<PAGE>
[Conformed Copy]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the fiscal year ended December 31, 1997
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] For the transition period from
to .
------------- ---------------
COMMISSION FILE NO. 0-11623
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
(Exact name of registrant as specified in its charter)
INCORPORATED IN DELAWARE 25-1460059
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 RYAN COURT, PITTSBURGH, PENNSYLVANIA 15205
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 276-4225
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $1.00 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AT MARCH 27, 1998:
None
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 27, 1998:
1,000 shares
The Registrant meets the conditions set forth in General Instruction J(1)(a)
and (b) of Form 10-K and is filing this Form with the reduced disclosure
permitted thereby.
<PAGE>
PART I
ITEM 1. BUSINESS.
Ryan Mortgage Acceptance Corporation IV (the "Company") was incorporated in
the State of Delaware on February 21, 1984, and is a wholly owned, limited
purpose financing subsidiary of NVR Financial Services, Inc. (the "Mortgage
Company") (formerly Ryan Financial Services, Inc.) which, in turn, is a wholly
owned mortgage banking subsidiary of NVR, Inc. ("NVR"). NVR is the successor
company to NVR L.P.
The Company was organized to facilitate the financing of long-term
residential mortgage loans and does not intend to engage in any business or
investment activities other than issuing and selling Mortgage-Collateralized
Bonds (the "Bonds") and bonds backed by mortgage loans or other types of
mortgage-related securities and acquiring, owning, pledging and dealing with
GNMA Certificates, FNMA Certificates, FHLMC Certificates, mortgage loans and
other mortgage-related securities securing its bonds.
The Bonds are issued in series pursuant to an Indenture dated as of May 1,
1984, as amended (the "Indenture"), between the Company and The Bank of New
York (the "Trustee"), as supplemented by a series supplement with respect to
each series of Bonds. Bonds of a series may be secured by GNMA Certificates
issued by an affiliate of the Company or another financial institution
approved by GNMA as an issuer of GNMA Certificates, FNMA Certificates backed
by mortgage loans sold to FNMA and serviced by an affiliate of the Company or
another financial institution and FHLMC Certificates backed by mortgage loans
sold to FHLMC and serviced by an affiliate of the Company or another financial
institution. Such GNMA Certificates, FNMA Certificates and FHLMC Certificates
are sold to the Company by the Mortgage Company and pledged by the Company to
the Trustee as security for the Bonds of such series. In addition, the Company
may enter into funding agreements with the limited purpose finance
subsidiaries (the "Finance Companies") of certain home builders and/or
financial institutions whereby the Company agrees to loan to a Finance Company
a portion of the proceeds of a series of Bonds. Such loans are secured by
pledges of GNMA Certificates, FNMA Certificates and/or FHLMC Certificates to
the Company, which in turn pledges such Certificates to the Trustee as
security for the Bonds of such series. The GNMA Certificates are guaranteed as
to payment of principal and interest by the Government National Mortgage
Association ("GNMA"), an instrumentality of the United States. The FNMA
Certificates are guaranteed as to payment of principal and interest by the
Federal National Mortgage Association ("FNMA"), a federally chartered,
privately owned corporation. The FHLMC Certificates are guaranteed as to
payment of principal and interest by the Federal Home Loan Mortgage
Corporation ("FHLMC"), a corporate instrumentality of the United States. As of
December 31, 1997, the Company had issued 33 series of Bonds with an aggregate
original principal amount of $1,191,475,000.
The Company has no employees, but approximately six persons who are full-
time employees of NVR or affiliates of NVR perform services from time to time
on behalf of the Company.
ITEM 2. PROPERTIES.
The Company neither owns nor leases any buildings or real estate.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any pending legal proceedings, nor is the
Company aware of any proceedings contemplated by governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Omitted pursuant to General Instruction J.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no public market for the Company's common stock, all of the issued
and outstanding shares of which are held by the Mortgage Company. The Company
has never paid a cash dividend on its common stock.
1
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
Omitted pursuant to General Instruction J.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
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, FHLMC Certificates, mortgage loans and other mortgage-related
securities.
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, 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,
subject to the lien of the Indenture and subject to the rights of the Trustee
and the Bondholders thereunder, to RMI 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 to INVG Government Securities Corp., succeeded in
interest by INVG Mortgage Securities Corp. ("INVG"), subject to such lien 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, 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.
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. For purposes of establishing
the principal amount of GNMA Certificates 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
the Finance Companies, 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.
2
<PAGE>
The net premium 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 during any accounting period do not
necessarily correspond to actual cash flow during the same period.
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. In 1992, the
Company redeemed, at RMI's request, its Mortgage-Collateralized Bonds, Series
26, 29 and 30, on January 2, 1992, its Mortgage-Collateralized Bonds, Series
21, 22 and 25, on February 3, 1992 and its Mortgage-Collateralized Bonds,
Series 23, 24, 27, 28 and 31, on March 2, 1992. In 1993, the Company redeemed,
at RMI's request, its Mortgage-Collateralized Bonds, Series 1, on February 10,
1993 and its Mortgage-Collateralized Bonds, Series 2, on October 20, 1993. In
1996, the Company redeemed, at INVG's request, its Mortgage-Collateralized
Bonds, Series 3, on June 3, 1996, and its Mortgage-Collateralized Bonds,
Series 4, on July 1, 1996. In 1997, the Company redeemed, at Sperlinga's
request, its Mortgage-Collateralized Bonds, Series 19, on May 1, 1997. Prior
to each redemption date, RMI, INVG or Sperlinga deposited with the Trustee the
amount of money required to redeem the Bonds to be redeemed on such redemption
date. On the day following each such date of deposit, the collateral securing
the Bonds to be redeemed was released to RMI, INVG or Sperlinga and the Notes
relating to such Bonds were cancelled.
Interest income for the year ended December 31, 1997 decreased $4,072
compared to the year ended December 31, 1996. This decrease was due to
principal payments on mortgage-backed securities and the sale of mortgage-
backed securities. Interest expense for the year ended December 31, 1997
decreased $3,808 compared to the year ended December 31, 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 twelve months ended December 31, 1997 and
December 31, 1996 are due to the sale of mortgage-backed securities and
redemption of bonds during 1996 and 1997. In conjunction with the sale of
mortgage-backed securities and the redemption of bonds during 1997, the
Company realized a gain on the sale of mortgage-backed securities, before
taxes, of $590 and a loss on the retirement of the related bonds, before
taxes, of $552. No other revenue or expense item changes are deemed
significant.
The Company is currently assessing the extent of Year 2000 issues affecting
the Company. Based on a preliminary assessment, management does not believe
that the Company's exposure to Year 2000 issues will have a material effect on
its financial position or results of operations.
3
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Ryan Mortgage Acceptance Corporation IV:
We have audited the accompanying balance sheet of Ryan Mortgage Acceptance
Corporation IV as of December 31, 1997 and 1996 and the related statements of
income and retained earnings, and cash flows for each of the years in the
three-year period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Ryan Mortgage Acceptance
Corporation IV as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP
Pittsburgh, Pennsylvania
January 28, 1998
4
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
BALANCE SHEET
DECEMBER 31, 1997 AND 1996
(DOLLAR AMOUNTS IN THOUSANDS, OTHER THAN SHARE DATA)
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
ASSETS
Cash........................................................... $ 2 $ 2
Funds held by Trustee (note 4)................................. 245 557
Receivables on mortgage-backed securities (note 3)............. 798 547
Receivable from affiliates (note 6)............................ 268 344
Investments in mortgage-backed securities available-for-sale
(amortized cost of $20,538 and $38,791, net of discount of $59
and $54)...................................................... 21,549 40,101
Deferred bond issue costs...................................... 179 638
Other assets................................................... 10 9
------- -------
$23,051 $42,198
======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Long-term debt (note 4)........................................ $20,725 $38,464
Accrued interest payable....................................... 235 682
Deferred income taxes.......................................... 354 459
Other liabilities.............................................. 92 141
------- -------
21,406 39,746
------- -------
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 $657 and $851, net of income taxes)..... 755 936
------- -------
1,645 2,452
------- -------
$23,051 $42,198
======= =======
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Revenues:
Interest income...................................... $2,360 $6,432 $9,776
Adjustment/Accretion of net premium on
mortgage-backed securities, net (note 4)............ 12 (52) 112
Bond administration fee.............................. 12 19 26
Gain on sale of mortgage-backed securities........... 590 1,865 --
Income maintenance allowance from (to) parent (note
6).................................................. 12 124 (1,501)
------ ------ ------
2,986 8,388 8,413
------ ------ ------
Expenses:
Interest expense..................................... 2,254 6,062 9,653
Adjustment/Amortization of deferred bond issue costs,
net (note 4)........................................ 41 299 (698)
Adjustment/Amortization of bond discounts, net (note
4).................................................. 94 281 (715)
Interest on advances from affiliates (note 6)........ (10) 0 (15)
Other financial and administrative................... 42 142 161
------ ------ ------
2,421 6,784 8,386
------ ------ ------
Income before income taxes and
extraordinary item................................ 565 1,604 27
Provision for income taxes............................. 194 562 11
------ ------ ------
Income before extraordinary item................... 371 1,042 16
Extraordinary item:
Loss on retirement of bonds (net of income taxes of
$194 and $555)...................................... 358 1,030 --
------ ------ ------
Net income......................................... 13 12 16
Retained earnings:
Beginning of year.................................. 936 73 57
Change in unrealized gain (loss) on securities
available-for-sale,
net of income taxes............................... (194) 851 --
------ ------ ------
End of year........................................ $ 755 $ 936 $ 73
====== ====== ======
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Operating Activities:
Net income..................................... $ 13 $ 12 $ 16
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of mortgage-backed securities... (590) (1,865) --
Loss on retirement of bonds.................. 552 1,585 --
Amortization of net premium on mortgage-
backed
securities.................................. (12) 52 (112)
Adjustments/Amortization of deferred bond
issue costs................................. 41 299 (698)
Adjustments/Amortization of bond discounts... 94 281 (715)
Change in interest receivable on mortgage-
backed
securities.................................. 70 509 126
Interest accrued and added to bond principal. -- 1,180 2,749
Change in other assets....................... (1) 38 (8)
Change in accrued interest payable........... (447) (891) (266)
Change in other liabilities.................. (49) (10) (13)
-------- -------- --------
Net cash (used) provided by Operating
Activities.................................. (329) 1,190 1,079
-------- -------- --------
Investing Activities:
Decrease in funds held by Trustee.............. 312 1,977 126
Principal payments on mortgage-backed
securities.................................... 4,175 15,497 16,879
Proceeds from sale of mortgage-backed
securities.................................... 14,359 46,639 --
-------- -------- --------
Net cash provided by Investing Activities.... 18,846 64,113 17,005
-------- -------- --------
Financing Activities:
Redemption of bonds............................ (17,967) (62,306) (19,504)
Net receipt (repayment) of advances to/from
affiliates.................................... 76 (203) 1,420
Return of capital to parent.................... (626) (2,794) --
-------- -------- --------
Net cash used by Financing Activities........ (18,517) (65,303) (18,084)
-------- -------- --------
Increase in cash........................... -- -- --
Cash at beginning of year.................. 2 2 2
-------- -------- --------
Cash at end of year........................ $ 2 $ 2 $ 2
======== ======== ========
Supplemental disclosure of cash flow information:
Interest paid.................................. $ 2,701 $ 5,773 $ 7,170
======== ======== ========
Supplemental disclosure of non cash flow
financing activities:
Capital Contribution (note 6).................. $ -- $ -- $ 3,627
======== ======== ========
Change in unrealized gain on available-for-sale
securities (note 4)........................... $ (299) $ 1,310 $ --
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND
1995
(DOLLAR AMOUNTS IN THOUSANDS)
(1) INCORPORATION AND PRINCIPAL BUSINESS ACTIVITY:
Ryan Mortgage Acceptance Corporation IV (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 mortgage
banking subsidiary of NVR, Inc. (NVR), the successor to NVR L.P. NVR Mortgage
Finance, Inc. (NVR Finance) 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.
The Company was organized to facilitate the financing of long-term mortgage
loans and 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, FHLMC Certificates, mortgage loans and other
mortgage-related securities securing its bonds.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
In conjunction with the retirement of the Series 5 Bonds during the second
quarter of 1996 and the sale of the related collateral, the Company
reclassified its mortgage-backed securities as available-for-sale and
accordingly such securities are carried at their fair value. The mortgage-
backed securities available-for-sale held by the Company are GNMA and FNMA
Certificates (Certificates) reflected on the accompanying balance sheet at
their fair value as such certificates serve as collateral for the Company's
GNMA and FNMA-Collateralized Bonds.
The Company is included in the consolidated federal income tax return of NVR
and, therefore, entered into a tax allocation agreement with NVR. According to
this agreement, the Company will make federal income tax payments to NVR in an
amount equal to its share of the net federal income tax obligation of the
entire NVR consolidated tax group based on the amount of the tax obligation of
the Company on a "separate return" basis. Also, in the event the Company
incurs a tax loss on a cumulative "separate return" basis for any year, the
Company will be compensated for such tax loss only through a reduction in the
payments it would be obligated to make as a result of taxable income in future
years.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The amortization/accretion of deferred bond issue costs, net premium on
mortgage-backed securities and bond discounts is based on the interest method
considering actual prepayment experience on the mortgage-backed securities and
estimates of future prepayments in accordance with Statements of Financial
Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs
Associated with Originating or Acquiring Loans and Initial Direct Costs of
Leases." Deferred bond issue costs, net premium on mortgage-backed securities
and bond discounts are adjusted for differences that arise between estimated
and actual prepayments to the amount that would have existed had the actual
effective yield, based on actual prepayment speeds, been applied since their
inception.
(3) RECEIVABLES ON MORTGAGE-BACKED SECURITIES:
Receivables on mortgage-backed securities represent amounts due for
scheduled and unscheduled principal and interest payments for the months of
December 1997 and 1996.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
(4) LONG-TERM DEBT:
Long-term debt at December 31, 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 1,460 August 1, 2016
8 8-Z 9.00 10,060 September 1, 2016
10 10-Z 9.45 3,400 October 1, 2016
11 11-Z 9.00 11,183 October 1, 2016
-------
26,103
Less: Bonds
pertaining
to
the sale to
RMI as
described
below (4,860)
Less: Discounts (518)
-------
$20,725
=======
</TABLE>
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 lien 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, 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.
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. Subject to the priorities among classes set forth below,
the Company is obligated periodically, 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.
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. In conjunction with the retirement of the Series 5 Bonds
during the second quarter of 1996 and the sale of the related collateral, the
Company reclassified its mortgage-backed securities as available-for-sale and,
accordingly, such securities 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.
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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
--------------- ----
<C> <S>
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>
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. Pursuant to
the terms of the Indenture, the Company redeemed, at RMI's request, its
Mortgage-Collateralized Bonds, Series 1, on February 10, 1993 and its
Mortgage-Collateralized Bonds, Series 2, on October 20, 1993. In addition,
pursuant to the terms of the Indenture, the Company redeemed, at INVG's
request, its GNMA-Collateralized Bonds, Series 3, on June 3, 1996 and its
FNMA-Collateralized Bonds, Series 4, on July 1, 1996. In 1997, the Company
redeemed, at Sperlinga's request, its Mortgage-Collateralized Bonds, Series
19, on May 1, 1997.
The Series 1 and 2 Bonds were collateralized by GNMA Certificates and FNMA
Certificates, by funding agreements between the Company and limited purpose
finance subsidiaries of certain home builders and/or financial institutions
and the notes issued pursuant thereto. The Series 3, 5, 6, 8, 11, 13, 15, 16,
20, 32 and 33 Bonds are or were, as the case may be, collateralized by GNMA
Certificates, while the Series 4, 7, 9, 10, 12, 14, 17, 18 and 19 Bonds are or
were, as the case may be, 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 Sperlinga
having payment terms the same as those of the respective outstanding class of
the related series of Bonds. The specific collateral pledged for a particular
series of Bonds is not available as collateral for any other series.
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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 fair value of mortgage-backed securities at December 31, 1997
and 1996 was $21,549 and $40,101, respectively. Gross unrealized holding gains
related to the mortgage-backed securities were $1,011 and $1,310 at December
31, 1997 and 1996, respectively. 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 or Sperlinga. Such payments will be made on the
first Principal Payment Date for each series.
(5) SALE OF MORTGAGE-BACKED SECURITIES:
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
RMI. Such collateral was sold, subject to the lien of the Indenture and
subject to the rights of the Trustee and the Bondholders thereunder, to RMI in
exchange for cash and delivery of limited recourse promissory notes of RMI
having payment terms the same as those of the respective classes of the
related series of Bonds. RMI subsequently sold, subject to such lien and
rights, the collateral securing the Company's Mortgage-Collateralized Bonds,
Series 3, 4, 7, 10 and 19. In accordance with FASB Technical Bulletin No. 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.
Information related to the collateral owned by persons other than the
Company and pledged to secure such Bonds as of December 31, 1997 is as
follows:
<TABLE>
<CAPTION>
PRINCIPAL
BALANCE OF RECEIVABLES ON OUTSTANDING
MORTGAGE- MORTGAGE- PRINCIPAL
BACKED FUNDS HELD BACKED BALANCE
SERIES SECURITIES BY TRUSTEE SECURITIES CLASS OF BONDS
- ------ ---------- ---------- -------------- ----- -----------
<S> <C> <C> <C> <C> <C>
7 $1,405 $75 $ 35 7-Z $1,460
10 3,359 -- 77 10-Z 3,400
------ --- ---- ------
$4,764 $75 $112 $4,860
====== === ==== ======
</TABLE>
(6) RELATED PARTY TRANSACTIONS:
Certificates were purchased by the Company from NVRFS at a price to yield
the approximate weighted average yield of the bonds which they collateralize.
All amounts receivable/payable from/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 holders of its Bonds. During
1995, $3,627 of payable to affiliates was reclassified to additional paid-in
capital as a contribution of capital from NVRFS.
Currently, NVR Finance provides the Company with accounting and
administrative services, including services of officers. For such services,
the Company paid $8 in 1997, $19 in 1996 and $22 in 1995. NVR Finance acts as
servicing agent for the mortgage loans backing certain Certificates owned by
the Company and receives a customary servicing fee.
Pursuant to an arrangement established in connection with the acquisition by
NVR L.P. of Ryan Homes, Inc., the Company receives payments from, and makes
payments to, NVRFS in the form of an income maintenance allowance based upon
profits or losses generated over the lives of bond series issued prior to June
23, 1987.
----------
11
<PAGE>
(7) INCOME TAXES
The total income tax expense (recovery) for each of the years in the three
year period ended December 31, 1997 was allocated as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- ----
<S> <C> <C> <C>
Income from operations.................................... $ 194 $ 562 $11
Extraordinary item........................................ (194) (555) --
Shareholder's equity for the tax effect of net unrealized
gains on securities
available-for-sale....................................... (105) 459 --
----- ----- ---
$(105) $ 466 $11
===== ===== ===
</TABLE>
The provision for income taxes attributable to operations for each of the
years in the three year period ended December 31, 1997 consists of the
following:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current:
Federal........................................................ $170 $482 $ 9
State.......................................................... 24 80 2
---- ---- ---
$194 $562 $11
==== ==== ===
</TABLE>
The tax effects of temporary differences that give rise to deferred income
taxes on the Company's consolidated balance sheets consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31
-----------
1997 1996
----- -----
<S> <C> <C>
Deferred Tax Liabilities:
Mortgage-backed securities available-for-sale.................... $ 354 $ 459
</TABLE>
A reconciliation of income tax expense in the accompanying statements of
income to the amount computed by applying the statutory Federal income tax
rate to income before income taxes and extraordinary items for each of the
years in the three year period ended December 31, 1997 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Income taxes computed at the Federal statutory rate............ $198 $561 $ 9
State income taxes, net of Federal income tax benefit.......... 16 52 1
Other, net..................................................... (20) (51) 1
---- ---- ---
$194 $562 $11
==== ==== ===
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted pursuant to General Instruction J.
ITEM 11. EXECUTIVE COMPENSATION.
Omitted pursuant to General Instruction J.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Omitted pursuant to General Instruction J.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Omitted pursuant to General Instruction J.
12
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
PAGE(S)
-------
(a) Financial Statements, Schedules and Exhibits.
(1) Financial Statements.
Balance Sheet as of December 31, 1997 and 1996.............. 5
Statement of Income and Retained Earnings for the years
ended December 31, 1997, 1996 and 1995..................... 6
Statement of Cash Flows for the years ended
December 31, 1997, 1996 and 1995........................... 7
Notes to Financial Statements............................... 8-12
Independent Auditors' Report................................ 4
(2) Schedules.
All schedules are omitted because they are not applicable or
the required information is shown in the financial
statements or the notes thereto.
(3) Exhibits.
EXHIBIT NO.
-----------
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/
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/
4.7 Series 6 Supplement to Indenture/34/
4.8 Series 7 Supplement to Indenture/35/
13
<PAGE>
EXHIBIT NO.
-----------
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 Supplemental Indenture 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/
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/
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 to 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/
14
<PAGE>
EXHIBIT NO.
-----------
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/
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/
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/
23.1 Consent of KPMG Peat Marwick LLP
- ----------
/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 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.
15
<PAGE>
/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.
/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.
16
<PAGE>
/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 Current
Report on Form 8-K on October 11, 1988.
/42/Incorporated by reference to Exhibit 4.6.1 filed with the Company's
Current 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.
/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 by 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.
/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.
17
<PAGE>
/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's
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.
/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 Exibit 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 by 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.
18
<PAGE>
/94/Incorporated by reference to Exhibit 4.3 filed with Registration Statement
No. 2-89611 on February 23, 1984.
/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.
(b) Reports on Form 8-K.
No report on Form 8-K was filed by the Company during the last quarter of
1997.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 27, 1998 RYAN MORTGAGE ACCEPTANCE
CORPORATION IV
/s/ William J. Inman
By...................................
William J. Inman,
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ William J. Inman President and Chairman of March 27, 1998
................................. the Board of Directors
WILLIAM J. INMAN (Principal Executive Officer)
/s/ Peter J. Fitzsimmons Vice President; Controller; March 27, 1998
................................. Secretary; Director (Principal
PETER J. FITZSIMMONS Financial and Accounting
Officer)
/s/ Paul C. Saville Vice President; Director March 27, 1998
.................................
PAUL C. SAVILLE
20
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ryan Mortgage Acceptance Corporation IV:
We consent to the incorporation by reference in the Registration Statements
(No. 2-89611) on Form S-3 as amended by Post-Effective Amendment No. 2 (No.
33-00670) on Form S-3 and (No. 33-8475) on Form S-3 as amended by Post-
Effective Amendment No. 1 of Ryan Mortgage Acceptance Corporation IV of our
report dated January 28, 1998, relating to the balance sheet of Ryan Mortgage
Acceptance Corporation IV as of December 31, 1997 and 1996 and the related
statements of income and retained earnings and cash flows for each of the
years in the three-year period ended December 31, 1997, which report is
included in the December 31, 1997 annual report on Form 10-K of Ryan Mortgage
Acceptance Corporation IV.
KPMG PEAT MARWICK LLP
Pittsburgh, Pennsylvania
March 27, 1998
21
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