SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported) April 26, 1996
Ziegler Mortgage Securities, Inc., II
(Exact name of registrant as specified in its charter)
Wisconsin 33-92454 39-1539696
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
215 North Main Street, West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 334-5521
Not Applicable
(Former name or former address, if changed since last report)
Index to Exhibits is on page 4
<PAGE>
Item 5. Other Information
(a) Series 81 Terms Agreement. The Registrant has entered into
a Terms Agreement with B.C. Ziegler and Company in connection with the
offering of its Mortgage Certificate-Backed Bonds, Series 81, Due May 15,
2028 (the "Series 81 Bonds") registered with the Securities and Exchange
Commission on Form S-3. The Terms Agreement is an appendix to the
Underwriting Agreement, dated as of May 13, 1988, between the Registrant and
B.C. Ziegler and Company and is filed herewith as Exhibit (1.1).
(b) Eighty-First Supplemental Indenture. The Registrant has
entered into a Eighty-First Supplemental Indenture with the Trustee, in
connection with the offering of the Series 81 Bonds in the form filed
herewith as Exhibit (4.1).
Item 7. Information and Exhibits
(c) Exhibits
(1.1) Terms Agreement (Series 81) dated as of April 26, 1996
between Ziegler Mortgage Securities, Inc., II and
B. C. Ziegler and Company.
(4.1) Eighty-First Supplemental Indenture, dated as of April 1,
1996 between Ziegler Mortgage Securities, Inc., II and M&I
First National Bank, West Bend, Wisconsin.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: April 26, 1996.
Ziegler Mortgage Securities,
Inc., II (Registrant)
By: /s/ Eugene H. Rudnicki
Eugene H. Rudnicki, President
<PAGE>
Exhibit Index
Exhibit Page
(1.1) Terms Agreement (Series 81) dated as of April 26, 1996
between Ziegler Mortgage Securities, Inc., II and
B. C. Ziegler and Company. 5
(4.1) Eighty-First Supplemental Indenture, dated as of
April 1, 1996 between Ziegler Mortgage Securities,
Inc., II and M&I First National Bank, West Bend,
Wisconsin. 7
<PAGE>
MORTGAGE CERTIFICATE-BACKED BONDS
OF
ZIEGLER MORTGAGE SECURITIES, INC. II
TERMS AGREEMENT
Dated: April 9, 1996
To: Ziegler Mortgage Securities, Inc. II
Re: Underwriting Agreement dated May 13, 1988 (the "Agreement")
Series Designation: Series 81
Terms of the Bonds and Underwriting Compensation:
<TABLE>
<CAPTION>
Original
Stated Principal Interest Price
Maturity Amount Rate Public (1)
<S> <C> <C> <C>
May 15, 2028 $3,237,000 7.00% $3,237,000
</TABLE>
(1) Plus accrued interest from April 1, 1996.
Collateral: The Mortgage Certificates as described in Exhibit A hereto.
Interest Payment Dates: May and November, commencing November 1, 1996.
Purchase Price: The purchase price payable by the Underwriter for the Bonds
covered by this Agreement will be 97% of the principal amount to be issued,
plus accrued interest to but not including the Closing Date (the "Purchase
Price").
Closing Date and Location: April 26, 1996 ("Closing Date") - Offices of M&I
First National Bank, West Bend, Wisconsin.
The annex hereto is incorporated herein by reference and made a
part hereof.
B. C. ZIEGLER AND COMPANY
By:/s/ Peter D. Ziegler
President
Accepted:
ZIEGLER MORTGAGE SECURITIES, INC. II
By: Eugene H. Rudnicki
President
<PAGE>
EXHIBIT A
THE COLLATERAL
MORTGAGE CERTIFICATES
<TABLE>
<CAPTION>
Outstanding
Principal
Original Amount
Pool Maturity Interest Principal as of
Guarantor No. Date Rate Amount 04/01/96
<S> <C> <C> <C> <C> <C>
GNMA #347054 05/15/28 7.25% $3,301,000.00 $3,237,625.65
</TABLE>
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II, Issuer
and
M&I FIRST NATIONAL BANK, Trustee
EIGHTY-FIRST SUPPLEMENTAL INDENTURE Dated as of
April 1, 1996
to
INDENTURE
Dated as of January 1, 1986
CREATING $3,237,000 PRINCIPAL AMOUNT
MORTGAGE CERTIFICATE-BACKED BONDS, Series 81
<PAGE>
EIGHTY-FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 1996
between ZIEGLER MORTGAGE SECURITIES, INC. II, a Wisconsin corporation
(together with its successors as provided in the Indenture referred to below,
the "Issuer"), and M&I FIRST NATIONAL BANK, a national banking association
with its principal office located at West Bend, Wisconsin (together with its
successors as provided in the Indenture referred to below, the "Trustee"), as
Trustee under an Indenture dated as of January 1, 1986, (as amended, the
"Indenture").
PRELIMINARY STATEMENT
Section 10.01 of the Indenture provides, among other things, that
the Issuer, when authorized by its Board of Directors, and the Trustee may at
any time and from time to time enter into an indenture supplemental to the
Indenture to authorize a Series of Bonds, and to specify certain terms of
each Series of Bonds. The Board of Directors of the Issuer has duly
authorized the creation of a Series of Bonds with an aggregate principal
amount of $3,237,000, to be known as the 7.00% Mortgage Certificate-Backed
Bonds, Series 81 (the "Series 81 Bonds"), and the Issuer and the Trustee are
executing and delivering this Eighty-First Supplemental Indenture in order to
provide for the Series 81 Bonds. Under no circumstances may the weighted
annual interest on the Mortgage Certificates described in Schedule A of this
Supplemental Indenture be less than three one-hundredths of one percent
(3/100 of 1%) above the annual interest payable on the Series 81 Bonds.
GRANTING CLAUSES
The Issuer hereby Grants to the Trustee, in trust as provided in
the Indenture, for the exclusive benefit of the Holders of the Series 81
Bonds, all of the Issuer's right, title and interest in and to (a) the
Mortgage Certificates described in Schedule A to this Eighty-First
Supplemental Indenture which the Issuer is delivering to the Trustee
herewith, (b) the Principal and Interest Payment Account for the Series 81
Bonds, (c) the Redemption Fund for the Series 81 Bonds, (d) the Interest
Reserve Fund for the Series 81 Bonds and (e) all proceeds, of every kind and
nature whatsoever, including, without limitation, proceeds of proceeds, and
the conversion, voluntary or involuntary, of any of the foregoing into cash
or other liquidated property, to secure the Series 81 Bonds equally and
ratably without prejudice, priority or distinction between any Series 81
Bonds and any other Series 81 Bonds by reason of difference in time of
issuance or otherwise, and to secure the payment of the principal of, and
interest on, the Series 81 Bonds in accordance with their terms, all of the
sums payable under the Indenture or this Eighty-First Supplemental Indenture
with respect to the Series 81 Bonds and compliance with the provisions of the
Indenture and this Eighty-First Supplemental Indenture with respect to the
Series 81 Bonds all as provided in the Indenture and this Eighty-First
Supplemental Indenture.
Section 1. Terms Defined in the Indenture.
All terms used in this Eighty-First Supplemental Indenture which
are defined in the Indenture, either directly or by reference therein, have
the meanings assigned to them therein, except to the extent such terms are
defined in this Eighty-First Supplemental Indenture or the context clearly
requires otherwise.
Section 2. Designation.
The Series 81 Bonds shall be designated as the 7.00% Mortgage
Certificate-Backed Bonds, Series 81.
Section 3. Form of Series 81 Bonds.
[FORM OF BOND]
[FORM OF FACE OF BOND]
$ No.
ZIEGLER MORTGAGE SECURITIES, INC. II
7.00% MORTGAGE CERTIFICATE-BACKED BOND, Series 81
<TABLE>
<CAPTION>
Issue First Interest
Date Interest Payable
of Due Payment on the
Series: Date: Date: 1st Day of: CUSIP
<S> <C> <C> <C>
April 1, 1996 May 15, 2028 November 1, 1996 May and November
</TABLE>
Ziegler Mortgage Securities, Inc. II, a corporation duly
organized and existing under the laws of the State of Wisconsin (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
or registered assigns, the principal sum of
Dollars on or prior to the date set forth above, and to pay
interest on the unpaid portion of said principal sum from the date hereof,
through the last day of the calendar month immediately preceding the date on
which such principal sum becomes due and payable, on the 1st day of the
months set forth above in each year, at the rate per annum specified in the
title of this Bond. The first such payment of interest will be made on the
first interest payment date set forth above. Except as hereinbefore
otherwise provided with respect to the interest payable on the date the
principal of this Bond becomes due and payable, interest on this Bond shall
be payable on each Semiannual Payment Date through the end of the six
calendar month period ending in the second calendar month immediately
preceding the Semiannual Payment Date. The interest so payable on any
Semiannual Payment Date, and any prepayment of principal that may be required
on any monthly Redemption Date, will, as provided in the Indenture referred
to on the reverse hereof, be paid to the Person in whose name this Bond (or
one or more Predecessor Bonds) is registered on the Regular Record Date for
such Semiannual Payment Date or Redemption Date, which shall be the close of
business on the last day of the second calendar month preceding that in which
such Semiannual Payment Date or Redemption Date occurs (whether or not a
Business Day). Any such principal or interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on
the Regular Record Date, and may be paid to the Person in whose name this
Bond (or one or more Predecessor Bonds) is registered on a Special Record
Date, for the payment of such defaulted principal and interest to be fixed by
the Trustee, notice whereof shall be given to Bondholders not less than 10
days prior to such Special Record Date, or may be paid, at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Bonds may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
The principal of and interest on this Bond are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment for public and private debts, at the office or
agency of the Issuer designated for such purpose in the United States of
America; provided that interest may be paid, at the option of the Issuer, by
check mailed to the Person entitled thereto at his address as it appears on
the Bond Register.
Reference is made to the further provisions of this Bond set
forth on the reverse hereof, which shall have the same effect as though fully
set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Bond shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.
The Issue Date of the Series of Bonds designated herein is the
date set forth above.
IN WITNESS WHEREOF, Ziegler Mortgage Securities, Inc. II, has
caused this instrument to be signed, manually or in facsimile, by its
President or a Vice President and by its Secretary or an Assistant Secretary
and a facsimile of its corporate seal to be imprinted hereon.
Dated: , 19
ZIEGLER MORTGAGE SECURITIES, INC. II
[SEAL]
By
Attest:
Secretary
<PAGE>
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the series of Bonds referred to in the
within-mentioned Indenture.
M&I FIRST NATIONAL BANK
West Bend, Wisconsin,
Trustee
By
Authorized Officer
<PAGE>
[FORM OF REVERSE OF BOND]
MORTGAGE CERTIFICATE-BACKED BOND
This Bond is one of a duly authorized issue of Bonds of the
Issuer, designated as its Mortgage Certificate-Backed Bonds (herein called
the "Bonds"), issued and to be issued in one or more Series, and is part of
a Series of Bonds designated on the face hereof (herein called the "Bonds of
this Series"), all issued and to be issued under an Indenture dated as of
January 1, 1986 (as amended, herein called the "Indenture"), between the
Issuer and M&I First National Bank, West Bend, Wisconsin (the "Trustee"),
which term includes any successor Trustee under the Indenture, to which
Indenture and all indentures supplemental thereto (including the indenture
supplemental thereto which authorized the Bonds of this Series) reference is
hereby made for a statement of the respective rights thereunder of the
Issuer, the Trustee and the Holders of the Bonds, and the terms upon which
the Bonds are, and are to be, authenticated and delivered. All terms used in
this Bond which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
As provided in the Indenture, the Bonds are issuable in Series
which may vary as in the Indenture provided or permitted. All Bonds of each
Series are equally and ratably secured to the extent provided by the
supplemental indenture authorizing such Series. This Bond is one of the
Series specified in its title.
On each Redemption Date commencing with the second calendar month
following the Issue Date of the Series of Bonds designated on the face
hereof, the Issuer will redeem at a redemption price equal to 100% of the
unpaid principal amount thereof (hereinafter referred to as the "Redemption
Price") (plus interest accrued and unpaid on the Bonds of this Series to be
redeemed, if any, to but not including the Redemption Date) Bonds of this
Series presented for redemption in the order of priority described below but
only to the extent funds are available to pay the Redemption Price therefor
in the Redemption Fund for that Series, determined as of the last day of the
calendar month preceding that in which such redemption will occur. Subject
to this limitation, on each Redemption Date (i) first, Bonds presented by the
personal representative, surviving joint tenant or tenant by the entirety of
deceased Holders will be redeemed in the order of their receipt by the
Trustee but not exceeding $10,000 principal amount of Bonds for any one
deceased Holder, (ii) then, Bonds presented by other Holders will be redeemed
in the order of their receipt by the Trustee but not exceeding $10,000
principal amount of Bonds from any one Holder, (iii) then, Bonds presented on
behalf of deceased Holders in excess of $10,000 principal amount limitations
will be redeemed in order of receipt by the Trustee and (iv) if funds remain
available in the Redemption Fund, Bonds presented by Holders other than
deceased Holders in excess of the $10,000 principal amount limitations will
be redeemed.
Bonds may be presented for redemption by delivery to the Trustee
of: (i) the Bonds to be redeemed, (ii) a written request for redemption in
form satisfactory to the Trustee and signed by the Holder or duly authorized
representative (with appropriate evidence of authority) and (iii) in the case
of a request on behalf of a deceased Holder, appropriate evidence of death
and authority and any requisite tax waivers. Only Bonds presented for
redemption prior to the last day of the second month preceding that in which
a Redemption Date occurs, whether on behalf of a deceased Holder or
otherwise, will be eligible for redemption on such Redemption Date. All
Bonds presented for redemption will be held by the Trustee until the Issuer
is able to redeem them, unless withdrawn by written request actually received
by the Trustee by the last day of the second month preceding that in which
they would otherwise have been redeemed. The Trustee may establish such
procedure it may deem fair and equitable in order to determine the order of
receipt of Bonds.
On each Redemption Date commencing with the thirteenth calendar
month following the Issue Date of the Series of Bonds designated on the face
hereof (or commencing on the first Redemption Date prior thereto which
immediately follows the last day of a calendar month on which the aggregate
amount on deposit in the Redemption Fund is not less than $100,000) the
Issuer shall redeem all or any part of the Outstanding Bonds of this Series
at the Redemption Price (plus interest accrued and unpaid on such Bonds to
but not including the Redemption Date) to the extent funds are available to
pay the Redemption Price therefor in the Redemption Fund as of the last day
of the calendar month preceding that in which such Redemption Date occurs and
not used for the redemptions at the option of Bondholders described above.
The Trustee shall select the Bonds to be redeemed by lot as provided in the
Indenture, and notice of such redemption shall be given to Holders of Bonds
to be redeemed as provided in the Indenture.
In addition, the Issuer, at its option, may redeem all, but not
less than all, of the Outstanding Bonds of this Series on any Redemption Date
after the third anniversary of the Issue Date of the Series of Bonds
designated on the face hereof, or at any time that the aggregate principal
amount of the outstanding Series of Bonds designated on the face hereof is
less than 10% of the aggregate principal amount of the Bonds of such Series
originally issued, at the Redemption Price (plus interest accrued and unpaid
on such Bonds to but not including the Redemption Date).
If an Event of Default as defined in the Indenture shall occur
and be continuing, the principal of all the Bonds, or of all the Bonds of any
Series, may become or be declared due and payable in the manner and with the
effect provided in the Indenture.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond may be registered on the Bond
Register of the Issuer, upon surrender of this Bond for registration of
transfer at the office or agency of the Issuer in the United States of
America, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Issuer and the Trustee duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Bonds of the same Series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
Prior to the due presentment for registration of transfer of this
Bond, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Bond is registered as the owner hereof
for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Bond be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Bonds under
the Indenture at any time by the Issuer with the consent of the Holders of a
majority in aggregate principal amount of Bonds at the time Outstanding (as
defined in the Indenture), in case Outstanding Bonds of all Series are to be
affected, or with the consent of the Holders of a majority in aggregate
principal amount of the Bonds at the time Outstanding of each Series to be
affected, in case one or more, but less than all, of the Series of Bonds then
Outstanding are to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Bonds at the time Outstanding, and of Bonds at the time Outstanding of
each Series to be affected, in case one or more, but less than all, such
Series are to be affected, on behalf of the Holders of all the Bonds, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Bond shall be conclusive and binding
upon such Holder and upon all future Holders of this Bond and of any Bond
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon
this Bond.
The term "Issuer" as used in this Bond includes any successor
under the Indenture.
The Bonds are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, as provided in the
Indenture and subject to certain limitations therein set forth. The Bonds
are exchangeable for a like aggregate principal amount of Bonds of the same
Series of a different authorized denomination, as requested by the Holder
surrendering same.
No reference herein to the Indenture and no provision of this
Bond or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Bond at the times, place and rate, and in the coin or currency, herein
prescribed.
REQUEST FOR REDEMPTION
The undersigned Holder, or legal representative of the Holder,
hereby presents the within Bond of Ziegler Mortgage Securities Inc. II, for
redemption on the next Redemption Date upon which such Bond would be eligible
for redemption in accordance with, and subject to, the terms and conditions
of the within Bond and the Indenture.
Dated: , 19 .
Notice: The signature to this
presentment must correspond with the
name as written upon the face of this
Bond in every particular without
alteration or any change whatsoever,
except with respect to redemptions of
Deceased Holder Bonds.
Section 4. Aggregate Principal Amount.
The aggregate principal amount of Series 81 Bonds that may be
authenticated and delivered under the Indenture and this Eighty-First
Supplemental Indenture is limited to $2,640,000, except for Bonds
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Series 81 Bonds; pursuant to Sections 3.04, 3.05,
3.06. 10.06 or 12.04 of the Indenture.
Section 5. Interest Rate.
The Series 81 Bonds shall bear interest at the rate of 7.00% per
annum.
Section 6. Semiannual Payment Dates.
With respect to the Series 81 Bonds, the term Semiannual Payment
Dates shall mean May and November 1.
Section 7. Redemption Dates.
The first Redemption Date on which the Issuer shall be required
to redeem Series 81 Bonds at the request of the Holders thereof shall be June
1, 1996, and the first Redemption Date on which the Issuer shall be required
to redeem Series 81 Bonds irrespective of requests of the Holders thereof and
irrespective of the amount on deposit in the Redemption Fund for the Series
81 Bonds shall be May 1, 1997. The first Redemption Date on which the Issuer
may at its option redeem all, but not less than all, of the outstanding
Series 81 Bonds shall be May 1, 1999, except that if at any time the
aggregate principal amount of the outstanding Series 81 Bonds is less than
$323,700, then, the Issuer may redeem all, but not less than all, of the
outstanding Series 81 Bonds.
Section 8. Stated Maturity.
The Stated Maturity of the Series 81 Bonds shall be May 15, 2028.
Section 9. Interest Reserve Fund.
For purposes of determining the amount required to be deposited
in the Interest Reserve Fund for the Series 81 Bonds, the applicable
percentage to be deducted pursuant to clause (ii) of Section 4.02(b) of the
Indenture shall be 2-1/2% rather than 3% as therein specified.
Section 10. Ratification of Indenture.
As supplemented and amended by this Eighty-First Supplemental
Indenture, the Indenture as previously amended is in all respects ratified
and confirmed and the Indenture as previously amended and as so supplemented
by this Eighty-First Supplemental Indenture shall be read, taken and
construed as one and the same instrument.
Section 11. Counterparts.
This Eighty-First Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Eighty-First Supplemental Indenture to be duly executed by their respective
officers thereunto duly authorized and their respective seals duly attested
to be hereunto affixed all as of the day and year first above written.
ZIEGLER MORTGAGE SECURITIES INC. II
[SEAL]
By /s/ Eugene H. Rudnicki
President
Attest:
/s/ Lynn R. Van Horn
Secretary
M&I FIRST NATIONAL BANK
West Bend, Wisconsin
as Trustee
[SEAL]
By/s/ R. T. Stephenson
Title: Executive Vice Presient
ATTEST:
/s/ M. F. Hron
Title: Vice President
<PAGE>
EXHIBIT A
THE COLLATERAL
MORTGAGE CERTIFICATES
<TABLE>
<CAPTION>
Outstanding
Principal
Original Amount
Pool Maturity Interest Principal as of
Guarantor No. Date Rate Amount 04/01/96
<S> <C> <C> <C> <C> <C>
GNMA #347054 05/15/28 7.25% $3,301,000.00 $3,237,625.65
</TABLE>
