<PAGE> 1
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, 1995
-----------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-12811
-------
GUARANTEED MORTGAGE CORPORATION III
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 31-1054754
- ------------------------------- ------------------------------------------
(State or other jurisdiction of (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, 1996: $-0-
Number of shares of common stock outstanding as of March 1, 1996: 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> 2
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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, 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 1989, 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 has not issued
any additional series of bonds since 1988. At December 31, 1995, the Company
had $54,681,582 in aggregate principal amount of bonds outstanding, with stated
annual interest rate of 9.00%. This aggregate principal amount includes
$18,041,310 in outstanding aggregate principal amount of the Company's Series H
Bonds, secured by Funding Notes, and $43,514,174 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.
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,
letters of credit 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.
2
<PAGE> 3
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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
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.
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) was amortized into operations as an adjustment of mortgage
yield.
The Company's pretax income before extraordinary item was $2,735,830 for
1995 as compared to pretax loss before extraordinary item of $(7,204,441) and
$(794,434) for 1994 and 1993, respectively. Earnings increased during 1995 as
compared to 1994 primarily as a result of GMC III's sale of mortgage-backed
securities, resulting in a gain of $2,867,060. In addition, GMC III no longer
incurred amortization expense related to mortgage/bond discounts and bond issue
costs in 1995 as a result of GMC III changing its estimate of amortization
speeds in December 1994.
3
<PAGE> 4
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
Earnings decreased during 1994 as compared to 1993 primarily due to
increased amortization of mortgage premiums/discounts, bond discounts and bond
issue costs as a result of GMC III changing its estimate of amortization
speeds. As a result of collateral coupon dispersion indicating further
reduction of average collateral coupon interest rates in 1995 and 1996, GMC III
expensed all remaining mortgage discount/premium balances, bond discounts and
issue costs in December, 1994. The net amount of expense relating to this
write off in 1994 amounted to $5,812,061.
4
<PAGE> 5
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
Key Factors Impacting Interest Revenue and Interest Expense
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Interest Revenue:
Mortgage-backed securities
portfolio balance at year end,
at amortized cost $53,766,060 $114,015,107 $152,368,245
Weighted average rate at year end 9.00% 9.06% 9.08%
Interest income for the year $ 9,154,477 $ 11,488,662 $ 18,938,151
Amortization of net mortgage
discounts/premiums (630,914) (469,946)
Write-off of mortgage discounts/premiums (1,533,485)
----------- ------------ ------------
Total interest income, including
amortization and write-off of mortgage
discounts $ 9,154,477 $ 9,324,263 $ 18,468,205
=========== ============ ============
</TABLE>
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Interest Expense:
Bonds payable balance at year end $54,681,582 $114,830,836 $158,030,288
Weighted average rate
at year end 9.00% 8.88% 8.82%
Interest expense for the year $ 9,170,691 $ 11,425,931 $ 18,448,758
Amortization of bond
discounts and issue costs 760,298 690,354
Write-off of bond discounts
and issue costs 4,278,576
----------- ------------ ------------
Total interest expense, including
amortization and write-off of bond
discounts and issue costs $ 9,170,691 $ 16,464,805 $ 19,139,112
=========== ============ ============
</TABLE>
5
<PAGE> 6
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
Pretax extraordinary losses from the bond extinguishments during 1993 were
$2,028,327. These losses resulted from the write-off of unamortized bond
discounts and issue costs. There was no similar activity in 1995 and 1994.
Financial Condition and Liquidity
Each series of the Company's bonds is secured by a separate collateral
package consisting of the Certificates purchased in connection with the
issuance of a bond series, or Funding Notes or a combination thereof, letters
of credit 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.
The Company will not have additional capital or liquidity requirements in
excess of collateral prepayments and letter of credit balances, assuming the
mortgage-backed securities (GNMA certificates) continue to pay principal and
interest in accordance with their terms. No additional capital requirements
are anticipated since the cash flows from the collateral packages are projected
to be sufficient to repay the existing debt. The Company is anticipating
repayment of all outstanding debt by late 1996.
6
<PAGE> 7
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
----
Index to Financial Statements
Balance Sheets at December 31, 1995 and 1994 8
Statements of Operations for the years ended
December 31, 1995, 1994 and 1993 9
Statements of Shareholder's Equity for the years
ended December 31, 1995, 1994 and 1993 10
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 11
Notes to Financial Statements 12
Report of Ernst & Young LLP, Independent Auditors 15
7
<PAGE> 8
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
Cash ..................................................... $ 2,066 $ 450
Funds held by trustee .................................... 1,336,403 2,275,383
Mortgage-backed securities held-to-maturity, at amortized
cost ................................................... 114,015,107
Mortgage-backed securities available-for-sale, at
estimated fair value ................................... 56,975,222
Accrued interest receivable .............................. 440,701 869,788
----------- ------------
$58,754,392 $117,160,728
=========== ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Bonds payable ........................................... $54,681,582 $114,830,836
Accrued liabilities, primarily interest ................. 847,561 1,727,987
Due affiliates .......................................... 831 86,479
Deferred income taxes ................................... 1,283,665
----------- ------------
Total liabilities ........................................ 56,813,639 116,645,302
----------- ------------
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 .............................. 1,113,332 19,000
Retained earnings ....................................... (1,099,076) 495,426
Unrealized gains on securities available-for-sale, net of
income taxes of $1,283,665 ............................ 1,925,497
----------- ------------
Total shareholder's equity ............................... 1,940,753 515,426
----------- ------------
$58,754,392 $117,160,728
=========== ============
</TABLE>
See accompanying notes.
8
<PAGE> 9
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Interest ......................................... $ 9,154,477 $ 11,488,662 $ 18,938,151
Amortization of net mortgage discounts/premiums .. (2,164,399) (469,946)
Gain on sale of mortgage-backed securities ....... 2,867,060
Fee income ....................................... 29,040 33,303 45,917
----------- ------------ ------------
12,050,577 9,357,566 18,514,122
----------- ------------ ------------
Expenses:
Interest ......................................... 9,170,691 11,425,931 18,448,758
Amortization of bond discounts and issue costs ... 5,038,874 690,354
General and administrative ....................... 144,056 97,202 169,444
----------- ------------ ------------
9,314,747 16,562,007 19,308,556
----------- ------------ ------------
Income (loss) before income tax benefit and
extraordinary item ............................... 2,735,830 (7,204,441) (794,434)
Income tax (benefit) .............................. 1,094,332 (2,809,732) (309,829)
----------- ------------ ------------
Income (loss) before extraordinary item ........... 1,641,498 (4,394,709) (484,605)
Extraordinary loss from early extinguishment of
debt, net of tax benefits of $791,048 ............ (1,237,279)
----------- ------------ ------------
Net income (loss) ................................. $ 1,641,498 $ (4,394,709) $ (1,721,884)
=========== ============ ============
</TABLE>
See accompanying notes.
9
<PAGE> 10
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
STATEMENTS OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
ADDITIONAL UNREALIZED
COMMON PAID-IN RETAINED GAINS ON
STOCK CAPITAL EARNINGS SECURITIES TOTAL
------ ---------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Balance January 1, 1993 ......... $1,000 $ 19,000 $ 10,522,628 $10,542,628
Dividends ....................... (1,100,877) (1,100,877)
Net loss ........................ (1,721,884) (1,721,884)
------ ---------- ------------ ---------- -----------
Balance December 31, 1993 ....... 1,000 19,000 7,699,867 7,719,867
Dividends ....................... (2,809,732) (2,809,732)
Net loss ........................ (4,394,709) (4,394,709)
------ ---------- ------------ ---------- -----------
Balance December 31, 1994 ....... 1,000 19,000 495,426 515,426
Dividends ....................... (3,236,000) (3,236,000)
Capital contribution ............ 1,094,332 1,094,332
Unrealized gains on securities .. $1,925,497 1,925,497
Net income ...................... 1,641,498 1,641,498
------ ---------- ------------ ---------- -----------
Balance December 31, 1995 ....... $1,000 $1,113,332 $(1,099,076) $1,925,497 $ 1,940,753
====== ========== ============ ========== ===========
</TABLE>
See accompanying notes.
10
<PAGE> 11
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ............................... $ 1,641,498 $ (4,394,709) $ (1,721,884)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Amortization of net mortgage
premiums/discounts ........................... 2,164,399 469,946
Amortization of bond discounts
and issue costs .............................. 5,038,874 690,354
Gain on sale of mortgage-backed securities .... (2,867,060)
Loss from early extinguishment of debt ........ 2,028,327
Provision for income tax (benefit) ............ 1,094,332 (2,809,732) (1,100,877)
Operating changes in cash due to:
Decrease in accrued interest receivable ....... 429,087 290,765 1,134,501
Increase in accrued liabilities ............... 3,450,221 3,628,078 1,804,631
------------ ------------ -------------
Net cash provided by operating activities ........ 3,748,078 3,917,675 3,304,998
------------ ------------ -------------
Cash flows from investing activities:
Principal amortization and prepayments of
held-to-maturity mortgage-backed securities .... 11,719,555 38,353,138 68,328,709
Principal amortization and prepayments of
available-for-sale mortgage-backed securities .. 3,185,837
Transfer of held-to-maturity mortgage-backed
securities to affiliated holding company ....... 75,304,263
Sale of available-for-sale mortgage-backed
securities ..................................... 48,210,715
Decrease in funds held by trustee ............... 938,980 5,346,071 1,308,530
------------ ------------ -------------
Net cash provided by investing activities ........ 64,055,087 43,699,209 144,941,502
------------ ------------ -------------
Cash flows from financing activities:
Bond principal payments ......................... (64,479,901) (47,453,960) (148,339,714)
Net change in due affiliates .................... (85,648) (163,477) 93,281
Dividends to parent ............................. (3,236,000)
------------ ------------ -------------
Net cash used in financing activities ............ (67,801,549) (47,617,437) (148,246,433)
------------ ------------ -------------
Net increase (decrease) in cash .................. 1,616 (553) 67
Cash at beginning of year ........................ 450 1,003 936
------------ ------------ -------------
Cash at end of year .............................. $ 2,066 $ 450 $ 1,003
============ ============ =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for interest ........... $ 5,720,469 $ 7,797,852 $ 16,644,127
============ ============ =============
</TABLE>
See accompanying notes.
11
<PAGE> 12
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION, RELATED PARTY TRANSACTIONS AND SIGNIFICANT ACCOUNTING
POLICIES
BASIS OF PRESENTATION
Guaranteed Mortgage Corporation III (GMC III) is a wholly-owned financing
subsidiary of Pulte Financial Companies, Inc. (PFCI), which is a wholly-owned
financing subsidiary of Pulte Corporation.
GMC III previously engaged in the acquisition of mortgage-backed
securities from affiliates and entered into funding agreements with various
limited purpose financing companies (funding companies), the notes (funding
notes) issued thereunder being secured by mortgage-backed securities. GMC III
then issued bonds collateralized by such securities or funding notes. The
mortgage-backed securities are guaranteed by the Government National Mortgage
Association, the Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation. GMC III has not initiated any such transactions since
1988 and is presently allowing its balance sheet to liquidate. As the security
portfolio and the bonds outstanding continue to decline, GMC III's revenues and
expenses will decline accordingly.
RELATED PARTY TRANSACTIONS
Transactions and arrangements between GMC III and PFCI, Pulte Corporation,
and/or Pulte Home Corporation (PHC), an indirect wholly-owned subsidiary of
Pulte Corporation, are summarized as follows:
- GMC III has periodic interest-free cash and non-cash advances from
certain affiliates, the net payable balances of which were $831 and $86,479
at December 31, 1995 and 1994, respectively. Average month-end balances due
to (from) these affiliates were $(200,464) and $171,485 during the years
ended December 31, 1995 and 1994, respectively. Advances payable by GMC III
to affiliates related initially to the acquisition of mortgage-backed
securities and have been decreased by operating earnings over the life of
GMC III.
- GMC III's taxable income is included in the consolidated tax returns of
Pulte Corporation. Effective January 1, 1993, GMC III implemented the new
method of accounting for income taxes (FAS No. 109) that requires income
taxes to be provided by subsidiaries based on their own results of
operations. GMC III provides for income taxes on a stand alone basis at
statutory rates. The related income tax liability or benefit related to
operations was settled by a contribution from or a dividend to the parent
corporation and did not represent a cash transaction. Deferred income
taxes related to items not included in operations are not pased through to
the parent corporation.
- Certain of GMC III's corporate officers are also officers of PFCI, Pulte
Corporation, PHC, ICM, and/or other affiliates of GMC III.
- PFCI incurs certain administrative expenses on behalf of GMC III, for
which GMC III reimburses PFCI.
- During the years ended December 31, 1995, 1994 and 1993, GMC III paid
$29,040, $33,303 and $45,917, respectively, to PFCI for management fees
related to the issuance and administration of non-recourse bonds (see
Note 3).
- During the years ended December 31, 1995, 1994 and 1993, GMC III paid
dividends to PFCI of $3,236,000, $2,809,732 and $1,100,877, respectively.
Dividends during 1994 and 1993 related entirely to income tax benefits and
did not represent cash transactions.
SIGNIFICANT ACCOUNTING POLICIES
- For the past several years, GMC III has been redeeming its GNMA
collateralized bonds at the earliest possible redemption date for each
individual bond series. The bonds are typically redeemable at certain
specified dates or when the remaining principal balance of related
collateral is less than 10% of the collateral's original principal
balance. With the adoption of SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, on January 1, 1994, GMC III
determined that SFAS No. 115, paragraph 11-b, allowed for continued
classification of the GNMA securities as held-to-maturity, since all sales
of the securities were projected to occur at a point where less than 15% of
the securities' original principal balance would remain outstanding. These
projections were based on actual observed prepayments interpolated out to
each series' projected redemption date. The projections indicated
outstanding principal balance percentages of less than 10%, which was well
below the 15% threshold for classifying the securities as held-to-maturity.
12
<PAGE> 13
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
NOTES TO FINANCIAL STATEMENTS, CONTINUED
SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Given recent prepayment experience, it appears that GMC III will
liquidate the collateral and redeem the bonds at dates where the remaining
GNMA securities sale balances will be approximately 20% of the securities'
original principal amounts. Such collateral sales and bond redemptions are
projected to occur during 1996. Although GMC III's management approach and
intent with respect to these securities remains unchanged, the ability to
recognize future security sales for accounting purposes as maturities is
not now applicable given recent updated collateral balance projections for
the same redemption dates as previously used for all remaining bond series.
Accordingly, GMC III had reclassified all GNMA securities into the
available-for-sale category effective September 30, 1995.
- As a result of continued contraction in net interest spreads, GMC III
changed its accounting estimate of amortization speeds and expensed all
remaining mortgage discount/premium balances, bond discounts and issue
costs in December 1994. The net amount of expense relating to this
write-off amounted to $5,812,061.
- Gains from the sale of mortgage-backed securities are calculated based
on amortized cost.
- The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
2. MORTGAGE-BACKED SECURITIES
At December 31, 1995, mortgage-backed securities (GNMA certificates) had
an estimated fair market value based on quoted market prices of $56,975,222
which included gross unrealized gains of $3,209,162 on securities with an
amortized cost of $53,766,060. At December 31, 1994, these securities had an
estimated fair market value based on quoted market prices of $115,620,712,
which included gross unrealized gains of $1,605,605 on securities with an
amortized cost of $114,015,107. Actual maturities of these mortgage-backed
securities may differ from contractual maturities because the issuers of the
securities may have the right to prepay obligations without penalties.
During the year ended December 31, 1993, GMC III extinguished $79,295,473
of its long-term debt prior to scheduled maturity. Due to this redemption, GMC
III transferred the related outstanding collateral of $77,044,581 and the
unamortized discount of $1,740,318 associated with this collateral, to its
affiliate, Pulte Financial Holding Company.
3. BONDS PAYABLE
During 1995, GMC III redeemed $45,893,582 of its long-term debt prior to
scheduled maturity. There were no extraordinary losses related to these
redemptions since all bond discounts and issue costs related to these bond
redemptions had been fully amortized prior to their redemption dates.
Bonds payable at December 31, 1995 and 1994 consisted of one bond issue
(two at December 31, 1994) with a stated interest rate of 9.00% (range of 8.50%
to 9.00% at December 31, 1994). Weighted average stated interest rates were
9.0% and 8.88% at December 31, 1995 and 1994, respectively. The bond issue has
classes with serial maturities. The bond is secured by separate pools of
mortgage-backed securities. Timing of bond retirements is dependent upon
payments received on mortgage loans. The bond is further collateralized by
letters of credit in the aggregate amount of $517,000.
The estimated fair market values of the outstanding bonds payable at
December 31, 1995 and 1994 were $54,682,000 and $115,084,000, respectively.
Fair market value at December 31, 1995 approximated the carrying values of such
bonds since GMC III is anticipating repayment of all debt in late 1996. Fair
market value of outstanding bonds payable at December 31, 1994 was estimated
using secondary market activity for comparable securities. Secondary market
activity for these specific securities is limited.
Under provisions of the bond indenture, funds held by trustee are
restricted so as to assure the payment of principal and interest on the bonds
to the extent of such funds.
As of December 31, 1995, $61,555,484 was outstanding for three series of
non-recourse bonds issued by GMC III in the initial aggregate principal amount
of $527,300,000, which are secured by funding notes or mortgage-backed
securities in which GMC III has nominal or no ownership interest. In
accordance with generally accepted accounting principles, these series of bonds
are not treated as borrowings and, accordingly, such bonds and related
collateral are not included on the balance sheet.
13
<PAGE> 14
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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.
14
<PAGE> 15
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
REPORT OF ERNST & YOUNG LLP
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, 1995 and 1994, and the related statements of
income, shareholder's equity and cash flows for each of the three years in the
period ended December 31, 1995. 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, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, 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 III changed its method of accounting for income taxes in 1993.
ERNST & YOUNG LLP
Detroit, Michigan
January 18, 1996
15
<PAGE> 16
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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, 1995 and 1994
Statements of Operations for the years ended
December 31, 1995, 1994 and 1993
Statements of Shareholder's Equity for the
years ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993
Notes to Financial Statements
Report of Ernst & Young LLP, 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.
16
<PAGE> 17
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
(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.
17
<PAGE> 18
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
18
<PAGE> 19
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
19
<PAGE> 20
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
20
<PAGE> 21
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
21
<PAGE> 22
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
22
<PAGE> 23
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
27 Financial Data Schedules
(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.
23
<PAGE> 24
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
SCHEDULE IV - INDEBTEDNESS OF AND TO
RELATED PARTIES - NOT CURRENT
($000's omitted)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Advances from affiliates:
Balance at beginning of year $ 86 $ 250 $ 157
Additions 3,976 1,021 80,965
Reductions (4,061) (1,185) (80,872)
------------ ------------ ------------
Balance at end of year $ 1 $ 86 $ 250
============ ============ ============
</TABLE>
24
<PAGE> 25
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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 20, 1996.
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/JAMES A. WEISSENBORN President March 20, 1996
----------------------- (Principal Executive Officer)
James A. Weissenborn and Director
/s/BRUCE E. ROBINSON Vice President-Finance March 20, 1996
----------------------- and Treasurer
Bruce E. Robinson (Principal Financial Officer)
and Director
/s/ANNA M. CECE Assistant Secretary March 20, 1996
----------------------- and Controller
Anna M. Cece (Principal Accounting Officer)
</TABLE>
25
<PAGE> 26
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
26
<PAGE> 27
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
27
<PAGE> 28
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
28
<PAGE> 29
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
29
<PAGE> 30
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
30
<PAGE> 31
Year Ended
FORM 10-K GUARANTEED MORTGAGE CORPORATION III 12/31/95
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.
27 Financial Data Schedules
31
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,338,469
<SECURITIES> 56,975,222
<RECEIVABLES> 440,701
<ALLOWANCES> 0
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<CURRENT-ASSETS> 58,754,392
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<TOTAL-ASSETS> 58,754,392
<CURRENT-LIABILITIES> 2,132,057
<BONDS> 54,681,582
0
0
<COMMON> 1,000
<OTHER-SE> 1,939,753
<TOTAL-LIABILITY-AND-EQUITY> 58,754,392
<SALES> 0
<TOTAL-REVENUES> 12,050,577
<CGS> 0
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<OTHER-EXPENSES> 144,056
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,170,691
<INCOME-PRETAX> 2,735,830
<INCOME-TAX> 1,094,332
<INCOME-CONTINUING> 1,641,498
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