<PAGE>
As filed with the Securities and Exchange Commission on February 10, 2000.
Registration No. 333-94131
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
(Exact Name of Registrant as Specified in its Charter)
Washington 601 West First Avenue 91-0609840
(State or other Spokane, Washington (I.R.S. Employer
jurisdiction of 99201-5015 Identification No.)
incorporation or (509) 838-3111
organization)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
C. Paul Sandifur, Jr., President
Metropolitan Mortgage & Securities Co., Inc.
601 West First Avenue
Spokane, Washington 99201-5015
(509) 838-3111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
Robert J. Ahrenholz, Esq.
Michael Agostinelli, Esq.
Kutak Rock LLP
General Counsel
601 West First Avenue 717 Seventeenth Street, Suite 2900
Spokane, Washington 99201 Denver, Colorado 80202
(509) 838-3111 (303) 297-2400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission acting pursuant to said
Section 8(a) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement also relates to securities registered
and remaining unissued under Registration Statement No. 333-71087 previously
filed by the Registrant. This Registration Statement also constitutes post-
effective amendment No. 1 to Registration Statement No. 333-71087.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. These +
+securities may not be sold nor may offers to buy be accepted before the time +
+this prospectus is delivered in final form. This prospectus is not an offer +
+to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion dated Febuary 10, 2000.
PROSPECTUS
[LOGO OF METROPOLITAN MORTGAGE]
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
$100,000,000 Investment Debentures, Series III
Metropolitan is offering investment debentures with the following terms:
. The debentures are unsecured debt instruments, senior only to our outstanding
equity securities.
. The debentures rank equally with our unsecured debt and are subordinate to
all of our secured debt
<TABLE>
<CAPTION>
Minimum Annual
Investment Term to Maturity Interest Rate(1)
---------- -------------------------- ----------------
<S> <C> <C>
$100 120 Months 8.500%
$100 96 to 119 Months 8.375%
$100 72 to 95 Months 8.250%
$100 60 to 71 Months 8.000%
$100 48 to 59 Months 7.000%
$100 36 to 47 Months 6.750%
$100 24 to 35 Months 6.500%
$100 12 to 23 Months 6.250%
$250,000 120 Months 8.750%
$250,000 96 to 119 Months 8.625%
$250,000 72 to 95 Months 8.500%
$250,000 60 to 71 Months 8.375%
Installment Payment Option
$2,000 60 to 120 Months 6.500%
</TABLE>
- -----
(1) You may elect one of three options to receive principal and interest
payments on the debentures: (1) to receive interest monthly, quarterly,
semi-annually or annually, without compounding, (2) to leave the interest
with Metropolitan and it will compound semi-annually, or (3) at the above
identified installment terms, to receive equal monthly installments of
principal and interest in accordance with an amortization schedule that you
select.
You should consider carefully the risk factors beginning on page 8 in this
prospectus.
<TABLE>
<CAPTION>
Per
Debenture Total
----------- ------------------------
<S> <C> <C>
Public offering price.................... 100% $100,000,000
Underwriting discounts and
commissions* ........................... 0% to 6% None-$6,000,000
Maximum proceeds to Metropolitan (before
expenses)............................... 100% to 94% $100,000,000-$94,000,000
</TABLE>
- -----
* You will not incur a direct sales charge. Debentures earn interest, without
deduction for underwriting discounts or commissions. We will reimburse our
underwriters for commissions paid to licensed securities sales
representatives. Sales commission rates on the sale of debentures depend upon
the terms of the sale and upon whether the sales are reinvestments or new
purchases. See "PLAN OF DISTRIBUTION."
. Currently, there is no trading market for the debentures and you should not
expect one to be established in the future.
. The debentures are being issued only in book-entry form.
. This offering of debentures is subject to withdrawal or cancellation by
Metropolitan without notice.
. We are offering the debentures on a continuous, best efforts basis, and there
is no minimum amount of debentures that must be sold.
. You may not purchase debentures pursuant to this prospectus after January 31,
2001.
The debentures are obligations of our company and they are not insured or
guaranteed by any governmental agency, any insurance company, any affiliate of
our company or any other person or entity.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.
METROPOLITAN INVESTMENT SECURITIES, INC.
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
FORWARD-LOOKING STATEMENTS................................................. 2
PROSPECTUS SUMMARY......................................................... 3
RISK FACTORS............................................................... 8
USE OF PROCEEDS............................................................ 9
DESCRIPTION OF DEBENTURES.................................................. 9
PLAN OF DISTRIBUTION....................................................... 12
LEGAL MATTERS.............................................................. 13
EXPERTS.................................................................... 13
AVAILABLE INFORMATION...................................................... 13
INCORPORATION OF DOCUMENTS BY REFERENCE.................................... 13
</TABLE>
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We based these forward-
looking statements on our current expectations and projections about future
events. These forward-looking statements are subject to risks, uncertainties,
and assumptions about Metropolitan, including:
. Our anticipated growth strategies,
. Anticipated trends in our businesses, including trends in the markets for
insurance, mortgages, annuities and real estate,
. Future interest rate trends, movements and fluctuations,
. Future expenditures for purchasing receivables, and
. Our ability to continue to control costs and accurately price the risk of
default on the payment of receivables.
----------------
You should only rely on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
2
<PAGE>
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information that
you should consider before investing in the debentures. You should read both
this prospectus and the attached Annual Report on Form 10-K of Metropolitan for
the fiscal year ended September 30, 1999, carefully before you make your
investment decision.
The Metropolitan Consolidated Group Of Companies
General
Metropolitan was incorporated in the State of Washington in January 1953.
Its principal executive offices are located at 601 West First Avenue, Spokane,
Washington 99201-5015. Its mailing address is P.O. Box 2162, Spokane,
Washington 99210-2162 and its telephone number is (509) 838-3111. Metropolitan
and its subsidiaries are collectively referred to in this prospectus as the
"consolidated group," while the terms "Metropolitan," "we" and "our" refer
solely to the parent company, Metropolitan Mortgage & Securities Co., Inc.
History
Metropolitan's controlling shareholder is C. Paul Sandifur, Jr. Mr. Sandifur
has control through his voting power over a family trust and through his direct
ownership of common stock. See "Item 12" in Metropolitan's Annual Report on
Form 10-K for the year ended September 30, 1999, which is attached to this
prospectus. As a result of Mr. Sandifur's common control, we have several other
affiliates, including Summit Securities, Inc., Old Standard Life Insurance
Company and Old West Annuity & Life Insurance Company. Collectively, these
affiliated companies are referred to as "affiliated companies." The chart on
the next page depicts the relationship of some of the significant companies in
the Metropolitan consolidated group, which excludes affiliated companies that
are not subsidiaries of Metropolitan.
Business
The consolidated group is engaged in a nationwide business of acquiring,
holding, selling and securitizing receivables. These receivables include real
estate contracts and promissory notes that are secured by first position liens
on real estate. The consolidated group also invests in receivables consisting
of real estate contracts and promissory notes secured by second and lower
position liens, structured settlements, annuities, lottery prizes, equipment
leases and other investments. The receivables secured by real estate are
typically non-conventional because they were either financed by the sellers of
the properties involved or they were originated by institutional lenders who
originate loans for borrowers with impaired credit or for non-conventional
properties. In addition to receivables, the consolidated group invests in other
assets, including U.S. Treasury obligations, corporate bonds and other
securities.
The consolidated group's capital to invest in these receivables comes from
several sources. The consolidated group uses funds generated from the sale and
securitization of receivables, collateralized borrowings, receivable cash
flows, the sale of annuities, the sale of debt and equity securities, the sale
of real estate and securities portfolio earnings.
The consolidated group provides services to the affiliated companies for a
fee and engages in various business transactions with the affiliated companies.
Metropolitan provides receivable acquisition services to the affiliated
companies and to our insurance subsidiary, Western United Life Assurance
Company. Metropolitan's wholly owned subsidiary, Metwest Mortgage Services,
Inc., conducts receivable collection and servicing activities for the
affiliated companies, Metropolitan and Western United.
3
<PAGE>
The consolidated group owns various properties acquired through repossession
and other sources. These properties are held for sale and/or development. For a
more detailed discussion of the business of the consolidated group, see "Item
1" in Metropolitan's Annual Report filed on Form 10-K for the year ended
September 30, 1999, which is attached to this prospectus.
Organizational Chart
(as of September 30, 1999)
The chart below lists the consolidated group's principal operating
subsidiaries and their ownership.
[CHART]
- --------
* The remaining 3.5% of Consumers Group Holding Co., Inc. is owned by Summit
Securities, Inc.
Metropolitan Mortgage & Securities Co., Inc.: Parent organization; invests
in receivables and other investments, including real estate development, which
are principally funded by proceeds from receivable investments, other
investments, and securities offerings.
Consumers Group Holding Co., Inc.: A holding company; its sole business
activity is being a shareholder of Consumers Insurance Co., Inc.
Consumers Insurance Company: Inactive property and casualty insurer; its
principal business activity is being a shareholder of Western United Life
Assurance Company.
Western United Life Assurance Company: Metropolitan's largest subsidiary and
largest company within the consolidated group; is engaged in investing in
receivables and other investments principally funded by annuity contract sales
and premiums from the sale of life insurance policies.
Metwest Mortgage Services, Inc.: Performs loan origination, collection and
servicing functions. It is an FHA/HUD licensed servicer and lender and is
licensed as a Fannie Mae seller/servicer.
4
<PAGE>
Summary of the Debenture Offering
Debenture offering............ We are offering $100,000,000 in principal
amount of investment debentures, series III.
They will be issued at the minimum investment
amounts, terms and rates listed on the cover
page of this prospectus. There is no minimum
amount of debentures that must be sold.
Debentures will be issued only in book-entry
form. See "DESCRIPTION OF DEBENTURES."
Debentures.................... The debentures are unsecured debt instruments
of Metropolitan. At September 30, 1999, we had
outstanding approximately $198,889,000,
including principal and compounded and accrued
interest, of debenture debt and $137,345,000,
including principal and accrued interest, of
collateralized debt and similar obligations.
See "CAPITALIZATION."
Principal and interest You may elect one of three options to receive
payments...................... principal and interest payments on the
debentures: (1) to receive interest monthly,
quarterly, semi-annually or annually, without
compounding, (2) to leave the interest with
Metropolitan and it will compound semi-
annually, or (3) for the debentures purchased
under the installment option, equal monthly
installments of principal and interest in
accordance with an amortization schedule that
you select. We may change the minimum
investment amounts, terms and interest rates on
unissued debentures offered in this prospectus
from time to time by supplementing this
prospectus. The terms of debentures issued
prior to any change will not be affected by the
change. See "DESCRIPTION OF DEBENTURES--Payment
of Principal and Interest."
Use of proceeds............... We will use the proceeds from the sales of this
debenture offering to invest in receivables and
to make other investments, which may include
investments in existing subsidiaries, new
business ventures or to acquire other
companies. We may also use the proceeds to
retire maturing debentures, pay preferred stock
dividends, for property development and for
general corporate purposes. See "USE OF
PROCEEDS."
Risk factors.................. Your investment in the debentures involves
risk. You should review the risks described in
this prospectus and those described in the
attached Annual Report on Form 10-K of
Metropolitan, before you invest in the
debentures. See "RISK FACTORS" for a discussion
of the risks associated with investing in the
debentures.
5
<PAGE>
Capitalization
The following table shows the capitalization of the consolidated group at
September 30, 1999.
<TABLE>
<CAPTION>
Amount
Class Outstanding
----- ------------
<S> <C>
Debt Payable:
Advances under funding facility with Bank of America, interest
at 6.383% per annum; due on March 24, 2000; collateralized by
$65,505,000 in real estate contracts and mortgage notes........ $ 62,908,030
Reverse repurchase agreements with Seattle Northwest; interest
at 5.35% per annum; due on October 13, 1999; collateralized by
$5,000,000 in U.S. Treasury Bonds.............................. 4,962,500
Reverse repurchase agreements with Bear Stearns; interest at
5.33% per annum; due October 13, 1999; collateralized by
$10,000,000 in collateralized mortgage obligation ("CMO")
bonds.......................................................... 10,000,000
Note payable to Old Standard Life Insurance Company; interest at
10.50% per annum; due May 3, 2004; collateralized by Beach
House Restaurant............................................... 2,507,289
Note payable to Summit Securities, Inc., interest at 11.0% per
annum; due on June 30, 2000; collateralized by $12,500,000 in
structured settlement agreements............................... 10,000,000
Notes payable to Federal Home Loan Bank of Seattle, interest
rates ranging from 5.39% to 5.42% per annum; due October 25,
1999; collateralized by $41,250,000 in CMO bonds............... 33,000,000
Note payable to IDS Life Insurance Company, interest at 7.04%
per annum; due August 1, 2009; collateralized by Metropolitan
Financial Center located in Spokane, Washington................ 11,970,474
Real estate contracts and mortgage notes payable, interest rates
ranging from 3% to 11.6% per annum, due through 2026;
collateralized by senior liens on certain of the Company's real
estate contracts, mortgage notes and real estate held for
sale........................................................... 1,877,056
Accrued interest payable........................................ 119,281
------------
Total Debt Payable............................................. 137,344,630
------------
Debenture Bonds:
Investment Debentures, Series III maturing in 1999 to 2009, at
5.5% to 11%.................................................... 71,406,000
Investment Debentures, Series II maturing in 1999 to 2002, at
5.5% to 11%.................................................... 104,676,000
Installment Debentures Series I, maturing in 1999 to 2007 at
7.5% to 10.25%................................................. 157,000
Compound and accrued interest................................... 22,649,779
------------
Total Debenture Bonds.......................................... 198,888,779
------------
Stockholders' Equity:
Preferred Stock................................................. 19,099,294
Common Stock.................................................... 291,167
Additional paid-in capital...................................... 22,522,036
Accumulated comprehensive loss.................................. (3,638,723)
Retained earnings............................................... 33,430,689
------------
Total Stockholders' Equity..................................... 71,704,463
------------
Total Capitalization........................................... $407,937,872
============
</TABLE>
6
<PAGE>
Summary Consolidated Financial Data
The summary consolidated financial data shown below as of September 30, 1999
and 1998 and for the years ended September 30, 1999, 1998 and 1997, other than
the ratios of earnings to fixed charges and preferred stock dividends, have
been derived from, and should be read in conjunction with, the consolidated
financial statements, related notes, and Management's Discussion and Analysis
of Financial Condition and Results of Operations appearing in Metropolitan's
Form 10-K for the year ended September 30, 1999, which is incorporated in this
prospectus by reference and attached to this prospectus. The summary
consolidated financial data shown below as of September 30, 1997, 1996 and 1995
and for the years ended September 30, 1996 and 1995, other than the ratios of
earning, to fixed charges and preferred stock dividends, have been derived from
consolidated financial statement not included elsewhere in this prospectus.
<TABLE>
<CAPTION>
Year Ended September 30,
----------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(dollars in thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS
OF INCOME DATA:
Revenues................ $ 165,221 $ 155,955 $ 155,135 $ 156,672 $ 138,107
========== ========== ========== ========== ==========
Income before minority
interest............... $ 16,593 $ 10,453 $ 9,791 $ 8,146 $ 6,376
Income allocated to
minority interests..... (318) (126) (123) (108) (73)
---------- ---------- ---------- ---------- ----------
Net income.............. 16,275 10,327 9,668 8,038 6,303
Preferred stock
dividends.............. (3,642) (3,732) (4,113) (3,868) (4,038)
---------- ---------- ---------- ---------- ----------
Income applicable to
common stockholders.... $ 12,633 $ 6,595 $ 5,555 $ 4,170 $ 2,265
========== ========== ========== ========== ==========
Ratio of earnings to
fixed charges.......... 1.12 1.75 1.77 1.46 1.35
Ratio of earnings to
fixed charges and
preferred stock
dividends.............. (1) 1.37 1.31 1.14 1.03
PER COMMON SHARE DATA:
Basic and diluted income
per share applicable to
common
stockholders(2)........ $ 97,933 $ 50,728 $ 42,733 $ 32,073 $ 17,288
========== ========== ========== ========== ==========
Weighted average number
of common shares
outstanding............ 129 130 130 130 131
========== ========== ========== ========== ==========
Cash dividends per
common share........... $ 2,400 $ 1,200 $ -- $ -- $ 3,800
========== ========== ========== ========== ==========
CONSOLIDATED BALANCE
SHEET DATA:
Total assets............ $1,230,957 $1,226,665 $1,112,389 $1,282,659 $1,078,468
Debentures, line of
credit advances, other
debt payable and
securities sold, not
owned.................. $ 336,233 $ 323,908 $ 190,131 $ 363,427 $ 226,864
Stockholders' equity.... $ 71,704 $ 58,757 $ 54,113 $ 46,343 $ 40,570
</TABLE>
- --------
(1) Earnings were insufficient to meet fixed charges and preferred stock
dividends by approximately $808,000 for the year ended September 30, 1999.
The consolidated ratio of earnings to fixed charges and preferred stock
dividends was 1.37, 1.31, 1.14 and 1.03 for the years ended September 30,
1998, 1997, 1996 and 1995, respectively. Assuming no benefit from the
earnings of its subsidiaries with the exception of direct dividend
payments, earnings were insufficient to meet fixed charges and preferred
stock dividends by approximately $390,000 for the year ended September 30,
1999. The ratio of earnings to fixed charges and preferred dividends for
Metropolitan alone was 1.10, 1.01, 1.11, and 1.05 for the years ended
September 30, 1998, 1997, 1996 and 1995, respectively. The consolidated
ratio of earnings to fixed charges excluding preferred stock dividends was
1.12, 1.75, 1.77, 1.46 and 1.35 for the years ended September 30, 1999,
1998, 1997, 1996 and 1995, respectively. The ratio of earnings to fixed
charges excluding preferred stock dividends for Metropolitan, assuming no
benefit from the earnings of its subsidiaries with the exception of direct
dividend payments was 1.13, 1.40, 1.36, 1.48 and 1.40 for the years ended
September 30, 1999, 1998, 1997, 1996 and 1995, respectively.
(2) Earnings per common share, basic and diluted, are computed by deducting
preferred stock dividends from net income and dividing the result by the
weighted average number of shares of common stock outstanding. There were
no common stock equivalents or potentially dilutive securities outstanding
during any period presented.
7
<PAGE>
RISK FACTORS
When deciding whether or not to purchase the debentures, you should
carefully consider the risks contained in the section entitled "BUSINESS
OVERVIEW--Factors Affecting Future Operating Results" of Metropolitan's Annual
Report on Form 10-K for the year ended September 30, 1999, incorporated into
and attached to this prospectus. You should also consider the following risks
associated with an investment in the debentures:
The indenture does not
restrict our ability to incur
additional debt................ Metropolitan's and your rights and
obligations in the debentures are defined in
an indenture dated as of July 6, 1979, and a
supplement to that indenture dated as of
December 31, 1997. The indenture does not
restrict our ability to issue additional
debentures or to incur other debt. We are not
required to maintain any specified financial
ratios, minimum net worth, minimum working
capital or a sinking fund.
Debentures are not insured
against the risk of loss.......
The debentures offered in this prospectus are
unsecured obligations of our company and they
are not insured or guaranteed by any bank,
any governmental agency, any insurance
company, any affiliate of our company or any
other person or entity. Thus, the debentures
have greater risk than investments that are
insured against the risk of loss.
Debentures are not a liquid
investment due to the absence
of an established trading
market.........................
There is no trading market for the debentures
and it is not anticipated that one will
develop. Generally, you cannot have your
debentures redeemed until they mature. There
are only limited situations in which
debentures will be redeemed early. These may
include situations where there is a mutual
agreement between you and Metropolitan, or
when the "prepayment on death" provision
applies. You should consider your needs for
liquidity before investing in the debentures
and you should be prepared to hold any
debentures purchased in this offering until
their maturity. See "DESCRIPTION OF
DEBENTURES."
Risk of holding book-entry
debentures because there are
no physical certificates to
transfer.......................
Our use of book-entry debentures rather than
actual physical certificates in this offering
could limit the markets for these securities,
prevent a secondary market from forming and
could delay payments to you. The absence of
physical certificates for the debentures may
prevent a secondary market from developing
because investors may be unwilling to invest
in securities if they cannot obtain delivery
of physical certificates. The use of book-
entry certificates may delay payments to you
because distributions on the debentures would
be made first to the person in whose name the
certificates are registered.
8
<PAGE>
USE OF PROCEEDS
If all of the debentures we are offering are sold, we expect proceeds to
total $100,000,000 before deducting sales commissions and other expenses.
Offering expenses are estimated at $205,000 and sales commissions will be a
maximum of six percent (6%) of the offering proceeds. There can be no
assurance, however, that any of the debentures can or will be sold.
In conjunction with the other funds available to us through operations
and/or borrowings, we currently plan to utilize the proceeds of the debenture
offering for the following purposes: priority will be given first to (1)
funding investments in receivables and other investments, which may include
investments in existing subsidiaries, the commencement of new business ventures
or the acquisition of other companies, and then to (2) the development of real
estate we currently hold or acquire in the future. We do not have any
commitments or agreements for material acquisitions. However, the consolidated
group continues to evaluate possible acquisition candidates. To the extent
internally generated funds are insufficient or unavailable for the retirement
of maturing debentures, proceeds of this offering may be used for retiring
maturing debentures, preferred stock distributions and for general corporate
purposes, including debt service and other general operating expenses.
Approximately $26.5 million in principal amount of debt securities will mature
between February 1, 2000 and January 31, 2001 with interest rates ranging from
5.57% to 9.75% and averaging approximately 7.7% per annum. See "BUSINESS
OVERVIEW--Factors Affecting Future Operating Results" under Item 1 in our
Annual Report on Form 10-K for the year ended September 30, 1999.
We anticipate that some of the proceeds from this offering will be invested
in money market funds, bank repurchase agreements, commercial paper, U.S.
Treasury Bills and similar securities investments while awaiting use as
described above. Since we do not know the total principal amount of debentures
that will be sold, we are unable to accurately forecast the total net proceeds
generated by this offering. Therefore, we have not allocated specific amounts
for any of the foregoing purposes.
In the event substantially less than the maximum proceeds are obtained, we
do not anticipate any material changes to our planned use of proceeds from
those described above.
DESCRIPTION OF DEBENTURES
General
The debentures will be issued under an indenture dated as of July 6, 1979
and a supplement to the indenture dated as of December 31, 1997. We refer to
both of these documents together as the "indenture". The following statements
relating to the debentures and the indenture are summaries and are not
complete. These summaries are subject to the detailed provisions of the
indenture and are qualified in their entirety by reference to the indenture, a
copy of which is filed as an exhibit to the registration statement that
includes this prospectus and is also available for inspection at the office of
the trustee.
The debentures will represent unsecured general obligations of Metropolitan
and will be issued in book-entry form without coupons, in fractional
denominations of $0.01 or more subject to the stated minimum investment amount
requirements. The debentures will be sold to the public at 100% of their
principal amount. The debentures will be issued in accordance with the minimum
investment amounts, maturities and interest rates listed on the cover page of
this prospectus. We may change the stated interest rates, maturities, and
minimum investment amounts of any unissued debentures at any time by
supplementing this prospectus. Any change will have no effect on the terms of
the debentures sold prior to the change.
Debentures may be transferred or exchanged for other debentures of the same
series, of a like aggregate principal amount, subject to the limitations
contained in the indenture. No service charge will be made for any transfer or
exchange of debentures. We may require payment of taxes or other governmental
charges imposed in connection with any transfer or exchange. Interest will
accrue at the stated rate from the date of issue until maturity. The debentures
are not convertible into capital stock or any other securities of Metropolitan.
9
<PAGE>
The debentures are not subject to redemption prior to maturity, but may be
prepaid pursuant to the prepayment on death provision described below. Also, in
limited circumstances involving an investor's demonstrated financial hardship,
subject to regulatory restrictions affecting redemptions and exchanges of
securities during an offering, we may, in our sole discretion, consider a
request for an early payment of a debenture upon terms mutually agreed to by
the holder of the debenture and Metropolitan. Early payment requests are
reviewed in the order received and are subject to review by Metropolitan's
executive management.
Payment of Principal and Interest
Interest will be payable to debenture holders under one of several interest
payment plans. You may select an interest payment plan at the time you purchase
the debentures and can change this plan at any time by giving written notice to
Metropolitan. You may elect to have interest paid on a monthly, quarterly,
semi-annual or annual basis, without compounding. Or, you may elect to leave
the accrued interest with Metropolitan, in which case it will compound semi-
annually at the stated interest rate. Under this compounding option, upon
written notice to Metropolitan, you may withdraw the interest accumulated
during the last two completed semi-annual compounding periods as well as the
interest accrued from the end of the last compounding period to the date
Metropolitan receives the notice. Amounts compounded prior to the last two
semi-annual compounding periods are available only at maturity.
Alternatively, under the installment option, at your election, at the time
of investment and subject to the minimum term and investment requirements
listed on the cover page of this prospectus, level monthly installments
comprised of principal and interest will be paid to you commencing 30 days from
date of issue of the debenture until maturity. The amount of each installment
will be determined by the amortization term you designate at the time the
debenture is purchased.
Debenture holders are notified in writing between 15 and 45 days prior to
the date their debentures will mature. When a debenture matures, the amounts
due on maturity are placed in a separate bank trust account until paid to the
registered owner(s). Debentures do not earn interest after the maturity date.
Metropolitan will pay the principal and accumulated interest due on matured
debentures to the registered owner(s) in cash at Metropolitan's main office in
Spokane, Washington or by check mailed to the address designated by the
registered owner.
Prepayment on Death
In the event of the death of a debenture holder, any party entitled to
receive some or all of the proceeds from that debenture may elect to have his
or her portion of the principal and any accrued but unpaid interest prepaid in
full in five consecutive equal monthly installments. Interest will continue to
accrue on the declining principal balance of the portion of the debenture being
prepaid. No interest penalty will be assessed. Any request for prepayment shall
be made to Metropolitan in writing and shall be accompanied by evidence
satisfactory to Metropolitan of the death of the registered owner or joint
registered owner. Before prepayment, we may require the submission of
additional documents or other material which we consider necessary to determine
the portion of the proceeds the requesting party is entitled to receive, or
assurances which, in our discretion, we consider necessary to fulfill our
obligations.
Related Indebtedness
The indenture governing the debentures does not restrict our ability to
issue additional debentures or to incur other debt. The indenture does not
require us to maintain any specified financial ratios, minimum net worth or
minimum working capital. There is no sinking fund for the redemption of the
debentures. Debentures will not be guaranteed or insured by any governmental
agency.
At September 30, 1999, Metropolitan had outstanding approximately
$198,889,000, including principal and compounded and accrued interest, of
debenture debt and $137,345,000, including principal and accrued
10
<PAGE>
interest, of collateralized debt and similar obligations. The debentures
offered in this prospectus are senior in liquidation preference to all
outstanding equity securities of Metropolitan. They are subordinate to
Metropolitan's collateralized debt and are on a parity with unsecured accounts
payable and accrued liabilities. The debentures rank equally with our other
debentures that are outstanding and our outstanding notes. There are no
limitations on our ability to incur additional collateralized debt. You should
not rely on the terms of the indenture for protection of your investment, but
should look rather to the creditworthiness of Metropolitan and its ability to
satisfy its obligations.
Concerning the Trustee
Seattle First National Bank ("SFNB") was the trustee under the indenture
until March 8, 1996, when SFNB sold its trust activities to First Trust
National Association ("First Trust") which assumed all of the duties of the
trustee pursuant to the terms of the indenture. First Trust was acquired by US
Bank Trust National Association ("US Bank") in 1998. US Bank has assumed all of
the duties of the trustee in accordance with the terms of the indenture. The
trustee is obligated under the indenture to oversee and, if necessary, to take
action to enforce fulfillment of Metropolitan's obligations to debenture
holders. The trustee is a national banking association with a combined capital
and surplus in excess of $100 million. Metropolitan and some of its affiliates
may maintain deposit accounts with and may, from time to time, borrow money
from the trustee and conduct other banking transactions with it. At September
30, 1999, and as of the date of this prospectus, no loans from the trustee were
outstanding. In the event of default, the indenture permits the trustee to
become a creditor of Metropolitan and does not preclude the trustee from
enforcing its rights as a creditor, including rights as a holder of
collateralized indebtedness.
Rights and Procedures in the Event of Default
. Events of default include:
. the failure of Metropolitan to pay interest on any debenture for a period
of 30 days after it becomes due and payable;
. the failure to pay the principal or any required installment of any
debenture when due;
. the failure to perform any other covenant in the indenture for 60 days
after notice; and
. some events of bankruptcy, insolvency or reorganization with respect to
Metropolitan.
If an event of default occurs, either the trustee or the holders of 25% or
more in principal amount of debentures then outstanding may declare the
principal of all the debentures outstanding to be immediately due and payable.
The trustee must give the debenture holders notice by mail of any default
within 90 days after the occurrence of the default, unless it has been cured or
waived. The trustee may withhold the notice if it determines in good faith that
withholding the notice is in the best interests of the debenture holders,
unless the default is a failure to pay principal or interest on any debenture.
Subject to some conditions, any of these defaults, except for a failure to
pay principal or interest when due, may be waived by the holders of a majority
in aggregate principal amount of the debentures then outstanding. The holders
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or of exercising any power
conferred on the trustee, except as otherwise provided in the indenture. The
trustee may require reasonable indemnity from holders of debentures before
acting at their direction.
Within 120 days after the end of each fiscal year, Metropolitan must furnish
to the trustee a statement of some of the officers of Metropolitan concerning
their knowledge as to whether or not Metropolitan is in default under the
indenture.
11
<PAGE>
Modification of the Indenture
Debenture holders' rights may be modified with the consent of the holders of
66 2/3% of the outstanding principal amounts of debentures, and 66 2/3% of
those series specifically affected. In general, no adverse modification of the
terms of payment and no modifications reducing the percentage of debentures
required for modification is effective against any debenture holder without his
or her consent.
Restrictions on Consolidation, Merger and Other Fundamental Corporate Changes
Metropolitan may not consolidate with or merge into any other corporation or
transfer substantially all its assets unless either Metropolitan is the
continuing corporation after the consolidation or merger or the person
acquiring by conveyance or transfer of the assets is a corporation organized
and existing under the laws of the United States, or any state of the United
States, which assumes the performance of every covenant of Metropolitan under
the indenture and other conditions precedent are fulfilled.
Transfer Agent and Registrar
Metropolitan acts as its own transfer agent and registrar of the debentures.
PLAN OF DISTRIBUTION
The debentures are being offered to the public on a continuing best efforts
basis through Metropolitan Investment Securities, Inc. ("MIS"), which is
affiliated with Metropolitan through the common control by C. Paul Sandifur Jr.
Accordingly, the offering has not received the independent selling agent review
customarily made when an unaffiliated selling agent offers securities. No
commission or other expense of the offering will be paid by the purchasers of
the debentures. A commission will, however, be paid by Metropolitan on most
debenture purchases up to a maximum amount of 6% of the debenture price,
generally depending on the term of the debenture and whether or not the
transaction is a reinvestment or new purchase. Debentures are offered only for
cash or cash equivalents. MIS will transmit funds it receives directly to
Metropolitan by noon of the next business day after receipt. During the three
fiscal years ended September 30, 1999, MIS received commissions of $4,945,548
from Metropolitan on sales of approximately $149,959,000 of Metropolitan's debt
securities.
MIS is a member of the National Association of Securities Dealers, Inc. Due
to the affiliation of Metropolitan and MIS, Rule 2720 of the NASD Conduct Rules
requires, in part, that a qualified independent underwriter be engaged to make
a recommendation regarding the interest rates to be paid on the debentures
offered by this prospectus. Accordingly, MIS has obtained a letter from
Cruttenden Roth Incorporated ("Cruttenden"), a NASD member, stating that the
interest rates on the debentures, using a formula tied to corresponding
interest rates paid by the U.S. Treasury and regional financial institutions,
are consistent with Cruttenden's recommendations, which were based on
conditions and circumstances existing as of the date of this prospectus.
Metropolitan undertakes to maintain the interest rates on debentures no lower
than those recommended by Cruttenden based on the formula. Therefore, the yield
at which the debentures will be distributed will be no lower than that
recommended by Cruttenden. Cruttenden has assumed the responsibilities of
acting as the qualified independent underwriter in pricing the offering and
conducting due diligence. For performing its functions as a qualified
independent underwriter with respect to the debentures offered in this
prospectus, Cruttenden will receive $66,667 in fees.
We have agreed to indemnify Cruttenden against, or make contributions with
respect to some liabilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934.
There is not now, and we do not expect that there will be in the future, a
public trading market for the debentures. MIS does not intend to make a market
for the debentures. See "RISK FACTORS."
12
<PAGE>
MIS may enter into selected dealer agreements with and reallow to dealers,
who are members of the NASD, and some foreign dealers who are not eligible for
membership in the NASD, a commission of up to 6% of the principal amount of
debentures sold by these dealers.
LEGAL MATTERS
The legality of the debentures being offered by this prospectus will be
passed upon for Metropolitan by the law firm of Kutak Rock LLP, Denver,
Colorado.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Metropolitan for the year ended
September 30, 1999 have been incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act and, in compliance with this act, file periodic reports and other
information with the SEC. These reports and the other information we file with
the SEC can be inspected and copied at the public reference facilities
maintained by the SEC in Washington, D.C. at 450 Fifth Street, N.W.,
Washington, DC 20549 and at some of its regional offices which are located in
the New York Regional Office, Seven World Trade Center, Suite 1300, New York,
NY 10048, and the Chicago Regional Office, CitiCorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661-2511. In addition, the SEC maintains a
World Wide Web site that contains reports, proxy statements and other
information regarding registrants like Metropolitan that file electronically
with the SEC at the following Internet address: (http://www.sec.gov).
We have filed with the SEC in Washington, D.C. a registration statement on
Form S-2 under the Securities Act with respect to the debentures offered by
this prospectus. This prospectus does not contain all of the information
contained in the registration statement, as permitted by the rules and
regulations of the SEC.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following document filed with the SEC is incorporated in this prospectus
by reference:
Annual Report on Form 10-K of Metropolitan for the fiscal year ended
September 30, 1999.
Current Report on Form 8-K of Metropolitan dated December 31, 1999.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
Metropolitan will provide without charge to each person, including to whom a
prospectus is delivered, upon written or oral request of that person, a copy of
any and all of the information that has been referenced in this prospectus
other than exhibits to these documents. Requests for these copies should be
directed to Corporate Secretary, Metropolitan Mortgage & Securities Co., Inc.,
P.O. Box 2162, Spokane, Washington 99210-2162, telephone number (509) 838-3111.
13
<PAGE>
Metropolitan Mortgage & Securities Co., Inc.
[LOGO OF METROPOLITAN MORTGAGE]
$100,000,000 Investment Debentures, Series III
----------------
PROSPECTUS
----------------
, 2000
Metropolitan Investment Securities, Inc.
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Registration Fee................................................ $ 26,400
NASD Filing Fee..................................................... 10,500
Independent Underwriter Fee and Expenses............................ 66,667
Accounting Fees and Expenses(1)..................................... 50,000
Legal Fees and Disbursements(1)..................................... 20,000
Printing Expenses(1)................................................ 30,000
Miscellaneous Expenses(1)........................................... 1,433
--------
Total Expenses...................................................... $205,000
</TABLE>
--------
(1) Estimated
Item 15. Indemnification of Directors and Officers
Metropolitan has no contractual or other arrangement with its
controlling persons, directors or officers regarding indemnification, other
than as set forth in its Articles of Incorporation. Metropolitan's Articles
of Incorporation permits indemnification of a director, officer or employee
up to the indemnification limits permitted by Washington state law which
permits indemnification for judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with an action, suit or
proceeding if the indemnified person acted in good faith and in a manner
reasonably believed to be in and not opposed to the best interests of the
corporation.
Item 16. Exhibits
(a)Exhibits
<TABLE>
<C> <S>
1.01 Form of Selling Agreement between Metropolitan and Metropolitan
Investment Securities, Inc. with respect to Investment
Debentures, Series III (incorporated by reference to Exhibit
1(a) to Amendment 1 to Registration No. 333-43889, filed
February 25, 1998).
1.02(1) Agreement to Act as "Qualified Independent Underwriter," between
Metropolitan, Metropolitan Investment Securities, Inc. and
Cruttenden Roth Incorporated with respect to the debentures to
be registered.
1.03(1) Form of Pricing Opinion of Cruttenden Roth Incorporated with
respect to the debentures to be registered.
4.01 Indenture, dated as of July 6, 1979, between Metropolitan and
Seattle-First National Bank, Trustee (incorporated by reference
to Exhibit 3 to Metropolitan's Annual Report on Form 10-K for
fiscal 1979).
4.02 First Supplemental Indenture, dated as of October 3, 1980,
between Metropolitan and Seattle-First National Bank, Trustee
(incorporated by reference to Exhibit 4 to Metropolitan's Annual
Report on Form 10-K for fiscal 1980).
4.03 Second Supplemental Indenture, dated as of November 12, 1984,
between Metropolitan and Seattle-First National Bank, Trustee
(incorporated by reference to Exhibit 4(d) to Registration No.
2-95146).
4.04 Third Supplemental Indenture, dated as of December 31, 1997,
between Metropolitan and First Trust National Association,
successor Trustee (incorporated by reference to Exhibit 4(d) to
Metropolitan's Annual Report on Form 10-K filed January 8,
1998).
5.01(1) Opinion of Kutak Rock LLP as to the validity of the debentures.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10.01 Employment Agreement between Metropolitan and Bruce Blohowiak
(incorporated by reference to Exhibit 10(a) to Metropolitan's
Annual Report on Form 10-K filed January 8, 1998).
10.02 Employment Agreement between Metropolitan and Michael Kirk
(incorporated by reference to Exhibit 10(b) to Metropolitan's
Annual Report on Form 10-K filed January 8, 1998).
10.03 Employment Agreement between Metropolitan and Jon McCreary
(incorporated by reference to Exhibit 10(c) to Metropolitan's
Annual Report on Form 10-K filed January 8, 1998).
10.04 Reinsurance Agreement between Western United Life Assurance
Company and Old Standard Life Insurance Company (incorporated by
reference to Exhibit 10(d) to Metropolitan's Annual Report on
Form 10-K filed January 8, 1998).
10.05 Employment Agreement between Metropolitan and William D. Snider
(incorporated by reference to Exhibit 10(c) to Metropolitan's
Quarterly Report on Form 10-Q filed May 20, 1999).
11.01 Statement indicating computation of earnings per common share
(incorporated by reference to Exhibit 11.01 to Metropolitan's
Annual Report on Form 10-K filed December 29, 1999).
12.01 Statement of computation of ratio of earnings to fixed charges
and preferred stock dividends (incorporated by reference to
Exhibit 12.01 to Metropolitan's Annual Report on Form 10-K filed
December 29, 1999).
23.01(2) Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.02 Consent of Kutak Rock LLP (included in Exhibit 5.01).
24.01 The Power of Attorney, included on Page II-4 of the Registration
Statement filed January 5, 2000, is incorporated herein by
reference.
25.01(1) Statement of eligibility of the trustee.
</TABLE>
- --------
(1) Previously filed
(2) Filed herewith
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling persons of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For the purpose of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, State of Washington, on this 10th day of
February, 2000.
METROPOLITAN MORTGAGE & SECURITIES
CO., INC.
/s/ C. Paul Sandifur, Jr.
By: _________________________________
C. Paul Sandifur, Jr.,
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/C. Paul Sandifur, Jr. President, Chief Executive February 10, 2000
____________________________________ Officer and Chairman of the
C. Paul Sandifur, Jr. Board (Principal Executive
Officer)
*** Chief Financial Officer February 10, 2000
____________________________________ (Principal Accounting
William Snider Officer)
*** Secretary and Director February 10, 2000
____________________________________
Reuel Swanson
*** Director February 10, 2000
____________________________________
Charles Stolz
*** Director February 10, 2000
____________________________________
Irv Marcus
*** Director February 10, 2000
____________________________________
John T. Trimble
*** Director February 10, 2000
____________________________________
Harold Erfurth
</TABLE>
- --------
<TABLE>
<S> <C>
***By /S/C. Paul Sandifur Jr.
C. Paul Sandifur, Jr.
as attorney-in-fact
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
1.01 Form of Selling Agreement between Metropolitan and Metropolitan
Investment Securities, Inc. with respect to Investment
Debentures, Series III (incorporated by reference to Exhibit
1(a) to Amendment 1 to Registration No. 333-43889 filed February
25, 1998).
1.02(1) Agreement to Act as "Qualified Independent Underwriter," between
Metropolitan, Metropolitan Investment Securities, Inc. and
Cruttenden Roth Incorporated with respect to the debentures to
be registered.
1.03(1) Form of Pricing Opinion of Cruttenden Roth Incorporated with
respect to the debentures to be registered.
4.01 Indenture, dated as of July 6, 1979, between Metropolitan and
Seattle-First National Bank, Trustee (incorporated by reference
to Exhibit 3 to Metropolitan's Annual Report on Form 10-K for
fiscal 1979).
4.02 First Supplemental Indenture, dated as of October 3, 1980,
between Metropolitan and Seattle-First National Bank, Trustee
(incorporated by reference to Exhibit 4 to Metropolitan's Annual
Report on Form 10-K for fiscal 1980).
4.03 Second Supplemental Indenture, dated as of November 12, 1984,
between Metropolitan and Seattle-First National Bank, Trustee
(incorporated by reference to Exhibit 4(d) to Registration No.
2-95146).
4.04 Third Supplemental Indenture, dated as of December 31, 1997,
between Metropolitan and First Trust National Association,
successor Trustee (incorporated by reference to Exhibit 4(d) to
Metropolitan's Annual Report on Form 10-K filed January 8,
1998).
5.01(1) Opinion of Kutak Rock LLP as to the validity of the debentures.
10.01 Employment Agreement between Metropolitan and Bruce Blohowiak
(incorporated by reference to Exhibit 10(a) to Metropolitan's
Annual Report on Form 10-K filed January 8, 1998).
10.02 Employment Agreement between Metropolitan and Michael Kirk
(incorporated by reference to Exhibit 10(b) to Metropolitan's
Annual Report on Form 10-K filed January 8, 1998).
10.03 Employment Agreement between Metropolitan and Jon McCreary
(incorporated by reference to Exhibit 10(c) to Metropolitan's
Annual Report on Form 10-K filed January 8, 1998).
10.04 Reinsurance Agreement between Western United Life Assurance
Company and Old Standard Life Insurance Company (incorporated by
reference to Exhibit 10(d) to Metropolitan's Annual Report on
Form 10-K filed January 8, 1998).
10.05 Employment Agreement between Metropolitan and William D. Snider
(incorporated by reference to Exhibit 10(c) to Metropolitan's
Quarterly Report on Form 10-Q filed May 20, 1999).
11.01 Statement indicating computation of earnings per common share
(incorporated by reference to Exhibit 11.01 to Metropolitan's
Annual Report on Form 10-K filed December 29, 1999).
12.01 Statement of computation of ratio of earnings to fixed charges
and preferred stock dividends (incorporated by reference to
Exhibit 12.01 to Metropolitan's Annual Report on Form 10-K filed
December 29, 1999).
23.01(2) Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.02 Consent of Kutak Rock LLP (included in Exhibit 5.01).
24.01 The Power of Attorney, included on Page II-4 of the Registration
Statement, is incorporated herein by reference.
25.01(1) Statement of eligibility of the trustee.
</TABLE>
- --------
(1) Previously filed
(2) Filed herewith
<PAGE>
Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-2 of our report dated December 6, 1999 relating
to the financial statements and financial statement schedules, which appears in
Metropolitan Mortgage & Securities Co., Inc.'s Annual Report on Form 10-K for
the year ended September 30, 1999. We also consent to the references to us under
the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Spokane, Washington
February 10, 2000
