<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
For Annual Report and Transition Reports
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
(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, 1997
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 33759
(Address of principal executive offices, including zip code)
(813) 791-2111
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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 28, 1998: None
<PAGE> 2
Number of shares outstanding of the registrant's common stock as of
February 28, 1998:
Class Outstanding at February 28, 1998
-------------------------- ---------------------------------
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 49
Exhibit Index Located on Pages 34 thru 49
<PAGE> 3
PART I
Item 1. Business
General -
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 $525,300 was outstanding at
both December 31, 1997 and February 28, 1998.
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 Bonds and security
package may be found on pages 6 through 15 in the Company's prospectus
dated July 23, 1980 (Registration No. 2-67676) which is incorporated
herein by reference.
Event of Default -
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 1988, the Company exhausted
the blanket mortgage insurance coverage to cover foreclosure losses on
the conventional mortgage pools securing each series of Bonds. As a
result of the exhaustion of the blanket mortgage insurance for the
mortgage pools, losses have been and may be incurred by the Company
that previously were reimbursed by the mortgage insurer.
<PAGE> 4
The Company does not have, nor did it 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 depended 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.
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 did 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
resulted 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) had occurred and declared the
outstanding principal balance of all of the remaining Bonds issued
under the Indenture to be immediately due and payable.
Loan Sale -
At the end of 1996, the Company obtained bids from unaffiliated
investors/brokers to purchase the remaining loans pledged to secure
the Bonds since most of these loans were current and had good recent
payment histories. The Company requested the consent of the Trustee to
sell the loans at an above par purchase price to the investor with the
highest bid offering to purchase all of the loans which were not in
foreclosure.
The Trustee disclosed in Special Reports to the bondholders that
prior to granting its consent to this proposed sale, the Trustee
requested its mortgage banking affiliate, experienced in the sale of
residential mortgage loans, to review the process by which the Company
obtained the bids to determine if it was likely to have resulted in
receipt of bids fairly reflecting the market for such loans and assess
the fairness of the bid. The Trustee also stated this affiliate
concluded that the bid solicitation process employed by the Company
was appropriate and that the accepted bid was fair. Accordingly, the
Trustee exercised its rights under Section 6.04 of the Indenture and
consented to the sale.
<PAGE> 5
On February 7, 1997, the Company sold without recourse all of its
mortgage loans to this investor except for one loan pledged to secure
the Series B Bonds which was in the process of foreclosure. During
February and March, 1997, the Trustee used the proceeds from this sale
together with payments collected on these loans prior to the sale and
funds from the respective cash reserve funds to pay the Series A Bonds
in full and to make a principal prepayment of $1,642,200 on the Series
B Bonds. At February 28, 1998, the outstanding principal balance of
the Series B Bonds was $525,300.
The Company does not have, nor expect to have, any assets available
to make further payments on the Series B Bonds other than the
remaining cash funds on deposit with the Trustee and the one remaining
foreclosed mortgage loan in the process of liquidation with an
outstanding principal balance of $36,100 and an estimated net
realizable value of $7,000. The Trustee stated in the Special Report
(dated March 28, 1997) sent to the Series B bondholders that the
Trustee expects, and the Company agrees, the proceeds from the
liquidation of this loan will not be sufficient to repay the remaining
principal of the Series B Bonds in full. The Trustee further stated in
this report that, due to such insufficiency, there will be no further
payments of interest on the Series B Bonds. Therefore, at February 28,
1998, the outstanding bond principal balance of $525,300 and interest
accruing on the Series B Bonds is substantially not recoverable and is
expected to result in a loss to the holders of the Series B Bonds.
For additional information, see "Notes 2, 4 and 5 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> 6
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, 1997
(Dollars in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES ............ $ 107 $ 310 $ 371 $ 474 $ 560
OPERATING INCOME (LOSS) ....... $ 11 $ 1,378 $ (303) $ (165) $ (196)
INCOME TAXES .................. $ -- $ -- $ -- $ -- $ --
------ ------- ------- ------- -------
NET INCOME (LOSS) ............. $ 11 $ 1,378 $ (303) $ (165) $ (196)
====== ======= ======= ======= =======
NET INCOME (LOSS) PER COMMON
SHARE ........................ $ 11 $ 1,378 $ (303) $ (165) $ (196)
DIVIDENDS PER COMMON SHARE .... $ -- $ -- $ -- $ -- $ --
TOTAL ASSETS .................. $ 50 $ 2,956 $ 1,746 $ 2,725 $ 3,257
TOTAL LONG-TERM DEBT .......... $ 525 $ 3,396 $ 3,562 $ 4,228 $ 4,588
</TABLE>
<PAGE> 7
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Interest revenues and expenses decreased during 1997 compared to
1996 and 1995 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, primarily, to the sale of substantially all of
the mortgage loans during the first quarter of 1997 and the principal
prepayment of a significant portion of the related long-term debt from
such sale proceeds. In addition, the Company realized a gain from the
sale of these mortgage loans.
As a result of the sale of these loans at an above par purchase
price to an unaffiliated investor, the Company recovered substantially
all of its provision for losses on loans and real estate at December 31,
1996.
Liquidity -
On May 28, 1992, as a result of non-compliance with a covenant
under the Indenture, 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 did 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 depended 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.
Prior to and including the payment made on March 28, 1997 to the
Series B bondholders from the sale of the mortgage loans securing such
series, the Company made timely payments due to the bondholders under
the terms of the Indenture. However, the Company believed 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 under the terms of the Indenture 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 would have in the future caused a deficiency in
cash flows available for the payments due on the related Bonds and the
eventual depletion of the cash reserve funds. In addition, at the end of
1996, the Bonds had stated maturities within 4 years in the year 2000
and there was a significant shortfall in the principal balance and
weighted average interest rate earned on the pledged loans compared to
the corresponding principal balance and interest rates paid on the
Bonds. Such events would have caused the Company at some future date to
be unable to meet its debt service requirements under the Indenture and
holders of Bonds would receive less than the principal amounts due on
their Bonds.
<PAGE> 8
At the end of 1996, the Company obtained bids from unaffiliated
investors/brokers to purchase the remaining loans pledged to secure the
Bonds since most of these loans were current and had good recent payment
histories. The Company requested the consent of the Trustee to sell the
loans at an above par purchase price to the investor with the highest
bid offering to purchase all of the loans which were not in foreclosure.
The Trustee disclosed in Special Reports to the bondholders that
prior to granting its consent to this proposed sale, the Trustee
requested its mortgage banking affiliate, experienced in the sale of
residential mortgage loans, to review the process by which the Company
obtained the bids to determine if it was likely to have resulted in
receipt of bids fairly reflecting the market for such loans and assess
the fairness of the bid. The Trustee also stated this affiliate concluded
that the bid solicitation process employed by the Company was appropriate
and that the accepted bid was fair. Accordingly, the Trustee exercised
its rights under Section 6.04 of the Indenture and consented to the sale.
On February 7, 1997, the Company sold without recourse all of its
mortgage loans to this investor except for one loan in default and
pledged to secure the Series B Bonds which has been subsequently
foreclosed and is awaiting liquidation. During February and March, 1997,
the Trustee used the proceeds from this sale together with payments
collected on these loans prior to the sale and funds from the respective
cash reserve funds to pay the Series A Bonds in full and to make a
principal prepayment of $1,642,200 on the Series B Bonds. At February
28, 1998, the outstanding principal balance of the Series B Bonds was
$525,300.
The Company does not have, nor expect to have, any assets available
to make further payments on the Series B Bonds other than the remaining
cash funds on deposit with the Trustee of $43 and the one remaining
foreclosed mortgage loan in the process of liquidation with an
outstanding principal balance of $36,100 and an estimated net realizable
value of $7,000. The Trustee stated in the Special Report (dated March
28, 1997) sent to the Series B bondholders that the Trustee expects, and
the Company agrees, that the proceeds from the liquidation of this loan
will not be sufficient to repay the remaining principal of the Series B
Bonds in full. The Trustee further stated in this report that, due to
such insufficiency, there will be no further payments of interest on the
Series B Bonds. Therefore, at February 28, 1998, the outstanding bond
principal balance of $525,300 and interest accruing on the Series B
Bonds is substantially not recoverable and is expected to result in a
loss to the holders of the Series B Bonds.
In addition, the Company does not have the funds to repay the
payable of $1,584,000 to U.S. Home Mortgage Corporation.
For additional information, see "Notes 2, 4 and 5 of Notes to
Financial Statements."
<PAGE> 9
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, 1997 and 1996
Statements of Operations - For the Years Ended December 31, 1997, 1996,
and 1995
Statements of Stockholder's Equity - For the Years Ended December 31,
1997, 1996, and 1995
Statements of Cash Flows - For the Years Ended December 31, 1997, 1996,
and 1995
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> 10
C.M. CORP.
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
(Unaudited)*
<TABLE>
<CAPTION>
(Dollars in Thousands)
1997 1996
------- ------
ASSETS
------
<S> <C> <C>
RESTRICTED CASH ............................. $ 43 $ 544
ACCRUED INTEREST RECEIVABLE ................. -- 24
INVESTMENT IN RESIDENTIAL MORTGAGE LOANS, net -- 2,388
REAL ESTATE OWNED ........................... 7 --
------- -------
$ 50 $ 2,956
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
LIABILITIES:
Payable to U.S. Home Mortgage Corporation . $ 1,584 $ 1,584
Accrued interest and other liabilities .... -- 46
Long-term debt, in default ................ 525 3,396
------- -------
Total liabilities ..................... 2,109 5,026
------- -------
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 .......................... (3,778) (3,789)
------- -------
Total stockholder's equity ............ (2,059) (2,070)
------- -------
$ 50 $ 2,956
======= =======
</TABLE>
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> 11
C.M. CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in Thousands)
1997 1996 1995
------- ------- -------
REVENUES:
<S> <C> <C> <C>
Interest ..................... $ 42 $ 310 $ 371
Gain on sale of loans ........ 65 -- --
------- ------- -------
107 310 371
------- ------- -------
EXPENSES:
Interest ..................... 83 422 480
Provision (recovery) of losses
on loans and real estate
owned .................... 7 (1,515) 166
Other ........................ 6 25 28
------- ------- -------
96 (1,068) 674
------- ------- -------
NET INCOME (LOSS) .............. $ 11 $ 1,378 $ (303)
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 12
C.M. CORP.
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in Thousands, Except Par Value)
Common Capital in
Stock Excess of Retained
$1 Par Par Value Deficit
-------- ----------- -----------
<S> <C> <C> <C>
BALANCE, December 31, 1994 $ 1 $ 1,718 $ (4,864)
Net loss for the year - - (303)
-------- -------- ----------
BALANCE, December 31, 1995 1 1,718 (5,167)
Net income for the year - - 1,378
-------- -------- ----------
BALANCE, December 31, 1996 1 1,718 (3,789)
Net income for the year - - 11
-------- -------- ----------
BALANCE, December 31, 1997 $ 1 $ 1,718 $ (3,778)
======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 13
<TABLE>
<CAPTION>
C.M. CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Unaudited)
(Dollars in Thousands)
1997 1996 1995
------- ------- --------
Cash Flows From Operating Activities:
<S> <C> <C> <C>
Net income (loss) .................... $ 11 $ 1,378 $ (303)
Adjustments to reconcile net loss to
net cash provided(used) by operating
activities -
Provision (recovery) of losses on
loans and real estate owned ..... 7 (1,515) 166
Amortization of discounts on
investments ..................... -- -- (6)
Changes in assets and liabilities -
Decrease (increase) in
receivables and real estate
owned ........................ 24 (2) 104
Decrease in accrued interest
and other liabilities ........ (46) (2) (10)
------- ------- -------
Net cash used by operating activities ... (4) (141) (49)
------- ------- -------
Cash Flows From Investing Activities:
Proceeds from investments in
residential mortgage loans ........ 2,374 330 693
Decrease (increase) in restricted cash 501 (23) 22
------- ------- -------
Net cash used by investing activities 2,875 307 715
------- ------- -------
Cash Flows From Financing Activities:
Repayment of long-term debt .......... (2,871) (166) (666)
------- ------- -------
Net cash used by financing activities (2,871) (166) (666)
------- ------- -------
Net Change In Cash ...................... -- -- --
Cash At Beginning Of Year ............... -- -- --
------- ------- -------
Cash At End Of Year ..................... $ -- $ -- $ --
======= ======= =======
Supplemental Disclosure:
Interest Paid ........................ $ 129 $ 425 $ 490
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 14
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 accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles
applicable to a going concern, which contemplate, among other things,
realization of assets and payment of liabilities in the normal course of
business. However, during 1997, the Company sold substantially all of
its mortgage loans and paid off a significant portion of its long-term
debt and plans to cease operations in 1998 (see Notes 2, 4 and 5).
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.
<PAGE> 15
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 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 depended on the ongoing cash flows and the liquidation
proceeds generated from the sale of the pledged assets together with the
remaining amounts in the cash reserve funds (see Notes 2 and 5). The
disposition and liquidation of the pledged assets to pay the principal
and interest on the bonds was at the discretion and under the control of
the Trustee. The Company has been informed there is no active secondary
market for these bonds.
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. At December 31, 1997, the Company believes the proceeds from the
liquidation of the remaining assets pledged to the bonds will not pay
the remaining bonds in full. In addition, the Company does not have any
assets to fund the payable to U.S. Home Mortgage Corporation.
(2) INVESTMENT IN RESIDENTIAL MORTGAGE LOANS:
All mortgage loans purchased by the Company were held for long-term
investment as collateral for long-term debt and were included in the
accompanying balance sheets at amortized cost net of valuation reserves.
During 1997, the Company sold substantially all of its remaining
investment in residential mortgage loans (outstanding principal balance
of $2,366 on the date of purchase) at an above par purchase price to an
unaffiliated investor (see Note 5).
(3) VALUATION RESERVES:
The Company invested in a significant number of conventional
residential mortgage loans with high loan-to-value ratios that were
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
1988, the Company exhausted the blanket mortgage insurance coverage to
cover foreclosure losses on the conventional mortgage loan pools
securing the mortgage-backed bonds issued by the Company. As a result of
the exhaustion of the blanket mortgage insurance coverage for the
mortgage pools, losses have been and may be incurred by the Company that
previously were reimbursed by the mortgage insurer.
<PAGE> 16
The Company established reserves for losses on loans and real estate
owned which reflected an estimate of the losses that would have been
incurred in connection with its investment loans and foreclosed
properties. These reserves were based on management's best estimate of
amounts that would have been realized from the mortgage loans in the
event of foreclosure including any proceeds reimbursed under the primary
mortgage insurance policies using current and historical information.
At December 31, 1996, the Company made a non-cash adjustment to its
valuation reserves to reflect the subsequent sale of substantially all of
the mortgage loans without recourse at an above par purchase price to an
unaffiliated investor (see Note 2).
The following summarizes valuation reserves for the years ended
December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
Real Estate
Investments Owned
----------- -----------
<S> <C> <C>
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 $ -
Recovery of provision for losses (1,492) (23)
Write-offs (8) 1
Reclassification (22) 22
------ ------
Balance at December 31, 1996 $ 22 $ -
Provision for losses - 7
Reclassification (22) 22
------ ------
Balance at December 31, 1997 $ - $ 29
====== ======
</TABLE>
(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 $525 in principal amount is
outstanding at December 31, 1997. At December 31, 1997, the remaining
Series B Bonds have an interest rate of 12.25% per annum and mature on
August 31, 2000.
<PAGE> 17
During 1997, substantially all of the mortgage loans pledged to the
Bonds were sold and the Trustee paid principal on the Bonds in the
amount of $2,871 (see Note 5).
The Company does not have, nor did it 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 depended on the ongoing cash flow and the liquidation
proceeds generated from the sale of the pledged loans and the funds
available from the cash reserve funds and coverage under the primary
mortgage insurance policies.
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 did 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 resulted 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 (consisting of the Series A
and Series B Bonds) to be immediately due and payable. Accordingly,
pursuant to Section 12.02(a) of the Indenture, the Company ceased the
redemption of any of the remaining Bonds.
From 1992 through 1996, the Trustee issued various reports to the
bondholders, from time to time, 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 a report issued to the
bondholders in 1994 that the unaffiliated collateral evaluation service
retained by the Trustee to review and analyze the collateral securing
the Bonds concluded there was a significant depreciation in the value of
the properties securing the mortgage loans and such depreciation in
value was likely to have a significant affect on the bondholders'
ultimate recovery of their investment in the Bonds. The Trustee also
stated in that report their intent to hold the collateral for the
present and this decision was reconfirmed in subsequent reports issued
to the bondholders in 1995 and 1996.
<PAGE> 18
The Trustee requested reimbursement from the Company for costs of
legal counsel and the collateral evaluation service 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. Under the terms of the Indenture,
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. As of December 31,
1997, the Trustee withdrew on a cumulative basis $109 from the reserve
fund for the Series A Bonds and the same amount of $109 from the reserve
fund for the Series B Bonds for these costs.
Prior to and including the payment made on March 28, 1997 to the
Series B bondholders from the sale of the mortgage loans securing such
series, the Company made timely payments due to the bondholders under
the terms of the Indenture. However, the Company believed 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 under the terms of the Indenture 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 would 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. In addition,
at the end of 1996, the Bonds had a stated maturity within the next 4
years in the year 2000 and there was a significant shortfall in the
principal balance and weighted average interest rate earned on the
pledged loans compared to the corresponding principal balance and
interest rates paid on the Bonds. Such events would cause the Company at
some future date to be unable to meet its debt service requirements
under the Indenture and holders of Bonds would receive less than the
principal amounts due on their Bonds.
At the end of 1996, substantially all of the remaining mortgage
loans were current and had good recent payment histories. In order to
minimize the eventual losses to the bondholders, and based on the
highest bid the Company obtained from an investor to purchase these
loans at an above par purchase price, the Trustee agreed with the
Company that it was in the best interest of the bondholders to sell the
loans and distribute the liquidated collateral to them.
<PAGE> 19
Mortgage, as servicer, was 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. During 1991, Mortgage, as servicer, advised the
Company that it would not advance delinquent mortgage loan payments due
to the uncertainty of the recoverability of such advances. As a result,
the Trustee withdrew once each in 1991 and 1992 a portion of the reserve
funds to make the required interest payments on the Series B Bonds and
to make one such payment on the Series A Bonds in 1996. 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 would have also
resulted in further withdrawals from each of the reserve funds for both
series of Bonds until these funds were eventually exhausted. The cash
reserve funds for the Series A Bonds and Series B Bonds were
substantially depleted from the principal payments paid on these Bonds
during the first quarter of 1997. At December 31, 1997, funds on deposit
with the Trustee, including the remaining cash reserve funds, totaled
$43.
(5) LOAN SALE AND BOND PREPAYMENT:
At the end of 1996, the Company obtained bids from unaffiliated
investors/brokers to purchase the remaining loans pledged to secure the
Bonds since most of these loans were current and had good recent payment
histories. The Company requested the consent of the Trustee to sell the
loans to the investor with the highest bid of 102.75% offering to
purchase all of the loans which were not in foreclosure.
As part of the Special Reports the Trustee sent to the Series A
bondholders (dated February 28, 1997) and to the Series B bondholders
(dated March 28, 1997), the Trustee stated in those reports that prior
to granting their consent to this proposed sale, the Trustee requested
its mortgage banking affiliate, experienced in the sale of residential
mortgage loans, to review the process by which the Company obtained the
bids to determine if it was likely to have resulted in receipt of bids
fairly reflecting the market for such loans and assess the fairness of
the bid. The Trustee also stated in these reports that this affiliate
concluded that the bid solicitation process employed by the Company was
appropriate and that the accepted bid was fair. Accordingly, the Trustee
exercised its rights under Section 6.04 of the Indenture and consented
to the sale.
On February 7, 1997, the Company sold, without recourse, all of its
mortgage loans to this investor except for one loan pledged to secure
the Series B Bonds which was in the process of foreclosure. During
February and March, 1997, the Trustee used the proceeds from this sale
together with payments collected on these loans prior to the sale and
funds from the respective cash reserve funds to pay the Series A Bonds
in full and to make a principal prepayment of $1,642 on the Series B
Bonds. At December 31, 1997, the outstanding principal balance of the
Series B Bonds was $525.
<PAGE> 20
The Company does not have, nor expect to have, any assets available
to make further payments on the Series B Bonds other than the remaining
cash funds on deposit with the Trustee and the one remaining foreclosed
mortgage loan in the process of liquidation with an outstanding
principal balance of $36 and estimated net realizable value of $7. The
Trustee stated in the Special Report (dated March 28, 1997) sent to the
Series B bondholders that the Trustee expects, and the Company agrees,
the proceeds from the liquidation of this loan will not be sufficient to
repay the remaining principal of the Series B Bonds in full. The Trustee
further stated in this report that, due to such insufficiency, there
will be no further payments of interest on the Series B Bonds. Based on
this statement by the Trustee, the Company ceased accruing interest
expense payable on the outstanding Series B Bonds. Therefore, at
December 31, 1997, the outstanding bond principal balance of $525 and
interest accruing on the Series B Bonds is substantially not recoverable
and is expected to result in a loss to the holders of the Series B
Bonds.
(6) 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 previous years' losses and future
uncertainties of the Company, no current or deferred income taxes have
been provided in the financial statements.
(7) TRANSACTIONS WITH AFFILIATED COMPANIES:
Mortgage acted as servicing agent for the mortgage loans and
administers the disposition of the one remaining foreclosed mortgage
loan 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.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
See note 1 to the financial statements.
<PAGE> 21
PART III
Item 10. Directors and Executive Officers of the Registrant
The Company's Board of Directors and executive officers during 1997
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 49 1992 Director and President
Ronald C. McCabe 49 1992 Director, Senior Vice President
and Secretary
Virginia S. Casagrande 47 1996 Director, 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.
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.
<PAGE> 22
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.
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 February 28, 1998, Mortgage owned all of the issued and
outstanding stock of the Company.
James R. Petty, President of the Company, beneficially owns 32,786
shares of common stock of U.S. Home Corporation, including 21,667 options
to acquire shares of common stock of which 12,668 are fully exercisable,
and 11,119 shares issued pursuant to a restricted stock plan subject to
forfeited and vesting provisions, all of which constitutes less than 1%
of such outstanding shares of U.S. Home Corporation.
Virginia S. Casagrande, Vice President, Controller of the Company,
beneficially owns 70 shares of common stock of U.S. Home
Corporation which constitutes less than 1% of such outstanding shares.
The directors and executive officers of the Company as a group
beneficially own 32,856 shares of common stock of U.S. Home
Corporation, which constitutes less than 1% of such shares.
No other Director or executive officer of the Company owns any shares
of stock issued by U.S. Home Corporation.
Item 13. Certain Relationships and Related Transactions
At December 31, 1997, the remaining payable to Mortgage of $1,584
consists, primarily, of funds advanced to the Company to redeem certain
series of mortgage-backed bonds. The Company does not have the funds to
repay this payable to Mortgage.
<PAGE> 23
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.
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.
<PAGE> 24
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.
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.
<PAGE> 25
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.
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.
<PAGE> 26
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.
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.
<PAGE> 27
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.
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> 28
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.
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 & o., 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.
<PAGE> 29
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.
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.
<PAGE> 30
10.30 Amendment, dated April 1, 1981, to Credit Loan Agreement,
dated November 21, 1980, among The First National Bank of
Chicago, U.S. Hom 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.
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.
<PAGE> 31
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.
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.
<PAGE> 32
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.
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.
<PAGE> 33
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.
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.
99 Description of the Bonds and Security Package from Pages 6
through 15 to Prospectus, dated July 23, 1980 (Registration
No. 2-67676). Exhibit 99 to Registrant's Form 10-K for the
year ended December 31, 1996, is incorporated by reference.
(b) No report on Form 8-K was filed by the Company during the
three months ended December 31, 1997.
<PAGE> 34
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 30, 1998 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 30, 1998
- -------------------- (principal executive officer)
(James R. Petty)
/s/ Ronald C. McCabe Director and Senior Vice March 30, 1998
- ----------------------- President (principal accounting
(Ronald C. McCabe) officer)
/s/ Virginia S. Casagrande Director, Vice President, March 30, 1998
- --------------------------- Controller and Assistant
(Virginia S. Casagrande) Secretary
<PAGE> 35
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANT WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT:
No annual report to security holders covering the registrant's last
fiscal year or proxy statement, form of proxy or other proxy soliciting
material sent to more than 10 of the registrant's security holders with
respect to any annual or other meeting of security holders has been sent to
any of the registrant's security holders.
<PAGE> 36
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-ll, registration No.2-67676, is
incorporated by reference. *
4.2 First Supplemental 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 4.2 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 15, 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 1, 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-11,
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. *
<PAGE> 37
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 15, 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. *
<PAGE> 38
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
4.11 Tenth Supplemental Indenture, dated as
of May 15, 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. *
4.13 Twelfth Supplemental Indenture, dated
as of July 15, 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
Form 10-Q for the quarter ended
September 30, 1981, is incorporated
herein by reference. *
4.15 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 4.14 to
Registrant's Registration Statement on
Form S-ll, registration No. 2-73132, is
incorporated by reference. *
<PAGE> 39
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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 1, 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 1, 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> 40
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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> 41
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. *
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-ll, registration No. 2-67676,
is incorporated by reference. *
<PAGE> 42
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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-ll, 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-ll, 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-ll, 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-ll, 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-ll, registration No. 2-67676,
is incorporated by reference. *
<PAGE> 43
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-ll, 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-ll, 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-ll, 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-ll, 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-ll, registration No. 2-67676,
is incorporated by reference. *
<PAGE> 44
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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-ll, 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. *
<PAGE> 45
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
10.17 Underwriting Agreement, dated January 21,
1982, 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. *
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, 1981
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, 1981 is incorporated
by reference. *
<PAGE> 46
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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.
and I. M. Simon & Co. Exhibit 10.22 to
Registrant's Form 10-K, for the year
ended December 31, 1981 is
incorporated by reference. *
10.23 Servicing Agreement, dated July 15, 1981,
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-ll, 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-ll, registration No. 2-67676,
is incorporated by reference. *
10.25 Servicing Agreement, dated
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-ll, 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-ll, registration No.
2-73132, is incorporated by reference. *
<PAGE> 47
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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-ll,
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. Amendment to Registrant's
Form 10-Q for 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. Amendment to Registrant's
Form 10-Q for 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. Amendment
to Registrant's Form 10-Q for quarter
ended September 30, 1981, is
incorporated by reference. *
<PAGE> 48
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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. Amendment
to Registrant's Form 10-Q for 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. Amendment to
Registrant's Form 10-Q for 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. Amendment to
Registrant's Form 10-Q for 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. Amendment to
Registrant's Form 10-Q for quarter
ended September 30, 1981, is incorporated
by reference. *
<PAGE> 49
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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. Amendment to
Registrant's Form 10-Q for 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 the 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 the 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 the 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 the year ended December 31, 1981,
is incorporated by reference. *
<PAGE> 50
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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 the 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. *
<PAGE> 51
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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. *
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. *
<PAGE> 52
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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, 1984, 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> 53
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
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 as of 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 the 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. *
<PAGE> 54
INDEX TO EXHIBITS
-----------------
Continued
---------
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
99 Description of the Bonds and Security
Package from Pages 6 through 15 to
Prospectus, dated July 23, 1980
(Registration No. 2-67676). Exhibit 99 to
Registrant's Form 10-K for the year ended
December 31, 1996, is incorporated
by reference. *
*Incorporated by Reference
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This Schedule Contains Summary Financial Information Extracted From The
Financial Statements As Of December 31, 1997 And For The Twelve Months
Then Ended And Is Qualified In Its Entirety By Reference To Such
Financial Statements.
</LEGEND>
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<TOTAL-ASSETS> 50
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<BONDS> 525
0
0
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