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) June 28, 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)
Page 1 of Pages
Index to Exhibits is on Page
<PAGE>
Item 5. Other Information
(a) Series 82 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 82, Due
September 15, 2030 (the "Series 82 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-Second Supplemental Indenture. The Registrant has
entered into an Eighty-Second Supplemental Indenture with the Trustee, in
connection with the offering of the Series 82 Bonds in the form filed
herewith as Exhibit (4.1).
Item 7. Information and Exhibits
(c) Exhibits
(1.1) Terms Agreement (Series 82) dated as of
June 28, 1996 between Ziegler Mortgage
Securities, Inc., II and B. C. Ziegler
and Company.
(4.1) Eighty-Second Supplemental Indenture,
dated as of June 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: June 28, 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 82) dated as of June 28, 1996
between Ziegler Mortgage Securities, Inc., II and
B. C. Ziegler and Company.
(4.1) Eighty-Second Supplemental Indenture, dated as of
June 1, 1996 between Ziegler Mortgage Securities, Inc.,
II and M&I First National Bank, West Bend, Wisconsin.
<PAGE>
ZIEGLER MORTGAGE SECURITIES, INC. II, Issuer
and
M&I FIRST NATIONAL BANK, Trustee
EIGHTY-SECOND SUPPLEMENTAL INDENTURE Dated as of
June 1, 1996
to
INDENTURE
Dated as of January 1, 1986
CREATING $2,987,000 PRINCIPAL AMOUNT
MORTGAGE CERTIFICATE-BACKED BONDS, Series 82
<PAGE>
EIGHTY-SECOND SUPPLEMENTAL INDENTURE, dated as of June 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 $2,987,000, to be known as the 7.25% Mortgage
Certificate-Backed Bonds, Series 82 (the "Series 82 Bonds"), and the Issuer
and the Trustee are executing and delivering this Eighty-Second
Supplemental Indenture in order to provide for the Series 82 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 82 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 82
Bonds, all of the Issuer's right, title and interest in and to (a) the
Mortgage Certificates described in Schedule A to this Eighty-Second
Supplemental Indenture which the Issuer is delivering to the Trustee
herewith, (b) the Principal and Interest Payment Account for the Series 82
Bonds, (c) the Redemption Fund for the Series 82 Bonds, (d) the Interest
Reserve Fund for the Series 82 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 82 Bonds equally
and ratably without prejudice, priority or distinction between any Series
82 Bonds and any other Series 82 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 82 Bonds in accordance with their terms, all of the
sums payable under the Indenture or this Eighty-Second Supplemental
Indenture with respect to the Series 82 Bonds and compliance with the
provisions of the Indenture and this Eighty-Second Supplemental Indenture
with respect to the Series 82 Bonds all as provided in the Indenture and
this Eighty-Second Supplemental Indenture.
Section 1. Terms Defined in the Indenture.
All terms used in this Eighty-Second 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-Second Supplemental Indenture or the
context clearly requires otherwise.
<PAGE>
Section 2. Designation.
The Series 82 Bonds shall be designated as the 7.25% Mortgage
Certificate-Backed Bonds, Series 82.
Section 3. Form of Series 82 Bonds.
[FORM OF BOND]
[FORM OF FACE OF BOND]
$ No.
ZIEGLER MORTGAGE SECURITIES, INC. II
7.25% MORTGAGE CERTIFICATE-BACKED BOND, SERIES 82
<TABLE>
<CAPTION>
Issue Date First Interest Interest Payable
of Series: Due Date: Payment Date: on the 1st Day of: CUSIP
<C> <C> <C> <C>
June 1, Septemer 15, January 1, January and July
1996 2030 1997
</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 82 Bonds that may be
authenticated and delivered under the Indenture and this Eighty-Second
Supplemental Indenture is limited to $2,987,000, except for Bonds
authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Series 82 Bonds; pursuant to Sections
3.04, 3.05, 3.06. 10.06 or 12.04 of the Indenture.
Section 5. Interest Rate.
The Series 82 Bonds shall bear interest at the rate of 7.25%
per annum.
Section 6. Semiannual Payment Dates.
With respect to the Series 82 Bonds, the term Semiannual
Payment Dates shall mean January and July 1.
Section 7. Redemption Dates.
The first Redemption Date on which the Issuer shall be required
to redeem Series 82 Bonds at the request of the Holders thereof shall be
August 1, 1996, and the first Redemption Date on which the Issuer shall be
required to redeem Series 82 Bonds irrespective of requests of the Holders
thereof and irrespective of the amount on deposit in the Redemption Fund
for the Series 82 Bonds shall be July 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 82 Bonds shall be July 1, 1999, except that if at
any time the aggregate principal amount of the outstanding Series 82 Bonds
is less than $298,700, then, the Issuer may redeem all, but not less than
all, of the outstanding Series 82 Bonds.
Section 8. Stated Maturity.
The Stated Maturity of the Series 82 Bonds shall be September
15, 2030.
Section 9. Interest Reserve Fund.
For purposes of determining the amount required to be deposited
in the Interest Reserve Fund for the Series 82 Bonds, the applicable
percentage to be deducted pursuant to clause (ii) of Section 4.02(b) of the
Indenture shall be 2-1/2 percent rather than 3% as therein specified.
Section 10. Ratification of Indenture.
As supplemented and amended by this Eighty-Second 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-Second Supplemental Indenture shall be read,
taken and construed as one and the same instrument.
Section 11. Counterparts.
This Eighty-Second 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-Second 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/ Roger T. Stephenson
Title: Executive Vice President
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 06/01/96
<S> <C> <C> <C> <C> <C>
GNMA #383747 9/15/2030 7.50% $3,000,000 $2,987,159.34
</TABLE>
<PAGE>
MORTGAGE CERTIFICATE-BACKED BONDS
OF
ZIEGLER MORTGAGE SECURITIES, INC. II
TERMS AGREEMENT
Dated: June 12, 1996
To: Ziegler Mortgage Securities, Inc. II
Re: Underwriting Agreement dated May 13, 1988 (the "Agreement")
Series Designation: Series 82
Terms of the Bonds and Underwriting Compensation:
<TABLE>
<CAPTION>
Original
Stated Principal Interest Price
Maturity Amount Rate Public (1)
<C> <C> <C> <C>
September 15, 2030 $2,987,000 7.25 $2,897,390
</TABLE>
(1) Plus accrued interest from June 1, 1996.
Collateral: The Mortgage Certificates as described in Exhibit A hereto.
Interest Payment Dates: January and July, commencing January 1, 1997.
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: June 28, 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: /s/ Eugene H. Rudnicki
President
