<PAGE>
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, 1998
[ ] 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 Delawar 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 30, 1999:
None
Number of shares of Common Stock outstanding at March 30, 1999:
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 Mortgage Finance, Inc. ("NVRMFI") which,
in turn, is a wholly owned mortgage banking subsidiary of NVR, Inc. ("NVR").
Ownership of the Company was transferred to NVRMFI from NVR Financial
Services, Inc. ("NVRFS") on September 30, 1998 as part of a plan of merger
where NVRFS was merged into 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 NVRFS 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, 1998, 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 NVRMFI. 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 11, originally issued in four classes (collectively, the "Mortgage-
Collateralized Bonds"). The Company also has issued and outstanding its
Mortgage-Collateralized Bonds, Series 7 and 10, originally 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.
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.
2
<PAGE>
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, its
Mortgage-Collateralized Bonds, Series 18 and 20, on May 1, 1997, and its GNMA-
Collateralized Bonds, Series 8, on September 1, 1998. 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, 1998 decreased $937 compared
to the year ended December 31, 1997. 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, 1998 decreased
$895 compared to the year ended December 31, 1997. 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, 1998 and December 31,
1997 are due to the sale of mortgage-backed securities and redemption of bonds
during 1998 and 1997. In conjunction with the sale of mortgage-backed
securities and the redemption of bonds during 1998, the Company realized a
gain on the sale of mortgage-backed securities, before taxes, of $608 and a
loss on the retirement of the related bonds, before taxes, of $315. No other
revenue or expense item changes are deemed significant.
The Year 2000 Issue is the risk that computer programs using two-digit date
fields will fail to properly recognize the Year 2000, with the result being
business interruptions due to computer system failures by the Company's
software or hardware or that of government entities, service providers and
vendors.
The Company, with the assistance of a consulting firm, is addressing the
Year 2000 Issue. The Company has completed its assessment of exposure to Year
2000 Issues and has developed a detailed plan to remediate areas of exposure.
The Company has completed its remediation and testing efforts on its bond
administration system and believes that the system is Year 2000 compliant.
The Company initiated formal communications with its significant suppliers
and service providers during 1998 to determine the extent to which the Company
may be vulnerable to their failure to correct their own Year 2000 issues and
intends to continue those communications during 1999. To the extent that
responses to Year 2000 readiness are unsatisfactory, the Company intends to
change major suppliers and service providers to those who have demonstrated
Year 2000 readiness. There can be no assurance that the Company will be
successful in finding such alternative suppliers, service providers, and
contractors or, if it is successful in finding such alternative suppliers,
service providers and contractors, that it will be able to do so at comparable
prices. In the event that any of the Company's significant suppliers or
service providers do not successfully and timely achieve Year 2000 compliance,
and the Company is unable to replace them at comparable prices, the Company's
business or operations could be adversely affected.
The Company presently believes that upon remediation of its business
software and hardware applications, the Year 2000 Issue will not present a
materially adverse risk to the Company's future results of operations,
liquidity, and capital resources. However, if such remediation is not
completed in a timely manner or the level of timely compliance by key
suppliers or service providers is not sufficient, the Year 2000 Issue could
have a
3
<PAGE>
material impact on the Company's operations including, but not limited to,
increased operating costs or other significant disruptions to the Company's
business. The Company has expended an insignificant amount on its Year 2000
related activities.
The Company will evaluate the necessity for contingency planning during 1999
on its systems and if communications with significant suppliers and service
providers indicate that the Company may be vulnerable to their failure to
correct their Year 2000 issues. This evaluation will continue throughout 1999.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Market risk is the risk of loss arising from adverse changes in market
prices and interest rates. Though the Company faces and manages other types of
risk, such as credit and liquidity risks, the Company's market risk arises
from interest rate risk inherent in its financial instruments. Interest rate
risk is the possibility that changes in interest rates will cause unfavorable
changes in net income or in the value of interest rate-sensitive assets and
liabilities. The Company has no market rate sensitive instruments held for
trading purposes.
The Company is exposed to interest rate risk as it relates to its investment
activities. The Company has issued and sold GNMA and FNMA Collateralized Bonds
("Bonds"), which are secured by GNMA and FNMA Mortgage Certificates
("Certificates"). The Company collects principal and interest on the
Certificates and makes principal and interest payments to the holders of the
Bonds (the "bond administration activities"). Subject to the terms of the
Indenture pursuant to which the Bonds were issued, the Company has the option
to redeem, in whole or in part, the Bonds at a date that is earlier than the
stated maturity of the Bonds. The Company's Certificates are classified and
held as available for sale securities.
Profitability of the Company may be directly affected by the levels of and
fluctuations in interest rates, which affect the value of the Certificates
held as available for sale. The profitability of the Company may be adversely
affected during any period of rising interest rates. For example, a
substantial or sustained increase in interest rates could adversely affect the
value of the Certificates and the intrinsic value of the early redemption
option of the respective Bonds. The Company's current risk management strategy
involves the holding of the Certificates until the profitable early redemption
of the Bonds becomes possible. In an environment of stable interest rates, the
Company conducts its bond administration activities, which are not subject to
significant market risk. Because of the uncertainty of the future level of
interest rates, there can be no assurance that the Company will realize gains
on the disposition of financial assets in the future.
The following table represents contractual balances of the Company's on
balance sheet financial instruments in dollars at the expected maturity dates,
as well as the fair values of those on balance sheet financial instruments, at
December 31, 1998. The expected maturity categories takes into consideration
historical and anticipated prepayment speeds, as well as actual amortization
of principal and does not take into consideration the reinvestment of cash or
the refinancing of existing indebtedness. Because the Company has previously
sold its Certificates at the early redemption call date and the options
currently have intrinsic value, the Company has made the assumption that the
portfolio of Certificates available for sale will mature at the respective
call dates. Consequently, the Bonds are also assumed to mature at the
respective call dates.
<TABLE>
<CAPTION>
Maturities (000's)
--------------------------------------------------
Fair
1999 2000 2001 2002 2003 Thereafter Total Value
---- ---- ----- ---- ---- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest rate sensitive
assets:
Investment in mortgage-
backed securities......... -- -- 4,500 -- -- -- 4,500 4,671
Average interest rate...... -- -- 9.0% -- -- -- 9.0%
Interest rate sensitive
liabilities:
Mortgage collateralized
bonds..................... -- -- 4,400 -- -- -- 4,400 4,400
Average interest rate...... -- -- 9.1% -- -- -- 9.1%
</TABLE>
4
<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, 1998 and 1997 and the related statements of
income, comprehensive income, retained earnings and accumulated other
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1998. 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, 1998 and 1997, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.
KPMG LLP
Pittsburgh, Pennsylvania
January 27, 1999
5
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
BALANCE SHEET
December 31, 1998 and 1997
(Dollar amounts in thousands, other than share data)
<TABLE>
<CAPTION>
1998 1997
------ -------
<S> <C> <C>
ASSETS
Cash............................................................ $ 2 $ 2
Funds held by Trustee (note 4).................................. 74 245
Receivables on mortgage-backed securities (note 3).............. 483 798
Receivable from affiliates (note 6)............................. 855 268
Investments in mortgage-backed securities available-for-sale
(amortized cost of $7,565 and $20,538, net of premium
(discount) of $28 and ($59))................................... 7,825 21,549
Deferred bond issue costs....................................... 66 179
Other assets.................................................... 9 10
------ -------
$9,314 $23,051
====== =======
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Long-term debt (note 4)......................................... $7,741 $20,725
Accrued interest payable........................................ 59 235
Deferred income taxes........................................... 91 354
Other liabilities............................................... 255 92
------ -------
8,146 21,406
------ -------
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...................................... 889 889
Retained earnings .............................................. 110 98
Accumulated other comprehensive income net of income taxes of
$91, and $354 (note 8)......................................... 168 657
------ -------
1,168 1,645
------ -------
$9,314 $23,051
====== =======
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENT OF INCOME, COMPREHENSIVE INCOME, RETAINED EARNINGS
AND ACCUMULATED OTHER COMPREHENSIVE INCOME
For the Years Ended December 31, 1998, 1997 and 1996
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Revenues:
Interest income...................................... $1,423 $2,360 $6,432
Adjustment/Accretion of net premium on
mortgage-backed securities, net (note 4)............ (2) 12 (52)
Bond administration fee.............................. 12 12 19
Gain on sale of mortgage-backed securities........... 608 590 1,865
Income maintenance allowance from (to) parent (note
6).................................................. (20) 12 124
------ ------ ------
2,021 2,956 8,388
------ ------ ------
Expenses:
Interest expense..................................... 1,359 2,254 6,062
Adjustment/Amortization of deferred bond issue costs,
net (note 4)........................................ 42 41 299
Adjustment/Amortization of bond discounts, net (note
4).................................................. 114 94 281
Interest on advances from affiliates (note 6)........ (8) (10) --
Other financial and administrative................... 187 42 142
------ ------ ------
1,694 2,421 6,784
------ ------ ------
Income before income taxes and
extraordinary item................................ 327 565 1,604
Provision for income taxes............................. 110 194 562
------ ------ ------
Income before extraordinary item................... 217 371 1,042
Extraordinary item:
Loss on retirement of bonds (net of income taxes of
$110, $194 and $555)................................ 205 358 1,030
------ ------ ------
Net income......................................... 12 13 12
Other comprehensive income, net of tax:
Unrealized holding gains (losses) during the period
(net of tax of $50, $101 and $1,111, respectively).. (94) 190 2,063
Less: reclassification adjustment for gains
recognized in net income (net of tax of $213, $206
and $653, respectively)............................. 395 384 1,212
------ ------ ------
Other comprehensive income (loss).................. (489) (194) 851
------ ------ ------
Comprehensive income (loss)........................ (477) (181) 863
====== ====== ======
Retained earnings:
Beginning of year.................................... 98 85 73
Net income........................................... 12 13 12
------ ------ ------
End of year.......................................... $ 110 $ 98 $ 85
====== ====== ======
Accumulated other comprehensive income:
Beginning of year.................................... 657 851 --
Other comprehensive income (loss) during the year.... (489) (194) 851
------ ------ ------
End of year.......................................... $ 168 $ 657 $ 851
====== ====== ======
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 1998, 1997 and 1996
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Operating Activities:
Net income..................................... $ 12 $ 13 $ 12
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of mortgage-backed securities... (608) (590) (1,865)
Loss on retirement of bonds.................. 315 552 1,585
Amortization of net premium on mortgage-
backed
securities.................................. 2 (12) 52
Adjustments/Amortization of deferred bond
issue costs................................. 42 41 299
Adjustments/Amortization of bond discounts... 114 94 281
Change in interest receivable on mortgage-
backed
securities.................................. 99 70 509
Interest accrued and added to bond principal. -- -- 1,180
Change in other assets....................... 1 (1) 38
Change in accrued interest payable........... (176) (447) (891)
Change in other liabilities.................. 163 (49) (10)
-------- -------- --------
Net cash (used) provided by Operating
Activities.................................. (36) (329) 1,190
-------- -------- --------
Investing Activities:
Decrease in funds held by Trustee.............. 171 312 1,977
Principal payments on mortgage-backed
securities.................................... 5,075 4,175 15,497
Proceeds from sale of mortgage-backed
securities.................................... 8,718 14,359 46,639
-------- -------- --------
Net cash provided by Investing Activities.... 13,964 18,846 64,113
-------- -------- --------
Financing Activities:
Redemption of bonds............................ (13,341) (17,967) (62,306)
Net receipt (repayment) of advances to/from
affiliates.................................... (587) 76 (203)
Return of capital to parent.................... -- (626) (2,794)
-------- -------- --------
Net cash used by Financing Activities........ (13,928) (18,517) (65,303)
-------- -------- --------
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.................................. $ 1,535 $ 2,701 $ 5,773
======== ======== ========
Supplemental disclosure of non cash flow
financing activities:
Change in unrealized gain on available-for-sale
securities (note 4)........................... $ (751) $ (299) $ 1,310
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
RYAN MORTGAGE ACCEPTANCE CORPORATION IV
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997 and for the Years Ended December 31, 1998, 1997 and
1996
(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 Mortgage Finance, Inc. (NVRMFI).
NVRMFI is a wholly owned mortgage banking subsidiary of NVR, Inc. (NVR), the
successor to NVR L.P. Ownership of the Company was transferred to NVRMFI from
NVR Financial Services, Inc. (NVRFS) on September 30, 1998 as part of a plan
of merger where NVRFS was merged into NVR.
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 1998 and 1997.
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
(4) Long-Term Debt:
Long-term debt at December 31, 1998 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 1,059 August 1, 2016
10 10-Z 9.45 2,358 October 1, 2016
11 11-Z 9.00 7,902 October 1, 2016
-------
11,319
Less: Bonds
pertaining to
the sale to
RMI as
described
below (3,417)
Less: Discounts (161)
-------
$ 7,741
=======
</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 accumulated other comprehensive income 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
--------------- ----
<C> <S>
Class 7-Z Bonds August 1, 2001
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
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
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, its
Mortgage-Collateralized Bonds, Series 18 and 20, on May 1, 1997, and its GNMA-
Collateralized Bonds, Series 8, on September 1, 1998. 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.
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, 1998
and 1997 was $7,825 and $21,549, respectively. Gross unrealized holding gains
related to the mortgage-backed securities were $260 and $1,011 at December 31,
1998 and 1997, 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 Sperlinga. Such payments will be made on the first Principal Payment Date
for each series. The fair value of the Bonds is not materially different from
the carrying value.
(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, 1998 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 $1,012 $73 $14 7-Z $1,059
10 2,326 -- 58 10-Z 2,358
------ --- --- ------
$3,338 $73 $62 $3,417
====== === === ======
</TABLE>
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
(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 NVRMFI. All amounts payable to affiliates are
subordinate to the Company's obligations to the holders of its Bonds.
Currently, NVRMFI provides the Company with accounting and administrative
services, including services of officers. For such services, the Company paid
$5 in 1998, $8 in 1997 and $19 in 1996. NVRMFI 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, NVRMFI 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.
----------
(7) Income Taxes:
The total income tax expense (recovery) for each of the years in the three
year period ended December 31, 1998 was allocated as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Income from operations.................................. $ 110 $ 194 $ 562
Extraordinary item...................................... (110) (194) (555)
Shareholder's equity for the tax effect of net
unrealized gains on securities
available-for-sale..................................... (263) (105) 459
----- ----- -----
$(263) $(105) $ 466
===== ===== =====
</TABLE>
The provision for income taxes attributable to operations for each of the
years in the three year period ended December 31, 1998 consists of the
following:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current:
Federal........................................................ $ 96 $170 $482
State.......................................................... 14 24 80
---- ---- ----
$110 $194 $562
==== ==== ====
</TABLE>
The tax effects of temporary differences that give rise to deferred income
taxes on the Company's balance sheets consist of the following:
<TABLE>
<CAPTION>
December 31
------------
1998 1997
----- ------
<S> <C> <C>
Deferred Tax Liabilities:
Mortgage-backed securities available-for-sale................... $ 91 $ 354
</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, 1998 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Income taxes computed at the Federal statutory rate........... $114 $198 $561
State income taxes, net of Federal income tax benefit......... 10 16 52
Other, net.................................................... (14) (20) (51)
---- ---- ----
$110 $194 $562
==== ==== ====
</TABLE>
12
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
(8) Adoption of Accounting Standard
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income. SFAS No.
130 establishes standards for reporting and display of comprehensive income and
its components in a full set of general-purpose financial statements.
Comprehensive income is defined as the change in equity of the Company during a
period from transactions and other events and circumstances from nonowner
sources.
Included in accumulated other comprehensive income are the net after tax
effects of the net change in unrealized holding gains on mortgage-backed
securities available-for-sale.
13
<PAGE>
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.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
<TABLE>
<CAPTION>
Page(s)
-------
<C> <C> <S> <C>
(a) Financial Statements, Schedules and Exhibits.
(1) Financial Statements.
Balance Sheet as of December 31, 1998 and 1997.............. 6
Statement of Income, Comprehensive Income, Retained Earnings
and Accumulated Other Comprehensive Income for the years
ended
December 31, 1998, 1997 and 1996........................... 7
Statement of Cash Flows for the years ended
December 31, 1998, 1997 and 1996........................... 8
Notes to Financial Statements............................... 9-13
Independent Auditors' Report................................ 5
(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.
</TABLE>
<TABLE>
<CAPTION>
Exhibit No.
-----------
<C> <S>
3.1 Restated Certificate of Incorporation of the Company1
3.2 By-Laws of the Company2
3.2.1 Amendment to By-Laws of the Company adopted June 24, 19873
4.1 Indenture dated as of May 1, 1984 between the Company and
Trustee4
4.1.1 First Supplemental Indenture to Indenture5
4.1.2 Second Supplemental Indenture to Indenture6
4.1.3 Third Supplemental Indenture to Indenture7
4.1.4 Fourth Supplemental Indenture to Indenture8
4.1.5 Fifth Supplemental Indenture to Indenture9
4.1.6 Sixth Supplemental Indenture to Indenture10
4.1.7 Seventh Supplemental Indenture to Indenture11
4.1.8 Eighth Supplemental Indenture to Indenture12
4.1.9 Ninth Supplemental Indenture to Indenture13
4.1.10 Tenth Supplemental Indenture to Indenture14
4.1.11 Eleventh Supplemental Indenture to Indenture15
4.2 Series 1 Supplement to Indenture16
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit No.
-----------
<C> <S>
4.2.1 First Supplemental Indenture to Series 1 Supplement17
4.2.2 Purchase Agreement with respect to collateral securing Series 1
Bonds18
4.3 Series 2 Supplement to Indenture19
4.3.1 First Supplemental Indenture to Series 2 Supplement20
4.3.2 Second Supplemental Indenture to Series 2 Supplement21
4.3.3 Purchase Agreement with respect to collateral securing Series 2
Bonds22
4.3.4 Third Supplemental Indenture to Series 2 Supplement23
4.4 Series 3 Supplement to Indenture24
4.4.1 First Supplemental Indenture to Series 3 Supplement25
4.4.2 Purchase Agreement with respect to collateral securing Series 3
Bonds26
4.5 Series 4 Supplement to Indenture27
4.5.1 First Supplemental Indenture to Series 4 Supplement28
4.5.2 Second Supplemental Indenture to Series 4 Supplement29
4.5.3 Third Supplemental Indenture to Series 4 Supplement30
4.5.4 Purchase Agreement with respect to collateral securing Series 4
Bonds31
4.6 Series 5 Supplement to Indenture32
4.6.1 First Supplemental Indenture to Series 5, 6, 7, 8, 9, 10 and 11
Supplements33
4.7 Series 6 Supplement to Indenture34
4.8 Series 7 Supplement to Indenture35
4.8.1 Second Supplemental Indenture to Series 7 Supplement36
4.8.2 Purchase Agreement with respect to collateral securing Series 7
Bonds37
4.9 Series 8 Supplement to Indenture38
4.10 Series 9 Supplement to Indenture39
4.11 Series 10 Supplement to Indenture40
4.11.1 Second Supplemental Indenture to Series 10 Supplement41
4.11.2 Purchase Agreement with respect to collateral securing Series 10
Bonds42
4.12 Series 11 Supplement to Indenture43
4.12.1 Second Supplemental Indenture to Series 11 Supplement44
4.13 Series 12 Supplement to Indenture45
4.14 Series 13 Supplement to Indenture46
4.15 Series 14 Supplement to Indenture47
4.16 Series 15 Supplement to Indenture48
4.17 Series 16 Supplement to Indenture49
4.18 Series 17 Supplement to Indenture50
4.19 Series 18 Supplement to Indenture51
4.20 Series 19 Supplement to Indenture52
4.20.1 First Supplemental Indenture to Series 19 Supplement53
4.20.2 Purchase Agreement with respect to collateral securing Series 19
Bonds54
4.21 Series 20 Supplement to Indenture55
4.22 Series 21 Supplement to Indenture56
4.22.1 First Supplemental Indenture to Series 21, 22, 23, 24 and 25
Supplements57
4.22.2 Second Supplemental Indenture to Series 21 Supplement58
4.22.3 Purchase Agreement with respect to collateral securing Series 21
Bonds59
4.23 Series 22 Supplement to Indenture60
4.23.1 First Supplemental Indenture to Series 22 Supplement61
4.23.2 Second Supplemental Indenture to Series 22 Supplement62
4.23.3 Purchase Agreement with respect to collateral securing Series 22
Bonds63
4.24 Series 23 Supplement to Indenture64
4.24.1 Second Supplemental Indenture to Series 23 Supplement65
4.24.2 Purchase Agreement with respect to collateral securing Series 23
Bonds66
4.25 Series 24 Supplement to Indenture67
4.25.1 Second Supplemental Indenture to Series 24 Supplement68
4.25.2 Purchase Agreement with respect to collateral securing Series 24
Bonds69
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Exhibit No.
-----------
<C> <S>
4.26 Series 25 Supplement to Indenture70
4.26.1 Second Supplemental Indenture to Series 25 Supplement71
4.26.2 Purchase Agreement with respect to collateral securing Series 25
Bonds.72
4.27 Series 26 Supplement to Indenture73
4.27.1 First Supplemental Indenture to Series 26 Supplement74
4.27.2 Purchase Agreement with respect to collateral securing Series 26
Bonds75
4.28 Series 27 Supplement to Indenture76
4.28.1 First Supplemental Indenture to Series 27 Supplement77
4.28.2 Purchase Agreement with respect to collateral securing Series 27
Bonds78
4.29 Series 28 Supplement to Indenture79
4.29.1 First Supplemental Indenture to Series 28 Supplement80
4.29.2 Purchase Agreement with respect to collateral securing Series 28
Bonds81
4.30 Series 29 Supplement to Indenture82
4.30.1 First Supplemental Indenture to Series 29 Supplement83
4.30.2 Purchase Agreement with respect to collateral securing Series 29
Bonds84
4.31 Series 30 Supplement to Indenture85
4.31.1 First Supplemental Indenture to Series 30 Supplement86
4.31.2 Purchase Agreement with respect to collateral securing Series 30
Bonds87
4.32 Series 31 Supplement to Indenture88
4.32.1 First Supplemental Indenture to Series 31 Supplement89
4.32.2 Purchase Agreement with respect to collateral securing Series 31
Bonds90
4.33 Series 32 Supplement to Indenture91
4.34 Series 33 Supplement to Indenture92
4.35 First Amendment to Purchase Agreements93
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 Contract97
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
Indenture99
4.42 Agreement to Purchase Conventional Home Mortgages and to Sell
Mortgage Participation Certificates between FHLMC and FHLMC
Seller-Servicer100
4.43 Agreement to Guarantee Timely Payment of Scheduled Principal
between FHLMC and FHLMC Seller-Servicer101
4.44 FHLMC Mortgage Participation Certificate Agreement102
4.45 Guaranty between the Mortgage Company and the Trustee103
4.46 Letter Agreement among RHI, the Mortgage Company and the
Company104
10.1 Form of Participation Agreement105
10.2 Form of Funding Agreement106
10.3 Agreement among the Company, Mellon National Corporation
("Mellon") and certain of Mellon's subsidiaries107
10.4 Form of Guaranteed Investment Contract108
23.1 Consent of KPMG LLP
</TABLE>
- --------
1Incorporated by reference to Exhibit 3.1 filed with Post-Effective Amendment
No. 1 to Registration Statement No. 2-89611 on June 28, 1985.
2Incorporated by reference to Exhibit 3.2 filed with the Company's Form 10.
3Incorporated by reference to Exhibit 3.2.1 filed with the Company's
Quarterly Report on Form 10-Q for period ended June 30, 1987.
16
<PAGE>
4Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on June 29, 1984.
5Incorporated by reference to Exhibit 4.4 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1984.
6Incorporated by reference to Exhibit 4.5 filed with the Company's Quarterly
Report on Form 10-Q for the period ended March 31, 1985.
7Incorporated by reference to Exhibit 4.7 filed with the Company's
Registration Statement No. 33-670 on October 4, 1985.
8Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
9Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on July 21, 1986.
10Incorporated by reference to Exhibit 4.14 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
11Incorporated by reference to Exhibit 4.21 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
12Incorporated by reference to Exhibit 4.33 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1987.
13Incorporated by reference to Exhibit 4.4 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
14Incorporated by reference to Exhibit 4.19 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
15Incorporated 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.
16Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on June 29, 1984.
17Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
18Incorporated by reference to Exhibit 4.1.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
19Incorporated by reference to Exhibit 4.3 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1984.
20Incorporated by reference to Exhibit 4.6 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1985.
21Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
22Incorporated by reference to Exhibit 4.2.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
23Incorporated 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.
24Incorporated by reference to Exhibit 4.8.1 filed with Registration
Statement No. 33-670 on October 4, 1985.
25Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
26Incorporated by reference to Exhibit 4.3.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
27Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
28Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on May 2, 1986.
29Incorporated by reference to Exhibit 4.24 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
30Incorporated by reference to Exhibit 4.4 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
17
<PAGE>
31Incorporated by reference to Exhibit 4.4.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
32Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on July 21, 1986.
33Incorporated by reference to Exhibit 4.25 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
34Incorporated by reference to Exhibit 4.15 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
35Incorporated by reference to Exhibit 4.16 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1986.
36Incorporated by reference to Exhibit 4.5 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
37Incorporated by reference to Exhibit 4.5.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
38Incorporated by reference to Exhibit 4.17 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
39Incorporated by reference to Exhibit 4.18 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
40Incorporated by reference to Exhibit 4.19 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
41Incorporated by reference to Exhibit 4.6 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
42Incorporated by reference to Exhibit 4.6.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
43Incorporated by reference to Exhibit 4.20 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
44Incorporated 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.
45Incorporated by reference to Exhibit 4.22 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
46Incorporated by reference to Exhibit 4.23 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1986.
47Incorporated by reference to Exhibit 4.26 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
48Incorporated by reference to Exhibit 4.27 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
49Incorporated by reference to Exhibit 4.28 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 33-8475 on January 21, 1987.
50Incorporated by reference to Exhibit 4.29 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1986.
51Incorporated by reference to Exhibit 4.30 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1986.
52Incorporated by reference to Exhibit 4.31 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1987.
53Incorporated by reference to Exhibit 4.7 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
54Incorporated by reference to Exhibit 4.7.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
55Incorporated by reference to Exhibit 4.32 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1987.
56Incorporated by reference to Exhibit 4.34 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1987.
57Incorporated by reference to Exhibit 4.5 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
18
<PAGE>
58Incorporated by reference to Exhibit 4.8 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
59Incorporated by reference to Exhibit 4.8.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
60Incorporated by reference to Exhibit 4.35 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
61Incorporated by reference to Exhibit 4.36 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
62Incorporated by reference to Exhibit 4.9 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
63Incorporated by reference to Exhibit 4.9.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
64Incorporated by reference to Exhibit 4.37 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
65Incorporated by reference to Exhibit 4.10 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
66Incorporated by reference to Exhibit 4.10.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
67Incorporated by reference to Exhibit 4.38 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1987.
68Incorporated by reference to Exhibit 4.11 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
69Incorporated by reference to Exhibit 4.11.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
70Incorporated by reference to Exhibit 4.1 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
71Incorporated by reference to Exhibit 4.12 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
72Incorporated by reference to Exhibit 4.12.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
73Incorporated by reference to Exhibit 4.2 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
74Incorporated by reference to Exhibit 4.13 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
75Incorporated by reference to Exhibit 4.13.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
76Incorporated by reference to Exhibit 4.3 filed with the Company's Current
Report on Form 8-K on March 18, 1988.
77Incorporated by reference to Exhibit 4.14 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
78Incorporated by reference to Exhibit 4.14.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
79Incorporated by reference to Exhibit 4.44 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1988.
80Incorporated by reference to Exhibit 4.15 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
81Incorporated by reference to Exhibit 4.15.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
82Incorporated by reference to Exhibit 4.45 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1988.
83Incorporated by reference to Exhibit 4.16 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
84Incorporated by reference to Exhibit 4.16.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
19
<PAGE>
85Incorporated by reference to Exibit 4.46 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1988.
86Incorporated by reference to Exhibit 4.17 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
87Incorporated by reference to Exhibit 4.17.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
88Incorporated by reference to Exhibit 4.33 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1988.
89Incorporated by reference to Exhibit 4.18 filed with the Company's Current
Report on Form 8-K on October 11, 1988.
90Incorporated by reference to Exhibit 4.18.1 filed with the Company's
Current Report on Form 8-K on October 11, 1988.
91Incorporated by reference to Exhibit 4.34 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1988.
92Incorporated by reference to Exhibit 4.34 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1988.
93Incorporated by reference to Exhibit 4.35 filed with the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1989.
94Incorporated by reference to Exhibit 4.3 filed with Registration Statement
No. 2-89611 on February 23, 1984.
95Incorporated by reference to Exhibit 4.4 filed with Registration Statement
No. 2-89611 on February 23, 1984.
96Incorporated by reference to Exhibit 4.5 filed with Registration Statement
No. 2-89611 on February 23, 1984.
97Incorporated by reference to Exhibit 4.6 filed with Amendment No. 1 to
Registration Statement No. 2-89611 on April 19, 1984.
98Incorporated by reference to Exhibit 4.9 filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1984.
99Incorporated by reference to Exhibit 4.14 to Post-Effective Amendment No.
1 to Registration Statement No. 2-89611 on June 28, 1985.
100Incorporated by reference to Exhibit 4.15 to Post-Effective Amendment No.
1 to Registration Statement No. 2-89611 on June 28, 1985.
101Incorporated by reference to Exhibit 4.16 filed with Registration
Statement No. 33-670 on October 4, 1985.
102Incorporated by reference to Exhibit 4.17 filed with Registration
Statement No. 33-670 on October 4, 1985.
103Incorporated by reference to Exhibit 4.11 filed with the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1984.
104Incorporated by reference to Exhibit 4.19 filed with Registration
Statement No. 33-670 on October 4, 1985.
105Incorporated by reference to Exhibit 10.1 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1985.
106Incorporated by reference to Exhibit 10.2 filed with the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1985.
107Incorporated by reference to Exhibit 10.3 filed with Amendment No. 1 to
Registration Statement No. 2-89611 on April 19, 1984.
108Incorporated 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
1998.
20
<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 30, 1999 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 30, 1999
................................. the Board of Directors
William J. Inman (Principal Executive Officer)
/s/ Peter J. Fitzsimmons Vice President; Controller; March 30, 1999
................................. Secretary; Director (Principal
Peter J. Fitzsimmons Financial and Accounting
Officer)
/s/ Paul C. Saville Vice President; Director March 30, 1999
.................................
Paul C. Saville
21
<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 27, 1999, relating to the balance sheet of Ryan Mortgage
Acceptance Corporation IV as of December 31, 1998 and 1997 and the related
statements of income, comprehensive income, retained earnings and accumulated
other comprehensive income, and cash flows for each of the years in the three-
year period ended December 31, 1998, which report is included in the
December 31, 1998 annual report on Form 10-K of Ryan Mortgage Acceptance
Corporation IV.
KPMG LLP
Pittsburgh, Pennsylvania
March 30, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 2
<SECURITIES> 7,825
<RECEIVABLES> 1,338
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,248
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,314
<CURRENT-LIABILITIES> 405
<BONDS> 7,741
0
0
<COMMON> 1
<OTHER-SE> 1,167
<TOTAL-LIABILITY-AND-EQUITY> 9,314
<SALES> 0
<TOTAL-REVENUES> 2,021
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 187
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,515
<INCOME-PRETAX> 327
<INCOME-TAX> 110
<INCOME-CONTINUING> 217
<DISCONTINUED> 0
<EXTRAORDINARY> 205
<CHANGES> 0
<NET-INCOME> 12
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
