<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
-------------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________________to________________________
Commission file number 0-11623
---------------------------------------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 25-1460059
- ---------------------------------- ---------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 Ryan Court Pittsburgh, PA 15205
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(412) 276-4225
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Number of shares of common stock, $1 par value, outstanding as of November 14,
1997: 1,000
The Registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is filing this Form with the reduced disclosure
permitted thereby.
<PAGE>
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
I N D E X
_________
Pages
-----
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheets, September 30, 1997
and December 31, 1996 3
Statements of Operations for the
three months ended September 30, 1997
and 1996 4
Statements of Operations for the
nine months ended September 30, 1997 and
1996 5
Statements of Cash Flows for the
nine months ended September 30, 1997 and
1996 6
Notes to Financial Statements 7-11
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results
of Operations 12-13
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings 14
Item 2 - Changes in Securities 14
Item 3 - Defaults Upon Senior Securities 14
Item 4 - Submission of Matters to a Vote of
Security Holders 14
Item 5 - Other Information 14
Item 6 - Exhibits and Reports on Form 8-K 14-26
SIGNATURES 27
2
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements.
--------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
BALANCE SHEETS
(Dollar amounts in thousands)
________
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
ASSETS (Unaudited)
<S> <C> <C>
Cash $ 2 $ 2
Funds held by Trustee (Note 3) 884 557
Receivables on mortgage-backed securities
(Note 2) 342 547
Receivables from affiliates 233 344
Investments in mortgage-backed securities
available-for-sale (amortized cost of
$22,175 and $38,791, net of discount of
$64 and $54) 23,252 40,101
Deferred bond issue costs 188 638
Other assets 17 9
------- -------
$24,918 $42,198
======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Long-term debt (Note 3) $22,237 $38,464
Accrued interest payable 524 682
Deferred income taxes 377 459
Other liabilities 96 141
------- -------
23,234 39,746
------- -------
Contingent liabilities (Note 3)
Shareholder's equity:
Common stock, $1.00 par value: 50,000
shares authorized, 1,000 shares issued
and outstanding 1 1
Additional paid-in capital 889 1,515
Retained earnings (including
unrealized gain on securities
available-for-sale of $700 and $851,
net of income taxes) 794 936
------- -------
1,684 2,452
------- -------
$24,918 $42,198
======= =======
</TABLE>
See Notes - Pages 7-11
3
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENTS OF OPERATIONS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------------
1997 1996
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues:
Interest income $ 519 $1,287
Adjustment/accretion of net discount
on mortgage-backed securities 5 (2)
Bond administration fee 3 4
Gain on sale of mortgage-backed
securities -- 866
Income maintenance allowance
to parent (Note 4) 7 268
----- ------
534 2,423
----- ------
Expenses:
Interest expense 515 1,446
Adjustment/amortization of deferred
bond issue costs 8 69
Adjustment/amortization of bond
discounts 25 64
Interest on advances to
affiliates (3) 6
Other financial and administrative (14) 53
----- ------
531 1,638
----- ------
Income before income taxes
and extraordinary item 3 785
Income tax provision -- 313
----- ------
Income before extraordinary item 3 472
Extraordinary item:
Loss on retirement of bonds
net of income tax effect of -- and $313 -- 469
----- ------
Net Income $ 3 $ 3
===== ======
</TABLE>
See Notes - Pages 7-11
4
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENTS OF OPERATIONS
(Dollar amounts in thousands)
------------
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1997 1996
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues:
Interest income $1,863 $5,366
Adjustment/accretion of net premium
on mortgage-backed securities 8 (36)
Bond administration fee 10 16
Gain on sale of mortgage-backed
securities 590 1,470
Income maintenance allowance from
(to) parent (Note 4) (25) 250
------ ------
2,446 7,066
------ ------
Expenses:
Interest expense 1,762 5,375
Adjustment/amortization of deferred
bond issue costs 32 258
Adjustment/amortization of bond
discounts 69 245
Interest on advances to affiliates (6) (5)
Other financial and administrative 27 157
------ ------
1,884 6,030
------ ------
Income before income taxes
and extraordinary item 562 1,036
Income tax provision 194 408
------ ------
Income before extraordinary item 368 628
Extraordinary item:
Loss on retirement of bonds
net of income tax effect of
$194 and $408 358 612
------ ------
Net Income $ 10 $ 16
====== ======
</TABLE>
See Notes - Pages 7-11
5
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
------------
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1997 1996
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
Operating Activities:
Net Income $ 10 $ 16
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of mortgage-backed securities (590) (1,470)
Loss on retirement of bonds 552 1,020
Adjustment/accretion of net premium on
mortgage-backed securities (8) 36
Adjustment/amortization of deferred bond
issue costs 32 258
Adjustment/amortization of bond discounts 69 245
Change in interest receivable on mortgage-
backed securities 61 399
Interest accrued and added to bond principal -- 446
Change in other assets (8) 24
Change in accrued interest payable (158) (126)
Change in accrued liabilities (45) 1
-------- --------
Net cash provided by Operating Activities (85) 849
-------- --------
Investing Activities:
(Increase)/Decrease in funds held by Trustee (327) 265
Principal payments on mortgage-backed
securities 2,998 13,981
Proceeds on sale of mortgage-backed securities 14,359 32,722
-------- --------
Net cash provided by Investing Activities 17,030 46,968
-------- --------
Financing Activities:
Redemption of bonds (16,430) (45,800)
Net changes in receivables from affiliates 111 (294)
Return of capital to parent (626) (1,723)
-------- --------
Net cash used by Financing Activities (16,945) (47,817)
-------- --------
Increase in cash - -
Cash at beginning of period 2 2
-------- --------
Cash at end of period $ 2 $ 2
======== ========
Supplemental disclosure of Cash Flow
Information:
Interest paid $ 1,920 $ 5,055
======== ========
Supplemental disclosure of non cash flow
financing activities:
Change in unrealized gain on
available for sale securities (233) 1,213
======== ========
</TABLE>
See Notes - Pages 7-11
6
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Dollar amounts in thousands)
------------
1. In the opinion of management, the unaudited financial statements included
in this Form 10-Q include all adjustments which management considers
necessary for a fair presentation of the results of the interim periods
presented. This Form 10-Q should be read in conjunction with the Ryan
Mortgage Acceptance Corporation IV (the "Company") Annual Report on Form
10-K for the year ended December 31, 1996.
2. Receivables on mortgage-backed securities represent amounts due for
scheduled and unscheduled principal and interest payments for the months of
September 1997 and December 1996, respectively.
3. Long-term debt at September 30, 1997 consists of the following series of
Mortgage-Collateralized Bonds:
<TABLE>
<CAPTION>
Series Class Rate % Principal Amount Stated Maturity
- ------------- ------- ------ ---------------- -----------------
<S> <C> <C> <C> <C>
7 7-Z 9.40 1,592 August 1, 2016
8 8-Z 9.00 10,429 September 1, 2016
10 10-Z 9.450 3,853 October 1, 2016
11 11-Z 9.000 12,351 October 1, 2016
-------
$ 28,225
</TABLE>
Less: Bonds pertaining
to the sale to RMI
as described on the
following page (5,445)
Less: Discounts (543)
--------
$ 22,237
========
7
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS, Continued
(Dollar amounts in thousands)
------------
3. continued:
On September 23, 1988, the Company sold the GNMA Certificates, FNMA Certificates
and other collateral owned by the Company and pledged to secure the Company's
GNMA/FNMA Collateralized Bonds, Series 1 and 2, and its Mortgage-Collateralized
Bonds, Series 3, 4, 7, 10, 19 and 21 through 31, to RYMAC Mortgage Investment I,
Inc. ("RMI"), a wholly owned subsidiary of RYMAC Mortgage Investment
Corporation. Such collateral was sold to RMI subject to the lien of the
Indenture dated as of May 1, 1984, as amended and supplemented (the
"Indenture"), between the Company and The Bank of New York, as Trustee, pursuant
to which such Bonds were issued, and subject to the rights of the Trustee and
the Bondholders thereunder. RMI subsequently sold to INVG Government Securities
Corp., succeeded in interest by INVG Mortgage Securities Corp. ("INVG"), subject
to such liens and rights, the collateral securing the Company's Mortgage-
Collateralized Bonds, Series 3 and 4. In addition, RMI subsequently sold to
Sperlinga Capital Inc. ("Sperlinga"), subject to such liens and rights, the
collateral securing the Company's Mortgage-Collateralized Bonds, Series 7, 10
and 19. In accordance with FASB Technical Bulletin 85-2, "Accounting for
Collateralized Mortgage Obligations", the assets, liabilities, interest income
and interest expense relating to such Bonds are not shown on the balance sheet
or the statement of operations of the Company. During the first quarter of
1992, the Company redeemed, at RMI's request, its Mortgage-Collateralized Bonds,
Series 21 through 31, on February 10, 1993, the Company redeemed, at RMI's
request, its Mortgage-Collateralized Bonds, Series 1, on October 20, 1993, the
Company redeemed, at RMI's request, its Mortgage-Collateralized Bonds, Series 2,
on June 3, 1996, the Company redeemed, at INVG's request, its Mortgage-
Collateralized Bonds, Series 3, on July 1, 1996, the Company redeemed, at INVG's
request, its Mortgage-Collateralized Bonds, Series 4, and on May 1, 1997, the
Company redeemed, at Sperlinga's request, its Mortgage-Collateralized Bonds,
Series 19.
Pursuant to the Indenture, interest is payable quarterly on the Bonds. If a
series of Bonds includes a "Z" class, interest on the Bonds of such class will
accrue (and be added to the principal of the Bonds of such class) and will not
be payable until all Bonds of such series having an earlier stated maturity have
been fully paid. However, with respect to each series of Bonds currently
outstanding which includes a "Z" class, there are no other classes outstanding.
Subject to the priorities among classes set forth below, the Company is
obligated periodically through the application of payments on the underlying
collateral and, to the extent funds are available, to make pro rata principal
payments on the Bonds.
No payment of principal may be made on any Bond of any class of any series until
each class of Bonds of such series having an earlier stated maturity has been
fully paid.
Continued
8
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS, Continued
(Dollar amounts in thousands)
------------
3. continued:
The following table sets forth the classes or series of Bonds which are subject
to redemption, in whole or in part, at the option of the Company and the first
date on which the Company has the right to exercise its right to redeem such
Bonds. Mortgage-backed securities are classified as available-for-sale and
accordingly, are carried at their fair value. Unrealized net holding gains and
losses for the mortgage-backed securities are reported net of income taxes in a
separate component of retained earnings until realized. In the case of series
of Bonds with respect to which the Company has sold the underlying collateral
subject to the lien of the Indenture, the Company has agreed to exercise such
right only upon the request of the purchaser.
<TABLE>
<CAPTION>
Class or Series Date
- ------------------ -----------------
<S> <C>
Class 7-Z Bonds August 1, 2001
Class 8-Z Bonds September 1, 1998
Class 10-Z Bonds October 1, 2001
Class 11-Z Bonds October 1, 2001
</TABLE>
Continued
9
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS, Continued
(Dollar amounts in thousands)
------------
3. continued:
Pursuant to the terms of the Indenture, the Company redeemed its GNMA-
Collateralized Bonds, Series 32 and 33, on April 1, 1993, its GNMA-
Collateralized Bonds, Series 5, on June 19, 1996, its GNMA-Collateralized Bonds,
Series 6, on August 1, 1996, its FNMA-Collateralized Bonds, Series 9 and 12, on
November 1, 1996, its GNMA-Collateralized Bonds, Series 13, on November 1, 1996,
its FNMA-Collateralized Bonds, Series 14, on December 1, 1996, its GNMA-
Collateralized Bonds, Series 15, on December 1, 1996, its Mortgage-
Collateralized Bonds, Series 16 and 17, on February 1, 1997, and its Mortgage-
Collateralized Bonds, Series 18 and 20, on May 1, 1997.
The Series 8 and 11 Bonds are collateralized by GNMA Certificates, while the
Series 7 and 10 Bonds are collateralized by FNMA Certificates.
In addition, in the case of series of Bonds with respect to which the Company
has sold the underlying collateral subject to the lien of the Indenture, the
Bonds of each such series are also secured by limited recourse promissory notes
of RMI having payment terms the same as those of the respective outstanding
class of the related series of Bonds. The collateral pledged for a particular
series of Bonds is not available as collateral for any other series.
The collateral for each of the respective bonds (including those with respect to
which the Company has sold the underlying collateral subject to the lien of the
Indenture) is held by the Trustee for the benefit of the bondholders. The
portion of the proceeds account established for each series of bonds which is
not necessary to make required payments on the bonds of such series will be paid
to the Company or, in the case of series of Bonds with respect to which the
Company has sold the underlying collateral, to RMI. Such payments will be made,
in the case of each series of Bonds, on and after the first Principal Payment
Date for such series.
Continued
10
<PAGE>
PART I
FORM 10-Q
Item 1. Financial Statements, continued.
---------------------
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS, Continued
(Dollar amounts in thousands)
------------
4. The Company is a wholly owned limited purpose financing subsidiary of NVR
Financial Services, Inc. ("NVRFS") (formerly Ryan Financial Services,
Inc.). NVRFS is a wholly owned subsidiary of NVR, Inc. ("NVR"), the
successor to NVR L.P.
Pursuant to an arrangement established in connection with the 1987
acquisition by NVR L.P. of Ryan Homes, Inc. (parent company of NVRFS until
September 30, 1993), the Company may receive payments from, or make
payments to, NVRFS in the form of an income maintenance allowance based
upon profits or losses generated over the lives of bonds series issued
prior to June 23, 1987.
NVR Mortgage Finance, Inc. was formed in 1991 to succeed to the mortgage
banking business of NVRFS and NVR Mortgage L.P. and presently is conducting
NVR's mortgage origination and servicing business.
5. All amounts receivable from/payable to affiliates bear interest at an
intercompany rate determined by NVRFS. All amounts payable to affiliates
are subordinate to the Company's obligations to the holder's of its Bonds.
During 1997, $626 was distributed to NVRFS as a return of capital.
Continued
11
<PAGE>
PART I
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations. (Dollars in Thousands)
--------------------------------------------------
The Company's long-term debt consists of its Mortgage-Collateralized Bonds,
Series 8 and 11, issued in four classes (collectively, the "Mortgage-
Collateralized Bonds"). The Company also has issued and outstanding its
Mortgage-Collateralized Bonds, Series 7 and 10, issued in four classes (such
Bonds, together with the Mortgage-Collateralized Bonds are referred to herein as
the "Bonds"). On September 23, 1988, the Company sold the GNMA Certificates,
FNMA Certificates and other collateral owned by the Company and pledged to
secure the Company's GNMA/FNMA Collateralized Bonds, Series 1 and 2, and its
Mortgage-Collateralized Bonds Series 3, 4, 7, 10 and 19 and Series 21 through 31
(Series 1-4, Series 19, and Series 21-31 which are no longer outstanding) to
RYMAC Mortgage Investment I, Inc. ("RMI"), a wholly owned subsidiary of RYMAC
Mortgage Investment Corporation. Such collateral was sold to RMI subject to the
lien of the Indenture and subject to the rights of the Trustee and the
Bondholders thereunder, in exchange for cash and delivery of limited recourse
promissory notes of RMI (the "RMI Notes") having payment terms the same as those
of the respective classes of the related series of Bonds. RMI subsequently
sold, subject to such liens and rights, the collateral securing the Company's
Mortgage-Collateralized Bonds, Series 3, 4, 7, 10 and 19. In accordance with
FASB Technical Bulletin 85-2, the assets, liabilities, interest income and
interest expense relating to such Bonds are not shown on the balance sheet or
the statement of operations of the Company. For purposes of establishing the
principal amount of GNMA and/or FNMA Certificates ("Certificates") which may be
pledged to secure a series of Bonds, each Certificate bearing interest at a rate
equal to or exceeding the highest interest rate on any class in a series (the
"Discount Rate") is valued at its unpaid principal amount. Each Certificate
bearing interest at a rate less than the Discount Rate is valued at an amount
equal to either (i) the present value, discounted at the Discount Rate, of all
remaining scheduled installments of principal and interest on such Certificate,
together with reinvestment income thereon, such that the cash flow from such
Certificate and the reinvestment income thereon, together with the proceeds of
certain other collateral, will be at all times sufficient to support the debt
service requirements of the principal amount of Bonds secured by such
Certificate or (ii) the amount which, when divided into the annual interest on
the Certificate, results in an interest yield at least equal to the Discount
Rate. GNMA Certificates that are backed by graduated payment mortgages and that
are valued according to the method described in clause (ii) of the preceding
sentence are valued after taking into account the funds established to provide
additional cash flow to pay interest on the Bonds. Although the Company does
not have and does not expect to have any significant assets other than
Certificates owned by the Company, the RMI Notes, notes to the Company from
limited purpose finance subsidiaries of certain home builders and/or financial
institutions, GNMA Certificates pledged to the Company as security for such
notes and the reserve amounts, all of which are pledged as collateral for the
Bonds, the Company believes that such collateral will provide cash sufficient to
meet the required payments of principal and interest on such Bonds.
Continued
12
<PAGE>
PART I
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations, (continued).
--------------------------
The Bonds are secured by GNMA Certificates which are guaranteed as to
payment of principal and interest by GNMA, which guaranty is backed by the full
faith and credit of the United States and/or FNMA Certificates which are
guaranteed as to full and timely payment of principal and interest by FNMA, a
federally chartered, privately owned corporation.
The net premium/discount on the Certificates is amortized using the
interest method over the estimated lives of the Certificates. The deferred
costs and bond discounts relating to the issuance of the Company's long-term
debt are amortized over the estimated lives of the Mortgage-Collateralized Bonds
using the interest method. The amounts amortized and accreted during any
accounting period do not necessarily correspond to actual cash flow during the
same period.
Interest income for the nine months ended September 30, 1997 decreased
$3,503 compared to the nine months ended September 30, 1996. This decrease was
due to principal payments on mortgage-backed securities and the sale of
mortgage-backed securities. Interest expense for the nine months ended
September 30, 1997 decreased $3,613 compared to the nine months ended September
30, 1996. This decrease was due to redemption of bonds. The changes in
accretion of net discount (premium) on mortgage-backed securities, amortization
of deferred bond issue costs and bond discounts between the nine months ended
September 30, 1997 and September 30, 1996 are principally due to the sale of
mortgage-backed securities and redemption of bonds during 1996 and 1997. No
other revenue or expense item changes are deemed significant.
The Company commenced operations in May 1984 and was organized to
facilitate the financing of long term residential mortgage loans. The Company
does not engage in any business or investment activities other than issuing and
selling GNMA/FNMA-Collateralized Bonds, Mortgage-Collateralized Bonds and bonds
backed by mortgage loans or other types of mortgage-related securities and
acquiring, owning, holding, pledging and dealing with GNMA Certificates, FNMA
Certificates, mortgage loans and other mortgage-related securities. The Company
does not consider period-to-period comparisons of its financial position to be
meaningful.
Continued
13
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 1. Legal Proceedings.
------------------
The Company is involved in no pending legal proceedings, nor is the
Company aware of any proceedings contemplated by governmental
authorities.
Item 2. Changes in Securities.
----------------------
Omitted pursuant to General Instruction H.
Item 3. Defaults Upon Senior Securities.
--------------------------------
Omitted pursuant to General Instruction H.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
Omitted pursuant to General Instruction H.
Item 5. Other Information.
------------------
None
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
3.1 Restated Certificate of Incorporation of the Company/1/
3.2 By-Laws of the Company/2/
3.2.1 Amendment to By-Laws of the Company adopted June 24,
1987/3/
4.1 Indenture dated as of May 1, 1984 between the Company
and Trustee/4/
4.1.1 First Supplemental Indenture to Indenture/5/
4.1.2 Second Supplemental Indenture to Indenture/6/
4.1.3 Third Supplemental Indenture to Indenture/7/
4.1.4 Fourth Supplemental Indenture to Indenture/8/
4.1.5 Fifth Supplemental Indenture to Indenture/9/
4.1.6 Sixth Supplemental Indenture to Indenture/10/
4.1.7 Seventh Supplemental Indenture to Indenture/11/
14
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(a) Exhibits, continued
4.1.8 Eighth Supplemental Indenture to Indenture/12/
4.1.9 Ninth Supplemental Indenture to Indenture/13/
4.1.10 Tenth Supplemental Indenture to Indenture/14/
4.1.11 Eleventh Supplemental Indenture to Indenture/15/
4.2 Series 1 Supplement to Indenture/16/
4.2.1 First Supplemental Indenture to Series 1 Supplement/17/
4.2.2 Purchase Agreement with respect to collateral
securing Series 1 Bonds/18/
4.3 Series 2 Supplement to Indenture/19/
4.3.1 First Supplemental Indenture to Series 2 Supplement/20/
4.3.2 Second Supplemental Indenture to Series 2
Supplement/21/
4.3.3 Purchase Agreement with respect to collateral
securing Series 2 Bonds/22/
4.3.4 Third Supplemental Indenture to Series 2 Supplement/23/
4.4 Series 3 Supplement to Indenture/24/
4.4.1 First Supplemental Indenture to Series 3 Supplement/25/
4.4.2 Purchase Agreement with respect to collateral
securing Series 3 Bonds/26/
4.5 Series 4 Supplement to Indenture/27/
4.5.1 First Supplemental Indenture to Series 4 Supplement/28/
4.5.2 Second Supplemental Indenture to Series 4
Supplement/29/
4.5.3 Third Supplemental Indenture to Series 4 Supplement/30/
4.5.4 Purchase Agreement with respect to collateral
securing Series 4 Bonds/31/
4.6 Series 5 Supplement to Indenture/32/
4.6.1 First Supplemental Indenture to Series 5, 6, 7, 8, 9,
10 and 11 Supplements/33/
Continued
15
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(a) Exhibits, continued
4.7 Series 6 Supplement to Indenture/34/
4.8 Series 7 Supplement to Indenture/35/
4.8.1 Second Supplemental Indenture to Series 7
Supplement/36/
4.8.2 Purchase Agreement with respect to collateral
securing Series 7 Bonds/37/
4.9 Series 8 Supplement to Indenture/38/
4.10 Series 9 Supplement to Indenture/39/
4.11 Series 10 Supplement to Indenture/40/
4.11.1 Second Supplement to Series 10 Supplement/41/
4.11.2 Purchase Agreement with respect to collateral
securing Series 10 Bonds/42/
4.12 Series 11 Supplement to Indenture/43/
4.12.1 Second Supplemental Indenture to Series 11
Supplement/44/
4.13 Series 12 Supplement to Indenture/45/
4.14 Series 13 Supplement to Indenture/46/
4.15 Series 14 Supplement to Indenture/47/
4.16 Series 15 Supplement to Indenture/48/
4.17 Series 16 Supplement to Indenture/49/
4.18 Series 17 Supplement to Indenture/50/
4.19 Series 18 Supplement to Indenture/51/
4.20 Series 19 Supplement to Indenture/52/
4.20.1 First Supplemental Indenture to Series 19
Supplement/53/
4.20.2 Purchase Agreement with respect to collateral
securing Series 19 Bonds/54/
Continued
16
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(a) Exhibits, continued
4.21 Series 20 Supplement to Indenture/55/
4.22 Series 21 Supplement to Indenture/56/
4.22.1 First Supplemental Indenture to Series 21, 22, 23, 24
and 25 Supplements/57/
4.22.2 Second Supplemental Indenture to Series 21
Supplement/58/
4.22.3 Purchase Agreement with respect to collateral
securing Series 21 Bonds/59/
4.23 Series 22 Supplement to Indenture/60/
4.23.1 First Supplemental Indenture to Series 22
Supplement/61/
4.23.2 Second Supplemental Indenture to Series 22
Supplement/62/
4.23.3 Purchase Agreement with respect to collateral
securing Series 22 Bonds/63/
4.24 Series 23 Supplement to Indenture/64/
4.24.1 Second Supplemental Indenture to Series 23
Supplement/65/
4.24.2 Purchase Agreement with respect to collateral
securing Series 23 Bonds/66/
4.25 Series 24 Supplement to Indenture/67/
4.25.1 Second Supplemental Indenture to Series 24
Supplement/68/
4.25.2 Purchase Agreement with respect to collateral
securing Series 24 Bonds/69/
4.26 Series 25 Supplement to Indenture/70/
4.26.1 Second Supplemental Indenture to Series 25
Supplement/71/
4.26.2 Purchase Agreement with respect to collateral
securing Series 25 Bonds/72/
Continued
17
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(a) Exhibits, continued
4.27 Series 26 Supplement to Indenture/73/
4.27.1 First Supplemental Indenture to Series 26
Supplement/74/
4.27.2 Purchase Agreement with respect to collateral
securing Series 26 Bonds/75/
4.28 Series 27 Supplement Indenture/76/
4.28.1 First Supplemental Indenture to Series 27
Supplement/77/
4.28.2 Purchase Agreement with respect to collateral
securing Series 27 Bonds/78/
4.29 Series 28 Supplement to Indenture/79/
4.29.1 First Supplemental Indenture to Series 28
Supplement/80/
4.29.2 Purchase Agreement with respect to collateral
securing Series 28 Bonds/81/
4.30 Series 29 Supplement to Indenture/82/
4.30.1 First Supplemental Indenture to Series 29
Supplement/83/
4.30.2 Purchase Agreement with respect to collateral
securing Series 29 Bonds/84/
4.31 Series 30 Supplement to Indenture/85/
4.31.1 First Supplemental Indenture to Series 30
Supplement/86/
4.31.2 Purchase Agreement with respect to collateral
securing Series 30 Bonds/87/
4.32 Series 31 Supplement to Indenture/88/
4.32.1 First Supplemental Indenture to Series 31
Supplement/89/
4.32.2 Purchase Agreement with respect to collateral
securing Series 31 Bonds/90/
Continued
18
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(a) Exhibits, continued
4.33 Series 32 Supplement to Indenture/91/
4.34 Series 33 Supplement to Indenture/92/
4.35 First Amendment to Purchase Agreements/93/
4.36 Form of Guaranty Agreement with respect to
Single-Family (Level Payment) Mortgage-Backed
Certificates between GNMA Issuer and GNMA
(GNMA I)/94/
4.37 Form of Guaranty Agreement with respect to
Graduated Payment Mortgage-Backed Certificates
between GNMA Issuer and GNMA (GNMA I)/95/
4.38 Contractual Provisions of Mortgage-Backed
Securities Guide for GNMA II Program (Constituting
the Guaranty Agreement for GNMA II Program)/96/
4.39 Form of FNMA Pool Purchase Contract/97/
4.40 Trust Indenture dated as of November 1, 1981, as
amended, between FNMA in its corporate capacity and
FNMA, as trustee ("FNMA Indenture")/98/
4.41 Sixth Supplemental Indenture dated as of May 1,
1985 to FNMA Indenture/99/
4.42 Agreement to Purchase Conventional Home Mortgages
and to Sell Mortgage Participation Certificates
between FHLMC and FHLMC Seller-Servicer/100/
4.43 Agreement to Guarantee Timely Payment of
Scheduled Principal between FHLMC and FHLMC
Seller-Servicer/101/
4.44 FHLMC Mortgage Participation Certificate
Agreement/102/
4.45 Guaranty between the Mortgage Company and the
Trustee/103/
4.46 Letter Agreement among RHI, the Mortgage Company
and the Company/104/
10.1 Form of Participation Agreement/105/
10.2 Form of Funding Agreement/106/
Continued
19
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(a) Exhibits, continued
10.3 Agreement among the Company, Mellon National Corporation
("Mellon") and certain of Mellon's subsidiaries/107/
10.4 Form of Guaranteed Investment Contract/108/
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the quarter
ended September 30, 1997.
____________________________________
(1) Incorporated by reference to Exhibit 3.1 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 2-89611 on June 28, 1985.
(2) Incorporated by reference to Exhibit 3.2 filed with the Company's Form 10.
(3) Incorporated by reference to Exhibit 3.2.1 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1987.
(4) Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on June 29, 1984.
(5) Incorporated by reference to Exhibit 4.4 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1984.
(6) Incorporated by reference to Exhibit 4.5 filed with the Company's Quarterly
Report on Form 10-Q for the period ended March 31, 1985.
(7) Incorporated by reference to Exhibit 4.7 filed with the Company's
Registration Statement No. 33-670 on October 4, 1985.
(8) Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
(9) Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on July 21, 1986.
(10) Incorporated by reference to Exhibit 4.14 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
(11) Incorporated by reference to Exhibit 4.21 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
(12) Incorporated by reference to Exhibit 4.33 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1987.
Continued
20
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(13) Incorporated by reference to Exhibit 4.4 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
(14) Incorporated by reference to Exhibit 4.19 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(15) Incorporated by reference to Exhibit 4.1.11 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1989.
(16) Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on June 29, 1984.
(17) Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(18) Incorporated by reference to Exhibit 4.1.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(19) Incorporated by reference to Exhibit 4.3 filed with the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1984.
(20) Incorporated by reference to Exhibit 4.6 filed with the Company's Quarterly
Report on Form 10-Q for the period ended March 31, 1985.
(21) Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(22) Incorporated by reference to Exhibit 4.2.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(23) Incorporated by reference to Exhibit 4.3.4 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1993.
(24) Incorporated by reference to Exhibit 4.8.1 filed with Registration
Statement No. 33-670 on October 4, 1985.
(25) Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(26) Incorporated by reference to Exhibit 4.3.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(27) Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
(28) Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
(29) Incorporated by reference to Exhibit 4.24 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
Continued
21
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(30) Incorporated by reference to Exhibit 4.4 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(31) Incorporated by reference to Exhibit 4.4.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(32) Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on July 21, 1986.
(33) Incorporated by reference to Exhibit 4.25 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
(34) Incorporated by reference to Exhibit 4.15 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
(35) Incorporated by reference to Exhibit 4.16 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
(36) Incorporated by reference to Exhibit 4.5 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(37) Incorporated by reference to Exhibit 4.5.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(38) Incorporated by reference to Exhibit 4.17 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
(39) Incorporated by reference to Exhibit 4.18 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
(40) Incorporated by reference to Exhibit 4.19 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
(41) Incorporated by reference to Exhibit 4.6 filed with the Company's Quarterly
Report on Form 8-K on October 11, 1988.
(42) Incorporated by reference to Exhibit 4.6.1 filed with the Company's
Quarterly Report on Form 8-K on October 11, 1988.
(43) Incorporated by reference to Exhibit 4.20 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
(44) Incorporated by reference to Exhibit 4.25.1 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1986.
(45) Incorporated by reference to Exhibit 4.22 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
Continued
22
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(46) Incorporated by reference to Exhibit 4.23 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
(47) Incorporated by reference to Exhibit 4.26 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
(48) Incorporated be reference to Exhibit 4.27 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
(49) Incorporated by reference to Exhibit 4.28 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
(50) Incorporated by reference to Exhibit 4.29 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1986.
(51) Incorporated by reference to Exhibit 4.30 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1986.
(52) Incorporated by reference to Exhibit 4.31 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1987.
(53) Incorporated by reference to Exhibit 4.7 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(54) Incorporated by reference to Exhibit 4.7.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(55) Incorporated by reference to Exhibit 4.32 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1987.
(56) Incorporated by reference to Exhibit 4.34 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1987.
(57) Incorporated by reference to Exhibit 4.5 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
(58) Incorporated by reference to Exhibit 4.8 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(59) Incorporated by reference to Exhibit 4.8.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(60) Incorporated by reference to Exhibit 4.35 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
(61) Incorporated by reference to Exhibit 4.36 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
Continued
23
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(62) Incorporated by reference to Exhibit 4.9 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(63) Incorporated by reference to Exhibit 4.9.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(64) Incorporated by reference to Exhibit 4.37 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
(65) Incorporated by reference to Exhibit 4.10 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(66) Incorporated by reference to Exhibit 4.10.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
(67) Incorporated by reference to Exhibit 4.38 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
(68) Incorporated by reference to Exhibit 4.11 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(69) Incorporated by reference to Exhibit 4.11.1 filed with the Company Current
Report on Form 8-K on October 11, 1988.
(70) Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
(71) Incorporated by reference to Exhibit 4.12 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(72) Incorporated by reference to Exhibit 4.12.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
(73) Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
(74) Incorporated by reference to Exhibit 4.13 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(75) Incorporated by reference to Exhibit 4.13.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
(76) Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
(77) Incorporated by reference to Exhibit 4.14 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
Continued
24
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(78) Incorporated by reference to Exhibit 4.14.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
(79) Incorporated by reference to Exhibit 4.44 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1988.
(80) Incorporated by reference to Exhibit 4.15 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(81) Incorporated by reference to Exhibit 4.15.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
(82) Incorporated by reference to Exhibit 4.45 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1988.
(83) Incorporated by reference to Exhibit 4.16 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(84) Incorporated by reference to Exhibit 4.16.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
(85) Incorporated by reference to Exhibit 4.46 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1988.
(86) Incorporated by reference to Exhibit 4.17 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(87) Incorporated by reference to Exhibit 4.17.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
(88) Incorporated by reference to Exhibit 4.33 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1988.
(89) Incorporated by reference to Exhibit 4.18 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(90) Incorporated reference to Exhibit 4.18.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
(91) Incorporated by reference to Exhibit 4.34 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1988.
(92) Incorporated by reference to Exhibit 4.34 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1988.
(93) Incorporated by reference to Exhibit 4.35 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1989.
(94) Incorporated by reference to Exhibit 4.3 filed with Registration Statement
No. 2-89611 on February 23, 1984.
Continued
25
<PAGE>
PART II
FORM 10-Q
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
Item 6. Exhibits and Reports on Form 8-K, continued.
--------------------------------
(95) Incorporated by reference to Exhibit 4.4 filed with Registration Statement
No. 2-89611 on February 23, 1984.
(96) Incorporated by reference to Exhibit 4.5 filed with Registration Statement
No. 2-89611 on February 23, 1984.
(97) Incorporated by reference to Exhibit 4.6 filed with Amendment No. 1 to
Registration Statement No. 2-89611 on April 19, 1984.
(98) Incorporated by reference to Exhibit 4.9 filed with the Company's Annual
report on Form 10-K for the year ended December 31, 1984.
(99) Incorporated by reference to Exhibit 4.14 to Post Effective Amendment No.
1 to Registration Statement No. 2-89611 on June 28, 1985.
(100) Incorporated by reference to Exhibit 4.15 to Post-Effective Amendment No.
1 to Registration Statement No. 2-89611 on June 28, 1985.
(101) Incorporated by reference to Exhibit 4.16 filed with Registration
Statement No. 33-670 on October 4, 1985.
(102) Incorporated by reference to Exhibit 4.17 filed with Registration
Statement No. 33-670 on October 4, 1985.
(103) Incorporated by reference to Exhibit 4.11 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1984.
(104) Incorporated by reference to Exhibit 4.19 filed with Registration
Statement No. 33-670 on October 4, 1985.
(105) Incorporated by reference to Exhibit 10.1 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1985.
(106) Incorporated by reference to Exhibit 10.2 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1985.
(107) Incorporated by reference to Exhibit 10.3 filed with Amendment No.1 to
Registration Statement No. 2-89611 on April 19, 1984.
(108) Incorporated by reference to Exhibit 10.4 filed with Registration
Statement No. 33-670 on October 4, 1985.
26
<PAGE>
FORM 10-Q
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
November 14, 1997 By: /s/ William J. Inman
- ----------------- --------------------------------------
Date William J. Inman, President and
Chairman of the Board of Directors
(Duly Authorized Officer)
November 14, 1997 By: /s/ Peter J. Fitzsimmons
- ----------------- ---------------------------------------
Date Peter J. Fitzsimmons, Vice President;
Controller; Secretary; Director
(Principal Financial and Accounting Officer)
27
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