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.5 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
<PAGE> 21
4.6 Fifth Supplemental Indenture, dated as of December l5,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.6 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.7 Sixth Supplemental Indenture, dated as of January l5,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.7 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.8 Seventh Supplemental Indenture, dated as of March 9,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.8 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.9 Eighth Supplemental Indenture, dated as of March l5,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.9 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.10 Ninth Supplemental Indenture, dated as of April 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.10 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.11 Tenth Supplemental Indenture, dated as of May l5, 1981,
between U.S. Home Finance Corporation, as Issuer, and
The First National Bank of Chicago, as Trustee. Exhibit
4.11 to Registrant's Registration Statement on Form
S-ll, registration No. 2-67676, is incorporated by
reference.
4.12 Eleventh Supplemental Indenture, dated as of June 15,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.12 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
<PAGE> 22
4.13 Twelfth Supplemental Indenture, dated as of July l5,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.13 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.14 Thirteenth Supplemental Indenture, dated as of July 30,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.2 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference.
4.15 Indenture, dated as of June l5, 1981, between U.S. Home
Finance Corporation, as Issuer, and The First National
Bank of Chicago, as Trustee. Exhibit 4.14 to
Registrant's Registration Statement on Form S-ll,
registration No. 2-73132, is incorporated by reference.
4.16 First Supplemental Indenture, dated as of August 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.15 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.17 Second Supplemental Indenture, dated as of September l,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.16 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.18 Third Supplemental Indenture, dated as of October 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.17 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.19 Fourth Supplemental Indenture, dated as of October 31,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.18 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.20 Fifth Supplemental Indenture, dated as of November l,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.19 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
<PAGE> 23
4.21 Sixth Supplemental Indenture, dated as of December 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.20 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.22 Seventh Supplemental Indenture, dated as of December
21, 1981, between U.S. Home Finance Corporation, as
Issuer, and The First National Bank of Chicago, as
Trustee. Exhibit 4.21 to Registrant's Registration
Statement on Form S-ll, registration No. 2-73132, is
incorporated by reference.
4.23 Eighth Supplemental Indenture, dated as of January 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.22 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.24 Ninth Supplemental Indenture, dated as of February 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.23 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.25 Tenth Supplemental Indenture, dated as of March 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.24 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
<PAGE> 24
4.26 Eleventh Supplemental Indenture, dated as of May 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.25 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference.
4.27 Twelfth Supplemental Indenture, dated as of June 15,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.27 to Registrant's Registration Statement on
Form S-ll, registration No. 2-78099, is incorporated by
reference.
4.28 Thirteenth Supplemental Indenture, dated as of August
15, 1982, between U.S. Home Finance Corporation, as
Issuer, and The First National Bank of Chicago, as
Trustee. Exhibit 4.28 to Registrant's Registration
Statement on Form S-ll, registration No. 2-78099, is
incorporated by reference.
4.29 Fourteenth Supplemental Indenture, dated as of
September 15, 1982, between U.S. Home Finance
Corporation, as Issuer, and The First National Bank of
Chicago, as Trustee. Exhibit 4.29 to Registrant's
Registration Statement on Form S-ll, registration No.
2-78099, is incorporated by reference.
10.1 Underwriting Agreement, dated July 23, 1980, among U.S.
Home Finance Corporation, Edward D. Jones & Co., J.C.
Bradford & Co., and Raymond, James & Associates, Inc.
Exhibit 1.1 to Registrant's Registration Statement on
Form S-11, registration No. 2-67676, is incorporated by
reference.
10.2 Underwriting Agreement, dated September 5, 1980, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.2 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference.
10.3 Underwriting Agreement, dated October 15, 1980, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.3 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference.
10.4 Underwriting Agreement, dated December 17, 1980, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.4 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference.
<PAGE> 25
10.5 Underwriting Agreement, dated January 14, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.5 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference.
10.6 Underwriting Agreement, dated February 25, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.6 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference.
10.7 Underwriting Agreement, dated March 18, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.7 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference.
10.8 Underwriting Agreement, dated April 10, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.8 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference.
10.9 Underwriting Agreement, dated May 20, 1981, among U.S.
Home Finance Corporation, Edward D. Jones & Co., J.C.
Bradford & Co., and Raymond, James & Associates, Inc.
Exhibit 1.9 to Registrant's Registration Statement on
Form S-11, registration No. 2-67676, is incorporated by
reference.
10.10 Underwriting Agreement, dated June 15, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.10 to Registrant's Registration
Statement on Form S-11, registration No. 2-67676, is
incorporated by reference.
10.11 Underwriting Agreement, dated July 16, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.11 to Registrant's Registration
Statement on Form S-11, registration No. 2-67676, is
incorporated by reference.
<PAGE> 26
10.12 Underwriting Agreement, dated August 21, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.12 to Registrant's Registration
Statement on Form S-11, registration No. 2-73132, is
incorporated by reference.
10.13 Underwriting Agreement, dated October 1, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 10.13 to Registrant's Form 10-K for the
year ended December 31, 1981, is incorporated by
reference.
10.14 Underwriting Agreement, dated October 21, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 10.14 to Registrant's Form 10-K for the
year ended December 31, 1981, is incorporated by
reference.
10.15 Underwriting Agreement, dated November 19, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 10.15 to Registrant's Form 10-K for the
year ended December 31, 1981, is incorporated by
reference.
10.16 Underwriting Agreement, dated December 14, 1981,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.16 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference.
10.17 Underwriting Agreement, dated January 21, 1981,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.17 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference.
<PAGE> 27
10.18 Underwriting Agreement, dated February 26, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.18 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference.
10.19 Underwriting Agreement, dated March 17, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.19 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference.
10.20 Underwriting Agreement, dated June 4, 1982, among
U.S. Home Finance Corporation, Edward D. Jones &
Co., J.C. Bradford & Co., and Raymond, James &
Associates, Inc. Exhibit 10.20 to Registrant's
Form 10-K for the year ended December 31, 1982, is
incorporated by reference.
10.21 Underwriting Agreement, dated September 1, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.21 to
Registrant's Form 10-K for the year ended December
31, 1982, is incorporated by reference.
10.22 Underwriting Agreement, dated October 13, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.22 to
Registrant's Form 10-K for the year ended December
31, 1982, is incorporated by reference.
10.23 Servicing Agreement, dated as of July 15, 1980,
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 12.1 to Registrant's Registration
Statement on Form S-11, registration No. 2-67676,
is incorporated by reference.
10.24 Amendment, dated March 15, 1981, to Servicing
Agreement, dated as of July 15, 1980. Exhibit 10.1
to Registrant's Registration Statement on Form
S-11, registration No. 2-67676, is incorporated by
reference.
10.25 Servicing Agreement, dated as of June 15, 1981,
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 10.5 to Registrant's Registration
Statement on Form S-11, registration No. 2-73132,
is incorporated by reference.
<PAGE> 28
10.26 Amendment, dated as of November 2, 1981, to
Servicing Agreement dated as of June 15, 1981
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 10.6 to Registrant's Registration
Statement on Form S-11, registration No. 2-73132,
is incorporated by reference.
10.27 Amendment, dated as of June 15, 1982, to
Servicing Agreement dated as of June 15, 1981
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 10.47 to Registrant's Registration
Statement on Form S-11, registration No. 2-78099,
is incorporated by reference.
10.28 Credit Agreement, dated November 21, 1980, among
The First National Bank of Chicago, U.S. Home
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.10 to
Registrant's Form 10-K for the year ended December
31, 1980, is incorporated by reference.
10.29 Amendment, dated March 26, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit B to
Registrant's Form 10-Q for the quarter ended March
31, 1981, is incorporated by reference.
10.30 Amendment, dated April 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20 to
Registrant's Form 10-Q for the quarter ended June
30, 1981, is incorporated by reference.
10.31 Amendment, dated July 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.1 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference.
10.32 Amendment, dated August 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.2 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference.
<PAGE> 29
10.33 Amendment, dated September 1, 1981, to Credit
Loan Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.3 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference.
10.34 Amendment, dated October 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.4 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference.
10.35 Amendment, dated October 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.5 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference.
10.36 Amendment, dated November 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.6 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference.
10.37 Amendment, dated November 20, 1981, to Credit
Loan Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.38 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference.
10.38 Amendment, dated December 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.33 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference.
10.39 Amendment, dated January 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.34 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference.
<PAGE> 30
10.40 Amendment, dated February 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.35 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference.
10.41 Amendment, dated March 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.36 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference.
10.42 Amendment, dated April 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.1 to
Registrant's Form 10-Q for quarter ended March 31,
1982, is incorporated by reference.
10.43 Amendment, dated June 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.1 to
Registrant's Form 10-Q for quarter ended June 30,
1982, is incorporated by reference.
10.44 Credit Loan Agreement, dated as of June 30, 1982,
among The First National Bank of Chicago, U.S.
Home Mortgage Corporation, U.S. Home Finance
Corporation and U.S. Home Acceptance Corporation.
Exhibit 20.2 to Registrant's Form 10-Q for quarter
ended June 30, 1982, is incorporated by reference.
10.45 Commitment, dated August 6, 1981, to purchase
mortgage loans between U.S. Home Finance
Corporation and U.S. Home Corporation. Exhibit
10.37 to Registrant's Form 10-K for the year ended
December 31, 1981, is incorporated by reference.
10.46 Secured Line of Credit, dated as of January 14,
1983, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation and U.S. Home
Finance Corporation. Exhibit 10.46 to Registrant's
Form 10-K for the year ended December 31, 1982, is
incorporated by reference.
<PAGE> 31
10.47 Typical form of commitment to purchase mortgage
loans, beginning in 1982, between U.S. Home
Finance Corporation and U.S. Home Corporation.
Exhibit 10.47 to Registrant's Form 10-K for the
year ended December 31, 1982, is incorporated by
reference.
10.48 Extension of Secured Line of Credit, dated as of
March 28, 1983, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended March
31, 1983, is incorporated by reference.
10.49 Agreement dated March 25, 1983, among Citibank,
N.A., U.S. Home Finance Corporation and USHAC,
Inc. Exhibit 10.2 to Registrant's Form 10-Q for
the quarter ended March 31, 1983, is incorporated
by reference.
10.50 Extension of Secured Line of Credit, dated June
14, 1983, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended June
30, 1983, is incorporated by reference.
10.51 Credit Agreement, dated as of May 31, 1983, among
The First National Bank of Chicago, U.S. Home
Mortgage Corporation, U.S. Home Finance
Corporation, USH II Corporation and U.S. Home
Acceptance Corporation. Exhibit 10.2 to
Registrant's Form 10-Q for the quarter ended June
30, 1983, is incorporated by reference.
10.52 Secured Line of Credit, dated as of December 1,
1983, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation, U.S. Home Finance
Corporation and U.S. Home Acceptance Corporation.
Exhibit 10.52 to Registrant's Form 10-K for the
year ended December 31, 1983, is incorporated by
reference.
10.53 Extension of Secured Line of Credit, dated
January 16, 1983, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended March
31, 1984, is incorporated by reference.
10.54 Secured Line of Credit, dated as of July 12,
1984, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation and U.S. Home
Finance Corporation. Exhibit 10.54 to Registrant's
Form 10-K for the year ended December 31, 1985, is
incorporated by reference.
<PAGE> 32
10.55 Mortgage Warehouse Agreement, dated as of August
31, 1984, among Citicorp Real Estate, Inc. and
U.S. Home Mortgage Corporation. Exhibit 10.55 to
Registrant's Form 10-K for the year ended December
31, 1985, is incorporated by reference.
10.56 Amendment to Secured Line of Credit, dated August
9, 1985, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation and U.S. Home
Finance Corporation. Exhibit 10.56 to Registrant's
Form 10-K for the year ended December 31, 1985, is
incorporated by reference.
10.57 Amendment to Mortgage Warehouse Agreement, dated
as of July 30, 1985, among Citicorp Real Estate,
Inc. and U.S. Home Mortgage Corporation. Exhibit
10.57 to Registrant's Form 10-K for the year ended
December 31, 1985, is incorporated by reference.
10.58 Amendment to Secured Line of Credit, dated May
23, 1986, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended June
30, 1986, is incorporated by reference.
10.59 Amendment to Secured Line of Credit, dated July
24, 1986, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.2 to
Registrant's Form 10-Q for the quarter ended June
30, 1986, is incorporated by reference.
(b) No report on Form 8-K was filed by the Company during the three
months ended December 31, 1995.
<PAGE> 33
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 28, 1996 C.M. Corp.
By: /s/ James R. Petty
--------------------------------------
James R. Petty
President (principal executive officer)
By: /s/ Ronald C. McCabe
--------------------------------------
Ronald C. McCabe
Senior Vice President, Chief Accounting
Officer and Chief Financial Officer
(principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ James R. Petty Director and President March 28, 1996
------------------ (principal executive officer)
(James R. Petty)
/s/ Ronald C. McCabe Director and Senior Vice March 28, 1996
-------------------- President (principal accounting
(Ronald C. McCabe) officer)
/s/ Kevin W. Kennedy Director and Senior Vice March 28, 1996
-------------------- President
(Kevin W. Kennedy)
<PAGE> 34
INDEX TO EXHIBITS
-----------------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
3.1 Certificate of Incorporation of Registrant. Exhibit 3.1
to Registrant's Registration Statement on Form S-ll,
registration No. 2-67676, is incorporated by reference. *
3.2 By-Laws of Registrant. Exhibit 3.2 to Registrant's
Registration Statement on Form S-ll, registration No.
2-67676 is incorporated by reference. *
4.1 Indenture, dated as of July 15, 1980, between U.S. Home
Finance Corporation, as Issuer, and The First National
Bank of Chicago, as Trustee. Exhibit 4.1 to
Registrant's Registration Statement on Form S-11,
registration No. 2-67676, is incorporated by reference. *
4.2 First Supplemental Indenture, dated as of July l5,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.2 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.3 Second Supplemental Indenture, dated as of August l5,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.3 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.4 Third Supplemental Indenture, dated as of October l,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.4 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.5 Fourth Supplemental Indenture, dated as of November 15,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.5 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
*Incorporated by Reference
<PAGE> 35
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
4.6 Fifth Supplemental Indenture, dated as of December 15,
1980, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.6 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.7 Sixth Supplemental Indenture, dated as of January 15,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.7 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.8 Seventh Supplemental Indenture, dated as of March 9,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.8 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.9 Eighth Supplemental Indenture, dated as of March l5,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.9 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.10 Ninth Supplemental Indenture, dated as of April 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.10 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.11 Tenth Supplemental Indenture, dated as of May l5, 1981,
between U.S. Home Finance Corporation, as Issuer, and
The First National Bank of Chicago, as Trustee. Exhibit
4.11 to Registrant's Registration Statement on Form
S-ll, registration No. 2-67676, is incorporated by
reference. *
4.12 Eleventh Supplemental Indenture, dated as of June 15,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.12 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
*Incorporated by Reference
<PAGE> 36
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
4.13 Twelfth Supplemental Indenture, dated as of July l5,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.13 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.14 Thirteenth Supplemental Indenture, dated as of July 30,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.2 to Registrant's Registration Statement on
Form S-ll, registration No. 2-67676, is incorporated by
reference. *
4.15 Indenture, dated as of June l5, 1981, between U.S. Home
Finance Corporation, as Issuer, and The First National
Bank of Chicago, as Trustee. Exhibit 4.14 to
Registrant's Registration Statement on Form S-ll,
registration No. 2-73132, is incorporated by reference. *
4.16 First Supplemental Indenture, dated as of August 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.15 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.17 Second Supplemental Indenture, dated as of September l,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.16 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.18 Third Supplemental Indenture, dated as of October 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.17 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
*Incorporated by Reference
<PAGE> 37
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
4.19 Fourth Supplemental Indenture, dated as of October 31,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.18 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.20 Fifth Supplemental Indenture, dated as of November l,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.19 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.21 Sixth Supplemental Indenture, dated as of December 1,
1981, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.20 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.22 Seventh Supplemental Indenture, dated as of December
21, 1981, between U.S. Home Finance Corporation, as
Issuer, and The First National Bank of Chicago, as
Trustee. Exhibit 4.21 to Registrant's Registration
Statement on Form S-ll, registration No. 2-73132, is
incorporated by reference. *
4.23 Eighth Supplemental Indenture, dated as of January 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.22 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.24 Ninth Supplemental Indenture, dated as of February 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.23 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.25 Tenth Supplemental Indenture, dated as of March 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.24 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
*Incorporated by Reference
<PAGE> 38
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
4.26 Eleventh Supplemental Indenture, dated as of May 1,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.25 to Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is incorporated by
reference. *
4.27 Twelfth Supplemental Indenture, dated as of June 15,
1982, between U.S. Home Finance Corporation, as Issuer,
and The First National Bank of Chicago, as Trustee.
Exhibit 4.27 to Registrant's Registration Statement on
Form S-ll, registration No. 2-78099, is incorporated by
reference. *
4.28 Thirteenth Supplemental Indenture, dated as of August
15, 1982, between U.S. Home Finance Corporation, as
Issuer, and The First National Bank of Chicago, as
Trustee. Exhibit 4.28 to Registrant's Registration
Statement on Form S-ll, registration No. 2-78099, is
incorporated by reference. *
4.29 Fourteenth Supplemental Indenture, dated as of
September 15, 1982, between U.S. Home Finance
Corporation, as Issuer, and The First National Bank of
Chicago, as Trustee. Exhibit 4.29 to Registrant's
Registration Statement on Form S-ll, registration No.
2-78099, is incorporated by reference. *
*Incorporated by Reference
<PAGE> 39
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.1 Underwriting Agreement, dated July 23, 1980, among U.S.
Home Finance Corporation, Edward D. Jones & Co., J.C.
Bradford & Co., and Raymond, James & Associates, Inc.
Exhibit 1.1 to Registrant's Registration Statement on
Form S-11, registration No. 2-67676, is incorporated by
reference. *
10.2 Underwriting Agreement, dated September 5, 1980, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.2 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference. *
10.3 Underwriting Agreement, dated October 15, 1980, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.3 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference. *
10.4 Underwriting Agreement, dated December 17, 1980, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.4 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference. *
10.5 Underwriting Agreement, dated January 14, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.5 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference. *
10.6 Underwriting Agreement, dated February 25, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.6 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference. *
*Incorporated by Reference
<PAGE> 40
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.7 Underwriting Agreement, dated March 18, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.7 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference. *
10.8 Underwriting Agreement, dated April 10, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.8 to Registrant's Registration Statement
on Form S-11, registration No. 2-67676, is incorporated
by reference. *
10.9 Underwriting Agreement, dated May 20, 1981, among U.S.
Home Finance Corporation, Edward D. Jones & Co., J.C.
Bradford & Co., and Raymond, James & Associates, Inc.
Exhibit 1.9 to Registrant's Registration Statement on
Form S-11, registration No. 2-67676, is incorporated by
reference. *
10.10 Underwriting Agreement, dated June 15, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.10 to Registrant's Registration
Statement on Form S-11, registration No. 2-67676, is
incorporated by reference. *
10.11 Underwriting Agreement, dated July 16, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.11 to Registrant's Registration
Statement on Form S-11, registration No. 2-67676, is
incorporated by reference. *
10.12 Underwriting Agreement, dated August 21, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 1.12 to Registrant's Registration
Statement on Form S-11, registration No. 2-73132, is
incorporated by reference. *
*Incorporated by Reference
<PAGE> 41
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.13 Underwriting Agreement, dated October 1, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 10.13 to Registrant's Form 10-K for the
year ended December 31, 1981, is incorporated by
reference. *
10.14 Underwriting Agreement, dated October 21, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 10.14 to Registrant's Form 10-K for the
year ended December 31, 1981, is incorporated by
reference. *
10.15 Underwriting Agreement, dated November 19, 1981, among
U.S. Home Finance Corporation, Edward D. Jones & Co.,
J.C. Bradford & Co., and Raymond, James & Associates,
Inc. Exhibit 10.15 to Registrant's Form 10-K for the
year ended December 31, 1981, is incorporated by
reference. *
10.16 Underwriting Agreement, dated December 14, 1981,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.16 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference. *
10.17 Underwriting Agreement, dated January 21, 1981,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.17 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference. *
10.18 Underwriting Agreement, dated February 26, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.18 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference. *
*Incorporated by Reference
<PAGE> 42
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.19 Underwriting Agreement, dated March 17, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.19 to
Registrant's Form 10-K for the year ended December
31, 1981, is incorporated by reference. *
10.20 Underwriting Agreement, dated June 4, 1982, among
U.S. Home Finance Corporation, Edward D. Jones &
Co., J.C. Bradford & Co., and Raymond, James &
Associates, Inc. Exhibit 10.20 to Registrant's
Form 10-K for the year ended December 31, 1982, is
incorporated by reference. *
10.21 Underwriting Agreement, dated September 1, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.21 to
Registrant's Form 10-K for the year ended December
31, 1982, is incorporated by reference. *
10.22 Underwriting Agreement, dated October 13, 1982,
among U.S. Home Finance Corporation, Edward D.
Jones & Co., J.C. Bradford & Co., and Raymond,
James & Associates, Inc. Exhibit 10.22 to
Registrant's Form 10-K for the year ended December
31, 1982, is incorporated by reference. *
10.23 Servicing Agreement, dated as of July 15, 1980,
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 12.1 to Registrant's Registration
Statement on Form S-11, registration No. 2-67676,
is incorporated by reference. *
10.24 Amendment, dated March 15, 1981, to Servicing
Agreement, dated as of July 15, 1980. Exhibit 10.1
to Registrant's Registration Statement on Form
S-11, registration No. 2-67676, is incorporated by
reference. *
*Incorporated by Reference
<PAGE> 43
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.25 Servicing Agreement, dated as of June 15, 1981,
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 10.5 to Registrant's Registration
Statement on Form S-11, registration No. 2-73132,
is incorporated by reference. *
10.26 Amendment, dated as of November 2, 1981, to
Servicing Agreement dated as of June 15, 1981
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 10.6 to Registrant's Registration
Statement on Form S-11, registration No. 2-73132,
is incorporated by reference. *
10.27 Amendment, dated as of June 15, 1982, to
Servicing Agreement dated as of June 15, 1981
among U.S. Home Finance Corporation, U.S. Home
Mortgage Corporation and U.S. Home Corporation.
Exhibit 10.47 to Registrant's Registration
Statement on Form S-11, registration No. 2-78099,
is incorporated by reference. *
10.28 Credit Agreement, dated November 21, 1980, among
The First National Bank of Chicago, U.S. Home
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.10 to
Registrant's Form 10-K for the year ended December
31, 1980, is incorporated by reference. *
10.29 Amendment, dated March 26, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit B to
Registrant's Form 10-Q for the quarter ended March
31, 1981, is incorporated by reference. *
10.30 Amendment, dated April 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20 to
Registrant's Form 10-Q for the quarter ended June
30, 1981, is incorporated by reference. *
*Incorporated by Reference
<PAGE> 44
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.31 Amendment, dated July 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.1 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference. *
10.32 Amendment, dated August 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.2 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference. *
10.33 Amendment, dated September 1, 1981, to Credit
Loan Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.3 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference. *
10.34 Amendment, dated October 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.4 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference. *
10.35 Amendment, dated October 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.5 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference. *
10.36 Amendment, dated November 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.6 to
Registrant's Form 10-Q for the quarter ended
September 30, 1981, is incorporated by reference. *
*Incorporated by Reference
<PAGE> 45
INDEX TO EXHIBITS
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.37 Amendment, dated November 20, 1981, to Credit
Loan Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.38 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference. *
10.38 Amendment, dated December 1, 1981, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.33 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference. *
10.39 Amendment, dated January 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.34 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference. *
10.40 Amendment, dated February 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.35 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference. *
10.41 Amendment, dated March 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 10.36 to
Registrant's Form 10-K for year ended December 31,
1981, is incorporated by reference. *
*Incorporated by Reference
<PAGE> 46
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.42 Amendment, dated April 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.1 to
Registrant's Form 10-Q for quarter ended March 31,
1982, is incorporated by reference. *
10.43 Amendment, dated June 1, 1982, to Credit Loan
Agreement, dated November 21, 1980, among The
First National Bank of Chicago, U.S. Home Mortgage
Corporation, U.S. Home Finance Corporation and
U.S. Home Acceptance Corporation. Exhibit 20.1 to
Registrant's Form 10-Q for quarter ended June 30,
1982, is incorporated by reference. *
10.44 Credit Loan Agreement, dated as of June 30, 1982,
among The First National Bank of Chicago, U.S.
Home Mortgage Corporation, U.S. Home Finance
Corporation and U.S. Home Acceptance Corporation.
Exhibit 20.2 to Registrant's Form 10-Q for quarter
ended June 30, 1982, is incorporated by reference. *
10.45 Commitment, dated August 6, 1981, to purchase
mortgage loans between U.S. Home Finance
Corporation and U.S. Home Corporation. Exhibit
10.37 to Registrant's Form 10-K for the year ended
December 31, 1981, is incorporated by reference. *
10.46 Secured Line of Credit, dated as of January 14,
1983, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation and U.S. Home
Finance Corporation. Exhibit 10.46 to Registrant's
Form 10-K for the year ended December 31, 1982, is
incorporated by reference. *
10.47 Typical form of commitment to purchase mortgage
loans, beginning in 1982, between U.S. Home
Finance Corporation and U.S. Home Corporation.
Exhibit 10.47 to Registrant's Form 10-K for the
year ended December 31, 1982, is incorporated by
reference. *
*Incorporated by Reference
<PAGE> 47
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.48 Extension of Secured Line of Credit, dated as of
March 28, 1983, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended March
31, 1983, is incorporated by reference. *
10.49 Agreement dated March 25, 1983, among Citibank,
N.A., U.S. Home Finance Corporation and USHAC,
Inc. Exhibit 10.2 to Registrant's Form 10-Q for
the quarter ended March 31, 1983, is incorporated
by reference. *
10.50 Extension of Secured Line of Credit, dated June
14, 1983, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended June
30, 1983, is incorporated by reference. *
10.51 Credit Agreement, dated as of May 31, 1983, among
The First National Bank of Chicago, U.S. Home
Mortgage Corporation, U.S. Home Finance
Corporation, USH II Corporation and U.S. Home
Acceptance Corporation. Exhibit 10.2 to
Registrant's Form 10-Q for the quarter ended June
30, 1983, is incorporated by reference. *
10.52 Secured Line of Credit, dated as of December 1,
1983, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation, U.S. Home Finance
Corporation and U.S. Home Acceptance Corporation.
Exhibit 10.52 to Registrant's Form 10-K for the
year ended December 31, 1983, is incorporated by
reference. *
10.53 Extension of Secured Line of Credit, dated
January 16, 1983, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended March
31, 1984, is incorporated by reference. *
*Incorporated by Reference
<PAGE> 48
INDEX TO EXHIBITS
-----------------
Continued
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- - ------ ----------- ------
10.54 Secured Line of Credit, dated as of July 12,
1984, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation and U.S. Home
Finance Corporation. Exhibit 10.54 to Registrant's
Form 10-K for the year ended December 31, 1985, is
incorporated by reference. *
10.55 Mortgage Warehouse Agreement, dated as of August
31, 1984, among Citicorp Real Estate, Inc. and
U.S. Home Mortgage Corporation. Exhibit 10.55 to
Registrant's Form 10-K for the year ended December
31, 1985, is incorporated by reference. *
10.56 Amendment to Secured Line of Credit, dated August
9, 1985, among The First National Bank of Chicago,
U.S. Home Mortgage Corporation and U.S. Home
Finance Corporation. Exhibit 10.56 to Registrant's
Form 10-K for the year ended December 31, 1985, is
incorporated by reference. *
10.57 Amendment to Mortgage Warehouse Agreement, dated
as of July 30, 1985, among Citicorp Real Estate,
Inc. and U.S. Home Mortgage Corporation. Exhibit
10.57 to Registrant's Form 10-K for the year ended
December 31, 1985, is incorporated by reference. *
10.58 Amendment to Secured Line of Credit, dated May
23, 1986, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended June
30, 1986, is incorporated by reference. *
10.59 Amendment to Secured Line of Credit, dated July
24, 1986, among The First National Bank of
Chicago, U.S. Home Mortgage Corporation and U.S.
Home Finance Corporation. Exhibit 10.2 to
Registrant's Form 10-Q for the quarter ended June
30, 1986, is incorporated by reference. *
*Incorporated by Reference
