Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/93
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)(X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1993
-----------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-12811
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GUARANTEED MORTGAGE CORPORATION III
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 31-1054754
- ------------------------------- -----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
6061 South Willow Drive, Suite 301, Greenwood Village, Colorado 80111
- ---------------------------------------------------------------- ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (303) 740-3370
--------------
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
---------------------------------------
(Title of Class)
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 XX No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (paragraph 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K./ X /
----
Aggregate market value of voting stock held by nonaffiliates of the
registrant as of March 1, 1994: $-0-
Number of shares of common stock outstanding as of March 1, 1994: 1,000.
Registrant meets the conditions set forth in General Instruction J(1)(a)
and (b) of Form 10-K and is therefore filing this Annual Report on Form
10-K with the reduced disclosure format.
<PAGE>
PART I
------
Item 1. Business
- ------- --------
Organization
- ------------
Guaranteed Mortgage Corporation III (the "Company") was incorporated
under the laws of the State of Michigan on October 18, 1982, as a
wholly-owned limited purpose financing subsidiary of Pulte Financial
Companies, Inc. ("PFCI"), a wholly-owned subsidiary of Pulte Corporation
(formerly known as PHM Corporation), a publicly-owned holding company
listed on the New York Stock Exchange.
Issuance of Collateralized Mortgage Bonds
- -----------------------------------------
The Company was organized to facilitate the financing of long-term
mortgage loans on single-family residential homes, including homes built by
Pulte Home Corporation ("PHC"), through the issuance and sale of bonds
secured by mortgage-backed securities ("Certificates") or by funding
agreements with various limited-purpose financing companies ("Funding
Companies") and the notes issued thereunder that are secured by
Certificates ("Funding Notes"), or by a combination thereof. Such
Certificates consist of Guaranteed Mortgage Pass-Through Certificates
("FNMA Certificates"), issued and guaranteed as to the full and timely
payment of principal and interest by the Federal National Mortgage
Association, Fully Modified Pass-Through mortgage-backed certificates
("GNMA Certificates"), guaranteed as to the full and timely payment of
principal and interest by the Government National Mortgage Association,
Mortgage Participation Certificates ("FHLMC Certificates"), issued and
guaranteed as to the full and timely payment of interest and as to the
ultimate payment of principal by the Federal Home Loan Mortgage
Corporation, or a combination of such Certificates. To accomplish its
purpose, the Company issued collateralized mortgage bonds in series and
used the net proceeds of such sales to purchase Certificates backed by
mortgage loans, some of which were originated by ICM Mortgage Corporation,
a wholly-owned subsidiary of PHC, and are secured by homes, some of which
were built by PHC. Alternatively, the Company remitted a portion of the
net proceeds of such sales of collateralized mortgage bonds in series to a
Funding Company that, in turn, pledged to the Company certain Funding
Notes, which, together with certain other collateral, serve as security for
the obligations of that Funding Company to the Company.
The Company, although incorporated in October, 1982 and capitalized in
August, 1984, did not commence operations until it issued its first series
of bonds on October 24, 1984. Prior to 1993, the Company issued fifteen
series of bonds, all of which were offered and sold to the public pursuant
to a registration statement filed with the Securities and Exchange
Commission. The bonds had an aggregate original principal amount of
$1,208,697,000, with stated annual interest rates ranging from 7.0% to
12.5%. The Company did not issue any additional series of bonds in 1993.
At December 31, 1993, the Company had $270,921,793 in aggregate principal
amount of bonds outstanding, with stated annual interest rates ranging from
8.50% to 9.00%. This aggregate principal amount includes $29,961,727 in
outstanding aggregate principal amount of the Company's Series H Bonds,
secured by Funding Notes, and $82,929,778 in outstanding aggregate
principal amount of the Company's Series L and Series M Bonds, all of which
are non-recourse obligations and do not represent a liability of the
Company.
<PAGE>
Each series of the Company's bonds is secured by a separate collateral
package consisting, in part, of the Certificates purchased in connection
with the issuance of a bond series, or Funding Notes or a combination
thereof, additional pledged GNMA certificates and cash. The collateral
package for a series is pledged to NBD Bank, N.A., as trustee on behalf of
the holders of the bonds of such series. Funds held by the trustee with
respect to the bonds are restricted so as to assure the payment of
principal and interest on the bonds to the extent of such funds.
Under the Company's articles of incorporation and the terms of the
indenture governing the issuance of the Company's collateralized mortgage
bonds, the Company may only issue collateralized mortgage bonds rated in
the highest category by Standard & Poor's Corporation.
Item 2. Properties
- ------ ----------
The Company has no material physical properties. Its primary asset is
ownership of the various Certificates, and the mortgage loans underlying
such Certificates, pledged to NBD Bank, N.A., as trustee, to secure the
Company's collateralized mortgage bonds.
Item 3. Legal Proceedings
- ------- -----------------
None.
Item 4. Submission of Matters to a Vote of
- ------- Security Holders
----------------------------------
Information in response to this item is omitted pursuant to General
Instruction J(2).
PART II
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Item 5. Market for Registrant's Common Equity
- ------- and Related Stockholder Matters
-------------------------------------
The Company is a wholly-owned subsidiary of PFCI. (See "Business -
Organization" in Item 1 of this Report.) Thus, there is no market for its
common stock.
<PAGE>
Item 6. Selected Financial Data
- ------- -----------------------
Information in response to this item is omitted pursuant to General
Instruction J(2).
Item 7. Management's Discussion and Analysis of
- ------- Financial Condition and Results of Operations
---------------------------------------------
Results of Operations
- ---------------------
The Company's mortgage-backed securities (Certificates) or finance
companies' notes secured by Certificates (Funding Notes) are used as
collateral for associated bonds payable. Mortgage-backed securities were
acquired from affiliates. Any difference between the acquisition price and
the principal balance of the securities at their date of acquisition
(mortgage discounts/premiums) is amortized into operations over the
estimated lives of the securities.
The Company's pretax loss before extraordinary item was $794,434 for
1993 as compared to pretax income before extraordinary item of $4,905,355
and $1,439,721 for 1992 and 1991, respectively. Earnings decreased during
1993 from 1992 primarily due to reduced net interest carry as a result of
volume declines resulting from accelerated mortgage prepayments related to
heavy refinancing activity in 1993.
Earnings increased during 1992 from 1991 primarily due to gains from
the sale of mortgage-backed securities in conjunction with the early
redemption of certain bonds prior to scheduled maturity. This increase was
partially offset by reduced interest carry (i.e. interest income less
interest expense) as a result of volume declines.
Pretax extraordinary losses from the bond extinguishments during 1993
and 1992 were $2,028,327 and $1,872,795, respectively. These losses
resulted from the write-off of unamortized bond discounts and issue costs.
There was no similar activity in 1991.
Financial Condition
- -------------------
The Company will have no additional capital or liquidity requirements,
assuming the mortgage-backed securities continue to pay principal and
interest in accordance with their terms.
<PAGE>
Item 8. Financial Statements and Supplementary Data
- ------- --------------------------------------------
Page
-----
Index to Financial Statements
Balance Sheets at December 31, 1993 and 1992 8
Statements of Operations for the years ended
December 31, 1993, 1992 and 1991 9
Statements of Shareholder's Equity for the years
ended December 31, 1993, 1992 and 1991 10
Statements of Cash Flows for the years
ended December 31, 1993, 1992 and 1991 11
Notes to Financial Statements 13
Report of Ernst & Young, Independent Auditors 16
<PAGE>
<TABLE>
BALANCE SHEETS
December 31, 1993 and 1992
<CAPTION>
1993 1992
------------- ------------
<S> <C> <C>
Assets
Cash $ 1,003 $ 936
Funds held by trustee 7,621,454 8,929,984
Mortgage-backed securities 154,532,645 298,635,563
Accrued interest receivable 1,160,553 2,295,054
Bond issue costs 759,108 3,155,166
------------ ------------
$164,074,763 $313,016,703
============ ============
Liabilities and Shareholder's Equity
Liabilities:
Bonds payable $153,750,523 $297,870,947
Accrued liabilities, primarily
interest 2,354,417 4,446,453
Due affiliates 249,956 156,675
------------ ------------
Total liabilities 156,354,896 302,474,075
---------------- ============ ============
Shareholder's equity:
Common stock, $1 par value; 50,000
shares authorized; 1,000 shares
issued and outstanding 1,000 1,000
Additional paid-in capital 19,000 19,000
Retained earnings 7,699,867 10,522,628
------------ ------------
Total shareholder's equity 7,719,867 10,542,628
------------ ------------
$164,074,763 $313,016,703
============ ============
<FN>
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF OPERATIONS
for the years ended December 31, 1993, 1992 and 1991
<CAPTION>
1993 1992 1991
---------- ------------ -----------
-- -
<S> <C> <C> <C>
Revenues:
Interest, including amortization of net
mortgage discounts/premiums $18,468,205 $33,379,651 $39,400,509
Gain on sale of mortgage-backed
securities 4,357,636
Fee income 45,917 65,098 89,977
------------ ------------ ------------
18,514,122 37,802,385 39,490,486
------------ ------------ ------------
Expenses:
Interest, including amortization of
bond discounts and issue costs 19,139,112 32,560,898 37,665,823
General and administrative 169,444 336,132 384,942
------------ ------------ -----------
19,308,556 32,897,030 38,050,765
------------ ------------ -----------
Income (loss) before income tax benefit
and extraordinary item (794,434) 4,905,355 1,439,721
Income tax benefit (309,829)
------------ ------------ -----------
Income (loss) before extraordinary item (484,605) 4,905,355 1,439,721
Extraordinary loss from early
extinguishment of debt, net of tax
benefit 1,237,279 1,872,795
------------ ----------- -----------
Net income (loss) $(1,721,884) $ 3,032,560 $ 1,439,721
============ =========== ===========
<FN>
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF SHAREHOLDER'S EQUITY
for the years ended December 31, 1993, 1992 and 1991
<CAPTION>
Additional
Common Paid-in Retained
Stock Capital Earnings Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance January 1, 1991 $ 1,000 $ 19,000 $ 6,384,847 $ 6,404,847
Net income 1,439,721 1,439,721
----------- ----------- ------------ ------------
Balance December 31, 1991 1,000 19,000 7,824,568 7,844,568
Dividends (334,500) (334,500)
Net income 3,032,560 3,032,560
----------- ----------- ------------ ------------
Balance December 31, 1992 1,000 19,000 10,522,628 10,542,628
Dividends (1,100,877) (1,100,877)
Net income (1,721,884) (1,721,884)
----------- ----------- ------------ ------------
Balance December 31, 1993 $ 1,000 $ 19,000 $ 7,699,867 $ 7,719,867
=========== =========== ============ ============
<FN>
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1993, 1992 and 1991
<CAPTION>
1993 1992 1991
------------- -------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,721,884) $ 3,032,560 $ 1,439,721
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Amortization of net mortgage
premiums/discounts 469,946 (84,046) 35,914
Amortization of bond discounts
and issue costs 690,354 930,341 702,775
Gain on sale of mortgage-backed securities (4,357,636)
Loss from early extinguishment of debt 2,028,327 1,872,795
Provision for income tax benefit (1,100,877)
Operating changes in cash due to:
Decrease in accrued interest receivable 1,134,501 829,839 311,180
Increase in accrued liabilities 1,804,631 2,137,350 2,844,054
------------- -------------- -------------
Net cash provided by operating
activities 3,304,998 4,361,203 5,333,644
------------- -------------- -------------
Cash flows from investing activities:
Principal amortization and prepayments
of mortgage-backed securities 68,328,709 68,680,770 39,287,981
Transfer of mortgage-backed securities
to holding company 75,304,263
Sale of mortgage-backed securities 41,324,074
Decrease (increase) in funds held by trustee 1,308,530 (1,303,646) (1,729,215)
------------- -------------- -------------
Net cash provided by
investing activities 144,941,502 108,701,198 37,558,766
------------- -------------- -------------
Cash flows from financing activities:
Bond principal payments (148,339,714) (107,195,396) (40,432,073)
Increase (decrease) in due affiliates 93,281 (5,532,009) (2,459,919)
Dividends to parent (334,500)
------------- -------------- -------------
Net cash used in financing activities (148,246,433) (113,061,905) (42,891,992)
------------- -------------- -------------
Net increase in cash 67 496 418
Cash at beginning of year 936 440 22
------------ ------------ ------------
Cash at end of year $ 1,003 $ 936 $ 440
============ ============ ============
Supplemental disclosures of cash flow information:
Cash paid during the year for
interest
$16,644,127 $29,493,207 $34,118,994
============ ============ ============
See accompanying notes
<PAGE>
NOTES TO FINANCIAL STATEMENTS Pursuant to PFCI's 1991 tax
1. Basis of presentation, related sharing agreement with Pulte
party transactions and significant Corporation, no federal income
accounting policies taxes were provided in 1991 and
1992, because the consolidated
Basis of presentation group did not incur federal
income tax expense. Effective
Guaranteed Mortgage Corporation January 1, 1993, GMC III
III (GMC III) is a wholly-owned implemented the new method of
financing subsidiary of Pulte accounting for income taxes (FAS
Financial Companies, Inc. (PFCI), No. 109) that requires income
which is a wholly-owned financing taxes to be provided by
subsidiary of Pulte Corporation subsidiaries based on their own
(formerly known as PHM results of operations. Beginning
Corporation). in 1993, GMC III provided for
GMC III acquired mortgage-backed income taxes on a stand alone
securities from affiliates and basis at statutory rates. In
entered into funding agreements 1993, the related income tax
with various limited purpose benefit was settled by a dividend
financing companies (funding to the parent corporation and did
companies), the notes (funding not represent a cash transaction.
notes) issued thereunder being
secured by mortgage-backed - Certain of GMC III's corporate
securities. GMC III then issued officers are also officers of
bonds collateralized by such PFCI, Pulte Corporation, PHC,
securities or funding notes. The ICM, and/or other affiliates of
mortgage-backed securities are GMC III.
guaranteed by the Government
National Mortgage Association, the - PFCI incurs certain
Federal National Mortgage administrative expenses on behalf
Association or the Federal Home of GMC III, for which GMC III
Loan Mortgage Corporation. reimburses PFCI.
Related party transactions - During the years ended December
31, 1993, 1992 and 1991, GMC III
Transactions and arrangements paid $45,917, $71,233 and
between GMC III and PFCI, Pulte $97,996, respectively, to PFCI
Corporation, and/or Pulte Home for management fees related to
Corporation (PHC), an indirect the issuance and administration
wholly-owned subsidiary of Pulte of non-recourse bonds (see Note
Corporation, are summarized as 3).
follows:
- During the years ended December
- GMC III has periodic interest- 31, 1993 and 1992, GMC III paid
free cash and non-cash advances dividends to PFCI of $0 and
from certain affiliates, the net $334,500, respectively.
payable balances of which were
$249,956 and $156,675 at December
31, 1993 and 1992, respectively.
Average month-end balances due
these affiliates were $4,784,151
and $3,507,118 during the years
ended December 31, 1993 and 1992,
respectively. Advances payable by
GMC III to affiliates relate
principally to the acquisition of
mortgage-backed securities.
- GMC III's taxable income is
included in the consolidated tax
returns of Pulte Corporation.
from 8.50% to 9.00% (7.65% to 9.25%
NOTES TO FINANCIAL STATEMENTS, at December 31, 1992). Weighted
continued average stated interest rates were
8.82% and 8.69% at December 31,
Significant accounting policies 1993 and 1992, respectively. Two
of the bond issues have classes of
- Mortgage-backed securities are bonds with serial maturities. Each
stated at cost adjusted for series of the bonds is secured by
amortization of net mortgage separate pools of mortgage-backed
discounts/premiums. Unamortized securities. Timing of bond
net mortgage premiums of retirements is dependent upon
$2,164,399 and $894,027 at payments received on mortgage
December 31, 1993 and 1992, loans. The bonds are further
respectively, are amortized using collateralized by additional
the interest method over the pledged GNMA certificates in the
estimated lives of the mortgage- aggregate amount of $1,765,614.
backed securities. Bonds payable are stated
net of discounts. At December 31,
- Bond discounts and issue costs 1993 and 1992, unamortized bond
are amortized using the interest discounts were $4,279,765 and
method over the estimated lives $4,602,388, respectively.
of the bonds. The estimated fair market
values of the outstanding bonds
- The rates used to amortize net payable at December 31, 1993 and
mortgage discounts/premiums, bond 1992 were $162,725,000 and
discounts and bond issue costs $302,473,000, respectively. This
into operations are based on was estimated using December
management's estimates of the secondary market activity for
remaining lives of the mortgage- comparable securities. The
backed securities and bonds. secondary market activity for these
These estimates are periodically specific securities is limited.
reviewed and adjusted, as Under provisions of the
necessary. bond indenture, funds held by
trustee are restricted so as to
2. Mortgage-backed securities assure the payment of principal and
interest on the bonds to the extent
Mortgage-backed securities had of such funds.
estimated fair market values based As of December 31, 1993,
on quoted market prices of $112,891,505 was outstanding for
$163,600,000 and $318,600,000 at three series of non-recourse bonds
December 31, 1993 and 1992, issued by GMC III in the initial
respectively. aggregate principal amount of
$527,300,000, which are secured by
During the year ended December 31, funding notes or mortgage-backed
1993, GMC III extinguished securities in which GMC III has
$79,295,473 of its long-term debt nominal or no ownership interest.
prior to scheduled maturity. Due In accordance with generally
to this redemption, GMC III accepted accounting principles,
transferred the related outstanding these series of bonds are not
collateral of $77,044,581 and the
unamortized discount of $1,740,318 NOTES TO FINANCIAL STATEMENTS,
associated with this collateral, to continued
its affiliate, Pulte Financial
Holding Company. 3. Bonds payable, continued
3. Bonds payable treated as borrowings and,
accordingly, such bonds and related
Bonds payable at December 31, collateral are not included on the
1993 and 1992 consisted of two bond balance sheet.
issues (eight at December 31, 1992)
with stated interest rates ranging 4. Extraordinary item
During the year ended December 31,
1993, GMC III extinguished
$79,295,473 of its long-term debt
prior to scheduled maturity,
resulting in an extraordinary
pretax loss of $2,028,327 due to
the write-off of unamortized bond
discounts and issue costs.
During the year ended December 31,
1992, GMC III extinguished or
notified the trustee of its intent
to extinguish $51,370,603 of its
long-term debt prior to scheduled
maturity, resulting in an
extraordinary loss of $1,872,795
due to the write-off of unamortized
bond discounts and issue costs.
The funds for these extinguishments
were obtained from the sale of
mortgage-backed securities which
collateralized the bonds.
<PAGE>
REPORT OF ERNST & YOUNG
INDEPENDENT AUDITORS
The Board of Directors and Shareholder
Guaranteed Mortgage Corporation III
We have audited the accompanying balance sheets of Guaranteed Mortgage
Corporation III as of December 31, 1993 and 1992, and the related
statements of income, shareholder's equity and cash flows for each of the
three years in the period ended December 31, 1993. Our audits also
included the financial statement schedule listed in the Index at Item
14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule 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.
As more fully described in Note 1, Guaranteed Mortgage Corporation III is a
wholly-owned financing subsidiary of Pulte Financial Companies, Inc., which
in turn is a wholly-owned financing subsidiary of Pulte Corporation.
Guaranteed Mortgage Corporation III has certain transactions with
affiliates.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Guaranteed Mortgage
Corporation III at December 31, 1993 and 1992, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1993, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.
As discussed in Note 1 of the Notes to the Financial Statements, Guaranteed
Mortgage Corporation III changed its method of accounting for income taxes
in 1993.
Ernst & Young
Detroit, Michigan
February 1, 1994
<PAGE>
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
----------------------------------------------
This item is not applicable.
PART III
--------
Information in response to this part is omitted pursuant to General
Instruction J(2).
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
----------------------------------------
The following documents are filed as a part of this Annual Report on
Form 10-K:
(a) (1) Financial Statements
GUARANTEED MORTGAGE CORPORATION III
Balance Sheets at December 31, 1993 and 1992
Statements of Operations for the years
ended December 31, 1993, 1992 and 1991
Statements of Shareholder's Equity for the
years ended December 31, 1993, 1992 and
1991
Statements of Cash Flows for the
years ended December 31, 1993, 1992 and
1991
Notes to Financial Statements
Report of Ernst & Young, Independent Auditors
(a) (2) Financial Statement Schedules
GUARANTEED MORTGAGE CORPORATION III
IV - Indebtedness of and to Related Parties - Not
Current
All other schedules have been omitted since the
required information is not present, is not present in
amounts sufficient to require submission of the schedule or
because the required information is included in the
financial statements or notes thereto.
<PAGE>
(a) (3) Exhibits
3.1 Articles of Incorporation and By-Laws of
Guaranteed Mortgage Corporation III, previously
filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-3 (Registration
No. 2-93045), are hereby incorporated by reference.
3.2 Amendment to Articles of Incorporation,
previously filed as Exhibit 3 to the Registrant's
Current Report on Form 8-K, dated as of
September 20, 1984, is hereby incorporated by
reference.
4.1 Indenture between Guaranteed Mortgage
Corporation III and National Bank of Detroit, as
trustee, dated as of October 1, 1984, previously
filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K, dated as of September 20, 1984,
is hereby incorporated by reference.
4.2 Series B Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of November 1,
1986, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
November 28, 1986, is hereby incorporated by
reference.
4.3 Series C Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of January 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
January 27, 1987, is hereby incorporated by
reference.
4.4 Series D Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of April 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
April 29, 1987, is hereby incorporated by reference.
4.5 Series E Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of June 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
June 26, 1987, is hereby incorporated by reference.
4.6 Series G Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of
September 1, 1987, previously filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K, dated
as of September 29, 1987, is hereby incorporated by
reference.
4.7 Series F Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of October 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
October 29, 1987, is hereby incorporated by
reference.
4.8 Series H Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of November 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
November 24, 1987, is hereby incorporated by
reference.
4.9 Series I Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of November 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
November 25, 1987, is hereby incorporated by
reference.
4.10 Series J Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of January 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
January 28, 1988, is hereby incorporated by
reference.
4.11 Series K Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of February 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
February 26, 1988, is hereby incorporated by
reference.
4.12 Series L Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of March 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
4.13 Series M Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of March 1,
1988, previously filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
4.14 Series N Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of May 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
May 26, 1988, is hereby incorporated by reference.
4.15 First Amendment to Series L Supplement to
Indenture between Guaranteed Mortgage Corporation
III and National Bank of Detroit, as Trustee, dated
as of June 1, 1988, previously filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K, dated
as of June 15, 1988, is hereby incorporated by
reference.
4.16 First Amendment to Series M Supplement to
Indenture between Guaranteed Mortgage Corporation
III and National Bank of Detroit, as Trustee, dated
as of June 1, 1988, previously filed as Exhibit 4.1
to the Registrant's Current Report on Form 8-K,
dated as of June 15, 1988, is hereby incorporated by
reference.
4.17 Series O Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of July 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
July 22, 1988, is hereby incorporated by reference.
9.1 Pledge Agreement between Pulte Financial
Companies, Inc., and First National Bank of
Minneapolis, as pledgee, previously filed as Exhibit
4 to the Registrant's Current Report on Form 8-K,
dated as of September 20, 1984, is hereby
incorporated by reference.
10.1 Underwriting Agreement Standard Provisions
incorporated by reference into the Underwriting
Agreements filed as Exhibits 10.2 and 10.4,
previously filed as Exhibit 1.1 to the Registrant's
Current Report on Form 8-K dated as of September 20,
1984, is hereby incorporated by reference.
10.2 Underwriting Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated October 2, 1986, previously
filed as Exhibit 1 to the Registrant's Current
Report on Form 8-K, dated as of November 28, 1986,
is hereby incorporated by reference.
10.3 Terms Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated October 2, 1986, previously
filed as Exhibit 1.1 to the Registrant's Current
Report on Form 8-K, dated as of November 28, 1986,
is hereby incorporated by reference.
10.4 Underwriting Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated December 9, 1986, previously
filed as Exhibit 1 to the Registrant's Current
Report on Form 8-K, dated as of January 27, 1987, is
hereby incorporated by reference.
10.5 Terms Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated December 9, 1986, previously
filed as Exhibit 1.1 to the Registrant's Current
Report on Form 8-K, dated as of January 27, 1987, is
hereby incorporated by reference.
10.6 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated and Morgan Keegan
& Company, Inc., on the other, dated April 6, 1987,
previously filed as Exhibit 1 to the Registrant's
Current Report on Form 8-K, dated as of April 29,
1987, is hereby incorporated by reference.
10.7 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.6, previously filed as
Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of April 29, 1987, is hereby
incorporated by reference.
10.8 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Shearson Lehman Brothers Inc. and Blunt Ellis &
Loewi Incorporated, on the other, dated June 11,
1987, previously filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated as of
June 26, 1987, is hereby incorporated by reference.
10.9 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.8, previously filed as
Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of June 26, 1987, is hereby
incorporated by reference.
10.10 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated, A.G. Edwards &
Sons, Inc., J.J.B. Hilliard, W.L. Lyons, Inc. and
Morgan Keegan & Company, Inc., on the other, dated
August 24, 1987, previously filed as Exhibit 1 to
the Registrant's Current Report on Form 8-K, dated
as of September 29, 1987, is hereby incorporated by
reference.
10.11 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreements filed as Exhibit 10.10, 10.12 and 10.15,
previously filed as Exhibit 1.1 to the Registrant's
Current Report on Form 8-K, dated as of
September 29, 1987, is hereby incorporated by
reference.
10.12 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated, Blunt Ellis &
Loewi Incorporated, Boettcher & Company, Inc. and
J.C. Bradford & Co., on the other, dated
September 22, 1987, previously filed as Exhibit 1 to
the Registrant's Current Report on Form 8-K, dated
as of October 29, 1987, is hereby incorporated by
reference.
10.13 Underwriting Agreement between Guaranteed
Mortgage Corporation III and Dean Witter Reynolds
Inc., dated November 3, 1987, previously filed as
Exhibit 1 to the Registrant's Current Report on Form
8-K, dated as of November 24, 1987, is hereby
incorporated by reference.
10.14 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.13, previously filed
as Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of November 24, 1987, is hereby
incorporated by reference.
10.15 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated, Blunt Ellis &
Loewi Incorporated, Boettcher & Company, Inc., J.C.
Bradford & Co. and Stifel, Nicolas and Company
Incorporated, on the other, dated October 29, 1987,
previously filed as Exhibit 1 to the Registrant's
Current Report on Form 8-K, dated as of November 25,
1987, is hereby incorporated by reference.
10.16 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated, Robert W. Baird & Co.
Incorporated and J.C. Bradford & Co, on the other,
dated January 11, 1988, previously filed as Exhibit
1 to the Registrant's Current Report on Form 8-K,
dated as of January 28, 1988, is hereby incorporated
by reference.
10.17 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreements filed as Exhibits 10.16, 10.18, 10.23 and
10.24, previously filed as Exhibit 1.1 to the
Registrant's Current Report on Form 8-K, dated as of
January 28, 1988, is hereby incorporated by
reference.
10.18 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated, Robert W. Baird & Co.
Incorporated, Boettcher & Co., Inc. and Piper,
Jaffray & Hopwood Incorporated, on the other, dated
January 20, 1988, previously filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K, dated
as of February 26, 1988, is hereby incorporated by
reference.
10.19 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the other hand, and
Dean Witter Reynolds Inc., on behalf of itself and
the other underwriters listed on Schedule A to the
Underwriting Agreement, on the other, dated January
28, 1988, previously filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
10.20 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.19, previously filed
as Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of March 30, 1988, is hereby
incorporated by reference.
10.21 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the other hand, and
Shearson Lehman Hutton Inc., on behalf of itself and
the other underwriters listed on Schedule I to the
Underwriting Agreement, on the other, dated February
5, 1988, previously filed as Exhibit 1.2 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
10.22 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.21, previously filed
as Exhibit 1.3 to the Registrants' Current Report on
Form 8-K, dated as of March 30, 1988, is hereby
incorporated by reference.
10.23 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated, A.G. Edwards & Sons,
Inc. and J.C. Bradford & Co., on the other, dated
April 28, 1988, previously filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated as of
May 26, 1988, is hereby incorporated by reference.
10.24 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated and J.C. Bradford & Co.,
on the other, dated June 15, 1988, previously filed
as Exhibit 1 to the Registrant's Current Report on
Form 8-K, dated as of July 22, 1988, is hereby
incorporated by reference.
24.1 Consent of Ernst & Young.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
fiscal year covered by this Report.
<PAGE>
SCHEDULE IV - INDEBTEDNESS OF AND TO
RELATED PARTIES - NOT CURRENT
($000's omitted)
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1993 1992 1991
------------ ------------ ------------
Advances from affiliates:
Balance at beginning of
year $157 $5,689 $8,149
Additions 80,965 1,571 684
Reductions (80,872) (7,103) (3,144)
------------ ------------ ------------
Balance at end of year $250 $157 $5,689
============ ============ ============
<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, on
March 25, 1994.
GUARANTEED MORTGAGE CORPORATION III
By /s/JAMES A. WEISSENBORN
--------------------------------
James A. Weissenborn, 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.
Name Title Date
---- ------ -----
/s/JAMES A. WEISSENBORN President March 25, 1994
- ------------------------ (Principal Executive Officer)
James A. Weissenborn
/s/GREGORY M. NELSON Vice President-Finance March 25, 1994
- ------------------------ and Treasurer
Gregory M. Nelson (Principal Financial Officer)
and Director
/s/DAVID EBLING Vice President and Director March 25, 1994
- ------------------------
David Ebling
/s/BRUCE E. ROBINSON Assistant Secretary and Controller March 25, 1994
- ------------------------ (Principal Accounting Officer)
Bruce E. Robinson
<PAGE>
INDEX TO EXHIBITS
-----------------
3.1 Articles of Incorporation and By-Laws of
Guaranteed Mortgage Corporation III, previously
filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-3 (Registration
No. 2-93045), are hereby incorporated by reference.
3.2 Amendment to Articles of Incorporation,
previously filed as Exhibit 3 to the Registrant's
Current Report on Form 8-K, dated as of
September 20, 1984, is hereby incorporated by
reference.
4.1 Indenture between Guaranteed Mortgage
Corporation III and National Bank of Detroit, as
trustee, dated as of October 1, 1984, previously
filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K, dated as of September 20, 1984,
is hereby incorporated by reference.
4.2 Series B Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of November 1,
1986, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
November 28, 1986, is hereby incorporated by
reference.
4.3 Series C Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of January 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
January 27, 1987, is hereby incorporated by
reference.
4.4 Series D Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of April 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
April 29, 1987, is hereby incorporated by reference.
4.5 Series E Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of June 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
June 26, 1987, is hereby incorporated by reference.
4.6 Series G Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of
September 1, 1987, previously filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K, dated
as of September 29, 1987, is hereby incorporated by
reference.
4.7 Series F Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of October 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
October 29, 1987, is hereby incorporated by
reference.
4.8 Series H Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of November 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
November 24, 1987, is hereby incorporated by
reference.
4.9 Series I Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as trustee, dated as of November 1,
1987, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
November 25, 1987, is hereby incorporated by
reference.
4.10 Series J Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of January 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, edited as
of January 1, 1988, is hereby incorporated by
reference.
4.11 Series K Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of February 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
February 26, 1988, is hereby incorporated by
reference.
4.12 Series L Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of March 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
4.13 Series M Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of March 1,
1988, previously filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
4.14 Series N Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of May 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
May 26, 1988, is hereby incorporated by reference.
4.15 First Amendment to Series L Supplement to
Indenture between Guaranteed Mortgage Corporation
III and National Bank of Detroit, as Trustee, dated
as of June 1, 1988, previously filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K, dated
as of June 15, 1988, is hereby incorporated by
reference.
4.16 First Amendment to Series M Supplement to
Indenture between Guaranteed Mortgage Corporation
III and National Bank of Detroit, as Trustee, dated
as of June 1, 1988, previously filed as Exhibit 4.1
to the Registrant's Current Report on Form 8-K,
dated as of June 15, 1988, is hereby incorporated by
reference.
4.17 Series O Supplement to Indenture between
Guaranteed Mortgage Corporation III and National
Bank of Detroit, as Trustee, dated as of July 1,
1988, previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K, dated as of
July 22, 1988, is hereby incorporated by reference.
9.1 Pledge Agreement between Pulte Financial
Companies, Inc., and First National Bank of
Minneapolis, as pledgee, previously filed as Exhibit
4 to the Registrant's Current Report on Form 8-K,
dated as of September 20, 1984, is hereby
incorporated by reference.
10.1 Underwriting Agreement Standard Provisions
incorporated by reference into the Underwriting
Agreements filed as Exhibit 10.2 and 10.4,
previously filed as Exhibit 1.1 to the Registrant's
Current Report on Form 8-K dated as of September 20,
1984, is hereby incorporated by reference.
10.2 Underwriting Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated October 2, 1986, previously
filed as Exhibit 1 to the Registrant's Current
Report on Form 8-K, dated as of November 28, 1986,
is hereby incorporated by reference.
10.3 Terms Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated October 2, 1986, previously
filed as Exhibit 1.1 to the Registrant's Current
Report on Form 8-K, dated as of November 28, 1986,
is hereby incorporated by reference.
10.4 Underwriting Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated December 9, 1986, previously
filed as Exhibit 1 to the Registrant's Current
Report on Form 8-K, dated as of January 27, 1987, is
hereby incorporated by reference.
10.5 Terms Agreement between Guaranteed
Mortgage Corporation III and Pulte Home Corporation,
on the one hand, and The First Boston Corporation,
on the other, dated December 9, 1986, previously
filed as Exhibit 1.1 to the Registrant's Current
Report on Form 8-K, dated as of January 27, 1987, is
hereby incorporated by reference.
10.6 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated and Morgan Keegan
& Company, Inc., on the other, dated April 6, 1987,
previously filed as Exhibit 1 to the Registrant's
Current Report on Form 8-K, dated as of April 29,
1987, is hereby incorporated by reference.
10.7 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.6, previously filed as
Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of April 29, 1987, is hereby
incorporated by reference.
10.8 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Shearson Lehman Brothers Inc. and Blunt Ellis &
Loewi Incorporated, on the other, dated June 11,
1987, previously filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated as of
June 26, 1987, is hereby incorporated by reference.
10.9 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.8, previously filed as
Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of June 26, 1987, is hereby
incorporated by reference.
10.10 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated, A.G. Edwards &
Sons, Inc., J.J.B. Hilliard, W.L. Lyons, Inc. and
Morgan Keegan & Company, Inc., on the other, dated
August 24, 1987, previously filed as Exhibit 1 to
the Registrant's Current Report on Form 8-K, dated
as of September 29, 1987, is hereby incorporated by
reference.
10.11 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreements filed as Exhibit 10.10, 10.12 and 10.15,
previously filed as Exhibit 1.1 to the Registrant's
Current Report on Form 8-K, dated as of
September 29, 1987, is hereby incorporated by
reference.
10.12 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated, Blunt Ellis &
Loewi Incorporated, Boettcher & Company, Inc. and
J.C. Bradford & Co., on the other, dated
September 22, 1987, previously filed as Exhibit 1 to
the Registrant's Current Report on Form 8-K, dated
as of October 29, 1987, is hereby incorporated by
reference.
10.13 Underwriting Agreement between Guaranteed
Mortgage Corporation III and Dean Witter Reynolds
Inc., dated November 3, 1987, previously filed as
Exhibit 1 to the Registrant's Current Report on Form
8-K, dated as of November 24, 1987, is hereby
incorporated by reference.
10.14 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.13, previously filed
as Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of November 24, 1987, is hereby
incorporated by reference.
10.15 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and
Robert W. Baird & Co. Incorporated, Blunt Ellis &
Loewi Incorporated, Boettcher & Company, Inc., J.C.
Bradford & Co. and Stifel, Nicolas and Company
Incorporated, on the other, dated October 29, 1987,
previously filed as Exhibit 1 to the Registrant's
Current Report on Form 8-K, dated as of November 25,
1987, is hereby incorporated by reference.
10.16 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated, Robert W. Baird & Co.
Incorporated and J.C. Bradford & Co, or the other,
dated January 11, 1988, previously filed as Exhibit
1 to the Registrant's Current Report on Form 8-K,
dated as of January 28, 1988, is hereby incorporated
by reference.
10.17 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreements filed as Exhibits 10.16 and 10.18,
previously filed as Exhibit 1.1 to the Registrant's
Current Report or Form 8-K, dated as of January 28,
1988, is hereby incorporated by reference.
10.18 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated, Robert W. Baird & Co.
Incorporated, Boettcher & Co., Inc. and Piper,
Jaffray & Hopwood Incorporated, on the other, dated
January 20, 1988, previously filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K, dated
as of February 26, 1988, is hereby incorporated by
reference.
10.19 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the other hand, and
Dean Witter Reynolds Inc., on behalf of itself and
the other underwriters listed on Schedule A to the
Underwriting Agreement, on the other, dated January
28, 1988, previously filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
10.20 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.19, previously filed
as Exhibit 1.1 to the Registrant's Current Report on
Form 8-K, dated as of March 30, 1988, is hereby
incorporated by reference.
10.21 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the other hand, and
Shearson Lehman Hutton Inc., on behalf of itself and
the other underwriters listed on Schedule I to the
Underwriting Agreement, on the other, dated February
5, 1988, previously filed as Exhibit 1.2 to the
Registrant's Current Report on Form 8-K, dated as of
March 30, 1988, is hereby incorporated by reference.
10.22 Underwriting Agreement Basic Provisions,
incorporated by reference into the Underwriting
Agreement filed as Exhibit 10.21, previously filed
as Exhibit 1.3 to the Registrant's Current Report on
Form 8-K, dated as of March 30, 1988, is hereby
incorporated by reference.
10.23 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated, A.G. Edwards & Sons,
Inc. and J.C. Bradford & Co., on the other, dated
April 28, 1988, previously filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K, dated as of
May 26, 1988, is hereby incorporated by reference.
10.24 Underwriting Agreement between Guaranteed
Mortgage Corporation III, on the one hand, and Blunt
Ellis & Loewi Incorporated and J.C. Bradford & Co.,
on the other, dated June 15, 1988, previously filed
as Exhibit 1 to the Registrant's Current Report on
Form 8-K, dated as of July 22, 1988, is hereby
incorporated by reference.
24.1 Consent of Ernst & Young.
kgmc393.doc
<PAGE>
Guaranteed Mortgage Corporation III
Exhibit 24.1 - Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 33-18864) of Guaranteed Mortgage Corporation III and in the
related Prospectus of our report dated February 1, 1994, with respect to
the financial statements and schedule of Guaranteed Mortgage Corporation
III included in this Annual Report (Form 10-K) for the year ended December
31, 1993.
Ernst & Young
Detroit, Michigan
March 18, 1994
</TABLE>
