UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30,1996
Commission File Nos.: 33-60662
FUND AMERICA INVESTORS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1070310
(State or other jurisdiction of (I.R.S. Employer
incorporation ororganization) identification number)
6400 S. Fiddler's Green Circle, Suite 1200A,
Englewood, Colorado 80111
(Address of principal executive offices)
Registrant's telephone number including area code: (303) 290-6024
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of November 14, 1996 -- 1,000 shares
<PAGE>
FUND AMERICA INVESTORS CORPORATION
FORM 10-Q FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1996
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements 3
Item 2. Management's Discussion
and Analysis of Financial
Condition and Results of
Operations 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Defaults upon Senior
Securities 7
Item 4. Submission of Matters
to a Vote of Security
Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports 7
SIGNATURES 8
Page 2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUND AMERICA INVESTORS CORPORATION
BALANCE SHEETS
(Unaudited)
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Assets
Cash $154,249 $212,361
Deferred offering costs 111,672 116,672
-------- --------
Total assets $265,921 $329,033
======== ========
Liabilities-Accounts payable $ 168 $ 45,094
-------- --------
Shareholder's equity
Common stock, par value $.01
per share; 10,000 shares
authorized; 1,000 shares
issued and outstanding 10 10
Additional paid-in capital 369,990 369,990
Accumulated deficit (104,247) (86,061)
-------- --------
Total shareholder's equity 265,753 283,939
-------- --------
Total liabilities and shareholder's
equity $265,921 $329,033
======== ========
<FN>
See notes to financial statements
</TABLE>
Page 3
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
(Unaudited)
<CAPTION>
Three months Six months
ended ended
September 30, September 30,
---------------- ----------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue
Interest income $1,355 $2,541 $4,756 $9,283
Miscellaneous income - 4,177 3,600 4,177
-------- -------- -------- --------
Total revenue 1,355 6,718 8,356 13,460
-------- -------- -------- --------
Expenses
General and administrative 497 1,033 8,174 11,985
Legal fees - 1,048 368 2,442
Management fees 6,000 6,000 18,000 18,000
-------- -------- -------- --------
Total expenses 6,497 8,081 26,542 32,427
-------- -------- -------- --------
Net loss $(5,142) $(1,363) $(18,186) $(18,967)
======== ======== ======== ========
<FN>
See notes to financial statements
</TABLE>
Page 4
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
(Unaudited)
<CAPTION>
Nine months ended
September 30,
1996 1995
---------- ----------
<S> <C> <C>
Net cash flow from operating
activities:
Net loss $ (18,186) $ (18,967)
Adjustments to reconcile net loss to
net cash flow from operating
activities:
Changes in operating assets
and liabilities:
Accounts payable (44,926) (5,850)
Accounts receivable - 641
Deferred offering costs 5,000 -
---------- ----------
Net cash flow used in operating
activities (58,112) (24,176)
Net cash flow used in financing
activities:
Shareholder distributions - (200,000)
---------- ----------
Net decrease in cash (58,112) (224,176)
Cash at beginning of period 212,361 441,727
---------- ---------
Cash at end of period $154,249 $217,551
<FN>
See notes to financial statements
</TABLE>
Page 5
<PAGE>
FUND AMERICA INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Nine months ended September 30, 1996 and 1995
1. Basis of Presentation
Organization
Fund America Investors Corporation (the "Company") was incorporated
in the State of Delaware on October 19, 1987 as a limited purpose
finance corporation. The Company was established for the purpose of
issuing and administering one or more series of bonds collateralized
by mortgage loans or mortgage loan certificates directly or through
one or more trusts beneficially owned by it and purchasing, owning
and selling other mortgage-related assets.
The Company will not engage in any business or investment activities
other than, (i) issuing and selling bonds and receiving, owning,
holding and pledging as collateral therefor the mortgage loans or
mortgage loan certificates; (ii) investing cash balances on an interim
basis in high quality short-term securities; (iii) purchasing, owning,
holding, pledging or selling other mortgage-related assets; and (iv)
engaging in other activities which are necessary or convenient to
accomplish the foregoing and are incidental thereto, directly or through
one or more trusts beneficially owned by it.
The Company currently has registered but unissued $141,000,000 in
mortgage related bonds under a Registration Statement, which became
effective on July 23, 1993.
On January 3, 1994, the Company filed a Registration Statement on
Form S-11 with exhibits thereto concerning the issuance of mortgage
related bonds (No. 33-73750). The Registration Statement was withdrawn
from consideration on March 28, 1996. The Board of Directors determined
that pursuing this registration was an unnecessary expense for
the Company.
2. Unaudited Financial Statements
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the
financial position of the Company at September 30, 1996, and the results
of its operations and cash flows for the periods ended September 30,
1996 and 1995.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The Company expects to fund its ongoing operating expenses from its
cash balances, revenue derived from bond offerings and, if necessary,
with borrowings from its sole shareholder. As of September 30, 1996,
$500,000 was available to be borrowed from the Company's sole
shareholder. Any borrowings will be subordinate and junior to
any issued mortgage securities.
The Company will use substantially all of the net proceeds from the
issuance of each series of bonds to acquire the mortgage loans or
mortgage certificates pledged as collateral for such series of bonds,
and to pay the bond issuance expenses incurred in connection with
the transaction.
Certain administrative functions with respect to some of the Bonds
are being performed for the Company by an affiliate, Fund America
Management Corporation, pursuant to management agreements executed
concurrently at the respective date of closing.
Results of Operations
The Company reported a net loss for the three months and nine months
ended September 30, 1996 of $5,142 and $18,186 respectively, compared
to a net loss of $1,363 and $18,967 respectively, for the three and
nine months ended September 30,1995.
Page 6
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of
Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
Exhibit 27. Financial Data Schedule
B. Form 8-K - None.
Page 7
<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 thereunto duly authorized.
FUND AMERICA INVESTORS CORPORATION
(Registrant)
Date: November 14, 1996
By: /s/ Helen M. Dickens
--------------------------------
Helen M. Dickens
Vice President and Secretary
(Duly authorized and Principal
Financial Officer)
Page 8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 154249
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 154249
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 265921
<CURRENT-LIABILITIES> 10
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 265743
<TOTAL-LIABILITY-AND-EQUITY> 265921
<SALES> 0
<TOTAL-REVENUES> 8356
<CGS> 0
<TOTAL-COSTS> 26542
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18186)
<INCOME-TAX> 0
<INCOME-CONTINUING> (18186)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18186)
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>Not presented, as all shares of common stock are held by
a sole shareholder.
</FN>
</TABLE>
