UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1996, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________________
to ________________
Commission File No.: 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 identification number)
incorporation or organization)
6400 S. Fiddlers Green Circle, Suite 1200A,
Englewood, Colorado 80111
(Address of principal executive offices)
Registrant's telephone number including area code: (303) 290-6024
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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.
State the aggregate market value of the voting stock held by non-
affiliates of the registrant: As of December 31, 1996: $0.00.
The number of shares outstanding of the Registrant's $0.01 par value
common stock, as of March 31, 1997, was 1,000 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART I
ITEM 1. BUSINESS
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 to engage in activities relating to
mortgage loans or mortgage loan certificates including other securities which
are backed by mortgage loans (the "Collateral"). The Collateral is issued
and/or guaranteed by agencies which include Government National Mortgage
Association securities ("GNMA Certificates"), Federal National Mortgage
Association securities ("FNMA Certificates") and Federal Home Loan Mortgage
Corporation securities ("FHLMC Certificates") collectively referred to as
("Agency Certificates") or other entities ("Private Mortgage-Backed
Securities"). Among the Company's authorized business purposes, the primary
activity is the issuance of bonds in one or more series of collateralized
mortgage obligations ("CMO's") which are secured by the Collateral.
To issue such bonds, the Company may acquire, hold, sell or pledge the
Collateral, but typically these activities are transacted through trusts
beneficially owned and created by the Company.
The Company may not, either directly or indirectly, through a
beneficially owned trust engage in any business or investment activity other
than (i) issuing and selling bonds; (ii) investing cash balances on an
interim basis in high quality short-term securities; (iii) purchasing,
owning, holding, pledging or selling the Collateral or other mortgage-related
assets; and (iv) engaging in other activities which are necessary or
convenient to accomplish the foregoing and are incidental thereto.
To date, the Company or certain trusts established by the company have
issued nine bond offerings totaling $1,508,989,338 (the "Bonds"). The Bonds
which are issued directly by the company, are direct obligations of the
Company (see Note No. 2 under Notes to Financial Statements for a further
discussion). Payments to the bondholders are payable from the principal and
interest payments received on the Collateral payments. For the benefit of
the bondholders, all Collateral related to the Bonds has been pledged to a
trustee. The Bonds are considered CMO's by Generally Accepted Accounting
Principles.
Under a fourth registration statement filed on Form S-11 (No. 33-60662),
the Company currently has approximately $141 million registered and unissued
CMO's. This registration statement was filed with the Securities and Exchange
Commission ("SEC") on April 7, 1993 and became effective on July 23, 1993.
The prospectus accompanying this registration statement is combined with
the prospectus accompanying the Company's third registration statement
(No. 33-43175). The unissued securities of the third registration statement
were carried forward to the fourth registration statement pursuant to
Rule 429 of the Securities Act of 1933 as amended.
The Collateral types were expanded in the fourth registration statement
and in the Company's Articles of Incorporation by amendment. The amendments
provided for the addition of the following two forms of Collateral, (i)
beneficial interests in the form of mortgage pass-through certificates
secured by certain mortgage loans, mortgage-backed securities or
collateralized mortgage obligations and issued by nonagency entities, and
(ii) residual interests in Agency Certificates and Private Mortgage-Backed
Securities, and other mortgage-related assets and securities.
On March 28,1996, the Company withdrew from consideration its fifth
registration statement (No. 33-73750) on January 3, 1994, which was
determined to be an unnecessary expense by the Company's Board of Directors.
Although the Company has received several inquiries regarding the
registered and unissued securities remaining on its fourth registration
statement (No.33-60662), no activity has occurred since the issuance of Fund
America Investors Corporation, Series 1993-6 Bonds on December 7, 1993. The
Company will continue to seek opportunities to utilize the remaining $141
million of registered and unissued CMO's.
<PAGE>
ITEM 2. PROPERTIES
The Company has no material physical properties.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the security holders during the fourth
quarter of the fiscal year ended December 31, 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the Company's common
stock and no dividends have been declared or paid. All of the Company's
common stock is owned by a sole shareholder.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1996 1995 1994 1993 1992
----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenue $ 9,653 $11,791 $ 13,230 $2,434,546 $ 12,056
Net income(loss) (25,191) (65,830) (74,658) 248,491 132,444
Net income(loss) per
share of common stock (1) (1) (1) (1) (1)
Balance Sheet Data:
Total assets 258,749 329,033 555,769 1,037,312 521,649
Shareholder's equity 258,749 283,939 549,769 624,427 375,936
(1) Not presented, as all shares of common stock are held by a sole
shareholder.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
1. (a) General
As more fully described below, the Company or certain established trusts
have issued nine series of registered CMO's aggregating $1,508,989,338 in
initial issuance amount. As of December 31, 1996, eight series of CMO's
remain outstanding. The following list consists of only those outstanding
series shown with the initial issuance amounts.
Initial
Trust Series Amount Collateral
- ----- ------ ------------ --------------------------------------
n/a 1990-1 $400,000,000 GNMA Certificates
n/a 1991-1 350,000,000 GNMA Certificates
n/a 1991-2 150,000,000 GNMA Certificates
n/a 1993-1 66,040,000 GNMA Certificates and FNMA Certificates
I 1993-2 117,350,000 FNMA Certificates and FHLMC securities;
Private Mortgage-Backed securities;
cash, other mortgage-backed securities
or certain United States Treasury
securities
III 1993-4 220,000,000 FNMA and FHLMC securities; certain residual
interest securities in Private Mortgage-
Backed securities; cash, other mortgage-
backed securities or certain United States
Treasury securities
IV 1993-5 20,249,338 FNMA Stripped Mortgage-Backed Security
("FNMA SMBS") held in the form of a FNMA
Guaranteed MBS Pass-Through Certificate
and included in FNMA SMBS Trust
000240-CL
IV 1993-6 50,350,000 FNMA and FHLMC securities; certain
CMO's issued by Trust IV, Series
1993-5; cash, other mortgage-backed
securities or certain United States
Treasury securities
To date, the Company has issued four CMO offerings totaling
$966,040,000 ("the FAIC Bonds"). The FAIC Bonds are a direct obligation of
the Company and have been structured to be payable from the principal of and
interest on the collateral pledged to the Trustee for the benefit of the
bondholders. In addition, the Company established four trusts which issued
five CMO offerings totaling $542,949,338 (the "FAIT Bonds"). The FAIT
Bonds are a direct obligation of each related trust which have been
structured to be payable from the principal of and interest on the collateral
pledged to the Indenture Trustee for the benefit of the bondholders. The
FAIC Bonds and the FAIT Bonds constitute Collateralized Mortgage Obligations
("CMO's) as defined by Financial Accounting Standards Board Technical
Bulletin 85-2 ("TB 85-2"). In general, TB 85-2 provides that CMO's are
presumed to be borrowing transactions and should be recorded as liabilities
in the financial statements of the issuer. However, a CMO is not accounted
for as a borrowing transaction if, (a) all but a nominal portion of the
future economic benefit inherent in the associated collateral has been
passed to the bondholders and (b) no affiliate of the issuer can be required
to make any future payments with respect to the obligation. The FAIC Bonds
and the FAIT Bonds meet the exceptions set forth above and therefore, the
borrowings and the related collateral were eliminated from the financial
statements, and all other costs associated with the offering transactions
were charged to expense during the issuance period.
<PAGE>
Effective January 1, 1997 the Company will adopt the provisions of SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", as it relates to securitization of mortgage
loans, mortgage backed securities and other mortgage collateral. Bonds
issued through special purpose entities such as trusts and related mortgage
collateral generally will not be reflected in the Company's financial
statements. However, any bonds directly issued and the related mortgage
collateral would be required to be accounted for in the financial statements
of the Company; the prior accounting principles for such issuances allow
for derecognition of the mortgage collateral and bonds. Because SFAS No. 125
does not require restatement of previously issued financial statements, there
will be no effect on financial position or results of operations when
SFAS No. 125 is adopted.
b) Prospective Bond Issuances
The Company has $141 million of remaining, registered, and unissued
securities. Management expects these securities to be fully utilized through
securitization of mortgage loans generated by an affiliate under common
control. The affiliate is a mortgage company that intends to securitize its
expanded production under the Company's shelf.
2. Liquidity and Capital Resources
The Company expects to fund ongoing operating expenses from working
capital, revenue derived from bond transactions or with borrowings obtained
from its sole shareholder. As of December 31, 1996, $500,000 was available
under a line of credit provided by the Company's sole shareholder.
3. Results of Operations
The Company reported a net loss for the year ended December 31, 1996 of
$25,191 as compared to a net loss of $65,830 for the year ended December 31,
1995 and net loss of $74,658 for the year ended December 31, 1994. The Company
did not issue any bonds during these three reporting periods. In 1994, $34,810
of bond issuance expenses were paid during this reporting period relating to
bond transactions closed in a prior reporting period. In 1995 the Company
incurred expenses of $41,978 for offering costs related to prior periods.
Issuance expenses and associated general and administrative expenses are paid
or accrued at the time of closing based upon the Company's best estimate of
those costs. These estimates are adjusted in subsequent reporting periods
when the actual expenses are known.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholder
Fund America Investors Corporation
Englewood, Colorado
We have audited the accompanying balance sheets of Fund America Investors
Corporation as of December 31, 1996 and 1995, and the related statements of
operations, shareholder's equity, and cash flows for each of the three years
in the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements 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.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1996 and
1995, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
February 28, 1997
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Balance Sheets
<CAPTION>
December 31,
---------------------------
1996 1995
--------- ---------
<S> <C> <C>
Assets
Cash and cash equivalents (Note 2) $ 147,076 $ 212,361
Deferred offering costs 111,673 116,672
--------- ---------
Total assets $ 258,749 $ 329,033
========= =========
Liabilities - Accounts payable $ - $ 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 (111,252) (86,061)
--------- --------
Shareholder's equity - net 258,748 283,939
--------- --------
Total liabilities and
shareholder's equity $ 258,748 $ 329,033
========= =========
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
<CAPTION>
Years Ended December 31,
-------------------------------
1996 1995 1994
------ ------- -------
<S> <C> <C> <C>
Revenue
Interest income $6,053 $11,791 $13,230
Miscellaneous Income 3,600 - -
------- ------- -------
Total Revenue 9,653 11,791 13,230
------- ------- -------
Expenses
Deferred offering costs - 41,978 -
Direct bond issuance expenses - - 34,810
General and administrative 10,844 11,643 29,078
Management fees (Note 5) 24,000 24,000 24,000
------- ------- -------
Total expenses 34,844 77,621 87,888
------- ------- -------
Net loss ($25,191) ($65,830) ($74,658)
======= ======= =======
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Shareholder's Equity
Years ended December 31, 1996, 1995 and 1994
<CAPTION>
Common Stock Additional Total
Number of Par Paid-in Accumulated Shareholder's
Shares Value Capital Deficit Equity
------- ------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Balance at
January 1, 1994 1,000 $ 10 $ 569,990 $ 54,427 $ 624,427
Net loss - - - (74,658) (74,658)
------- ------ ---------- -------- ---------
Balance at
December 31, 1994 1,000 10 569,990 (20,231) 549,769
Shareholder
distributions - - (200,000) - (200,000)
Net loss - - - (65,830) (65,830)
------- ------- --------- -------- ---------
Balance at
December 31, 1995 1,000 10 369,990 (86,061) 283,939
Net loss - - - (25,191) (25,191)
------- ------- --------- -------- ---------
Balance at
December 31, 1996 1,000 $ 10 $ 369,990 $ (111,252) $ 258,748
======= ====== ========= ========== =========
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
<CAPTION>
Years Ended December 31,
---------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Net cash flows from operating activities:
Net loss ($25,191) ($65,830) ($74,658)
Adjustments
Deferred offering costs - 41,978 -
Changes in assets and liabilities:
Accounts receivable - 641 295,770
Accounts payable (40,094) 39,094 (349,877)
Due to affiliate - - (57,008)
--------- -------- ---------
Net cash provided by (used in)
operating activities (65,285) 15,883 (185,773)
Cash flows used in investing activities-
deferred offering costs - (45,249) (48,264)
Cash flows used in financing activities-
distribution to shareholder - (200,000) -
-------- --------- --------
Net decrease in cash and cash equivalents (65,825) (229,366) (234,037)
Cash and cash equivalents at
beginning of year 212,361 441,727 675,764
--------- --------- ---------
Cash and cash equivalents at
end of year $147,076 $212,361 $441,727
======== ========= ========
See notes to financial statements
</TABLE>
<PAGE>
FUND AMERICA INVESTORS CORPORATION
Notes to Financial Statements
Note 1. The Company
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 to engage in activities relating to
mortgage loans or mortgage loan certificates including other securities which
are backed by mortgage loans (the "Collateral"). The Collateral is issued
and/or guaranteed by agencies which include Government National Mortgage
Association securities ("GNMA Certificates"), Federal National Mortgage
Association securities ("FNMA Certificates") and Federal Home Loan Mortgage
Corporation securities ("FHLMC Certificates") collectively referred to as
("Agency Certificates") or other entities ("Private Mortgage-Backed
Securities"). Among the authorized business activities, the main focus is the
issuance of bonds in one or more series of collateralized mortgage obligations
("CMO's") which are secured by the Collateral. To issue these bonds, the
Company may acquire, hold, sell or pledge the Collateral, but typically these
activities are transacted by beneficially owned trusts created by the Company.
The Company will not either directly or indirectly through a
beneficially owned trust engage in any business or investment activity other
than (i) issuing and selling bonds; (ii) investing cash balances on an interim
basis in high quality short-term securities; (iii) purchasing, owning,
holding, pledging or selling the Collateral or other mortgage-related assets;
and (iv) engaging in other activities which are necessary or convenient to
accomplish the foregoing and are incidental thereto.
Note 2. Summary of Significant Accounting Policies
In general, CMO's are presumed to be borrowing transactions and are to be
recorded as liabilities in the financial statements of the issuer. However, a
CMO is not accounted for as a borrowing transaction if (a) all but a nominal
portion of the future economic benefit inherent in the associated collateral
has been passed to the bondholders and (b) no affiliate of the issuer can be
required to make any future payments with respect to the obligation. The
Company meets these conditions and therefore, the borrowings and the related
collateral were eliminated from the financial statements, and all other costs
associated with the offering transaction were charged to expense during the
reporting period.
Costs of registering securities are deferred. As the Bonds are issued
from the registered securities, costs are charged to operations. The charge
is based on the ratio of bonds to securities registered but previously
unissued.
Fees from the bond transactions are recognized as revenue when the
transactions close. All expenses of the transaction, including a portion of
deferred offering costs, are charged to operations.
For purposes of reporting cash flows, cash and cash equivalents include
demand deposit accounts.
Net income (loss) per share is not presented, as all shares of common
stock are held by a sole shareholder.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements, and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
SFAS 107 "Disclosure About Fair Value of Financial Instruments," requires
disclosure of fair value information about financial instruments, whether or
not recognized in the balance sheet. The Company's financial instruments
include: cash and cash equivalents, and accounts payable. The carrying amount
of these assets and liabilities approximates their fair value.
<PAGE>
In March 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of " (SFAS No. 121).
SFAS No. 121 requires companies to evaluate long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. If a long-lived asset is identified as
impaired, the value of the asset must be reduced to its fair value. The
Company adopted this statement January 1, 1996. The company's deferred
offering costs are considered long-lived assets under this pronouncement. The
deferred offering costs are directly related to the remaining, registered and
unissued securities. Management expects the full utilization of the remaining
securities through use by an affiliated mortgage company under common
control. The affiliate is expanding operations which management believes will
provide enough production to issue securities. The adoption of SFAS No. 121
did not have an effect on the Company's financial position or results of
operations.
Effective January 1, 1997 the Company will adopt the provisions of SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", as it relates to securitization of mortgage
loans, mortgage backed securities and other mortgage collateral. Bonds
issued through special purpose entities such as trusts and related mortgage
collateral generally will not be reflected in the Company's financial
statements. However, any bonds directly issued and the related mortgage
collateral would be required to be accounted for in the financial statements
of the Company; the prior accounting principles for such issuances allow
for derecognition of the mortgage collateral and bonds. Because SFAS No. 125
does not require restatement of previously issued financial statements, there
will be no effect on the financial position or results of operations when
SFAS No. 125 is adopted.
Note 3. Income Taxes
Under the S Corporation guidelines of the Internal Revenue Code as
amended, the Company has elected to be treated substantially as a partnership
for income tax purposes. As a result, the sole shareholder reports any
taxable income or loss of the Company on his individual tax return.
Accordingly, no provision for federal income taxes has been recorded in the
financial statements.
Note 4. Line Of Credit
The Company has a $500,000 revolving line of credit with its sole
shareholder. The credit line is unsecured, bears interest at 2% above the
base rate used for lending established by a bank (8.25% at December 31, 1996),
is payable on demand and is subordinate and junior to the Bonds. As of
December 31, 1996, $500,000 was available under the line of credit.
Note 5. Related Party Transactions
The Company has engaged in various related party transactions as
discussed below. Accordingly, the accompanying financial statements are not
necessarily indicative of the financial position that would exist or the
results of operations that would have occurred if the transactions had been
with unaffiliated entities.
<PAGE>
The sole shareholder of the Company is also President and a Director of
The Chotin Group Corporation and Fund America Management Corporation ("FAMC").
In April of 1989, the Company entered into a management agreement with The
Chotin Group Corporation (the "Facilities Manager") through the period ended
December 31, 1989. This agreement has been subsequently renewed and modified
by the parties. Under the terms of the new agreement, the Facilities Manager
is required to provide facilities use and other services necessary for the
Company to manage its business affairs. The management fees paid as a
result of this arrangement amounted to $24,000 for each of the three years in
the period ended December 31, 1996.
Certain administrative functions with respect to some of the Bonds are
being performed for the Company by an affiliate, FAMC, pursuant to management
agreements executed concurrently at closing date of each Bond issuance
transaction.
Note 6. CMO Information
At December 31, 1996 and 1995, the outstanding principal balance of the
Bonds were as follows:
Trust Series 1996 1995
- ------ ----------- ---------- -------------
N/A Series 90-1 $52,245,866 $ 68,568,999
N/A Series 91-1 51,858,539 68,690,038
N/A Series 91-2 15,081,074 20,540,618
N/A Series 93-1 32,855,773 20,976,567
Trust I Series 93-2 77,064,373 85,707,363
Trust III Series 93-4 201,972,826 202,328,918
Trust IV Series 93-5 16,542,960 17,976,384
Trust IV Series 93-6 37,827,661 42,561,164
------------ -------------
Totals $485,449,072 $527,350,051
============ ============
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name Position Age
Steven B. Chotin Director, Chairman, Chief Executive Officer
and President 49
Howard J. Glicksman Director, Vice President and Assistant Secretary 51
M. Garrett Smith Director 35
Helen M. Dickens Director, Vice President and Secretary 43
Kenneth S. Birnbaum Vice President 52
Steven B. Chotin, 49, has been a Director and the Chairman, Chief
Executive Officer and President of the Company since its inception. Mr.
Chotin has been President of The Chotin Group Corporation, a financial
service firm, since July 1984. Mr. Chotin may be deemed to be a "promoter"
within the meaning of Rule 405 under the Securities Act of 1933, as amended
(the "Act").
Howard J. Glicksman, 51, has been a Director of the Company since 1995,
Vice President since 1993 and Assistant Secretary since 1992. Mr. Glicksman
has been Vice President since 1993, Assistant Secretary and General Counsel
since 1989 of The Chotin Group Corporation. Prior to joining The Chotin Group
Corporation, Mr. Glicksman was a partner in the Denver, Colorado law firm of
Glicksman, Woodrow & Shaner. He currently holds bar and association
memberships in Colorado and New York.
M. Garrett Smith, CFA, 35, is currently Vice President - Corporate
Acquisitions of MESA Inc. Mr. Smith has been associated with MESA Inc's.
top financial group for seven and half years, most recently serving as
Vice President - Finanical Plannig. Prviously, Mr. Smith was a partner with
BTC Partners, a financial consultant to MESA, Inc.
Helen M. Dickens, 43, has been a Director of the Company since 1995,
Vice President and Secretary of the Company since 1992. Ms. Dickens is also
Vice President and Chief Operations Officer of The Chotin Group Corporation,
positions she has held since 1989. Mrs. Dickens served as Assistant Corporate
Secretary and Administrative Assistant to the Chairman of the Board and
President of Uniwest Financial Corp., a non-diversified savings and loan
company.
Kenneth S. Birnbaum, 52, has been Vice President of the Company since
1993. Mr. Birnbaum is Vice President of The Chotin Group Corporation, a
position he has held since 1990. He is also the Manager of The Chotin Group
Corporation's Washington, D.C., office. Prior to joining The Chotin Group
Corporation, Mr. Birnbaum was General Counsel of Bracy Williams & Company,
a government affairs firm specializing in advising corporations on federal,
financial, energy and transportation-related legislative and administrative
matters. He is currently a member of the bar of the District of Columbia.
Directors and Executive Officers are elected annually for a one year
term.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
As of December 31, 1996, no executive officer had received any
compensation exceeding $100,000.
The Company has not paid any compensation pursuant to plans or any other
compensation arrangement. The Company pays its outside director a monthly fee
of $150.00. No other officers or directors receive any compensation for their
services.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Amount and
Nature of Percent
Title Beneficial of
of Class Name and Address of Beneficial Owner Ownership (1) Class
- -------- ------------------------------------ ------------- -----
Common Steven B. Chotin 1,000 100%
6400 S. Fiddler's Green Circle, Suite 1200
Englewood, CO 80111
(1) Amount of such shares with respect to which persons indicated have the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under
the Securities Exchange Act of 1934: Zero.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sole shareholder of the Company is also the sole shareholder,
President and Director of The Chotin Group Corporation. On January 1, 1993,
the Company entered into a Management Agreement with The Chotin Group
Corporation (the "Facilities Manager"). This agreement remains in force until
written termination of the agreement is presented by either party. As of
December 31, 1996, no such notice of termination has been given or received by
the Company. Under the terms of the agreement, the Facilities Manager is
required to provide facilities use and other services necessary for the
Company to manage its business affairs. The annual fee for the services is
$24,000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS OF
FORM 8-K
( a )(1) Financial Statements
- Independent Auditors' Report
- Balance Sheets at December 31, 1996 and 1995
- Statements of Operations for the Years Ended December 31,
1996, 1995 and 1994
- Statements of Shareholder's Equity for the Years Ended
December 31, 1996, 1995 and 1994
- Statements of Cash Flows for the Years Ended December 31,
1996, 1995 and 1994
- Notes to Financial Statements for the Years Ended December 31,
1996, 1995 and 1994
( a )(2) Financial Statement Schedules
The financial statement schedules have been omitted because
they are inapplicable.
( b ) Reports on Form 8-K
None
( c ) Exhibits
Exhibit 27. Financial Data Schedule
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.
FUND AMERICA INVESTORS CORPORATION
(Registrant)
Date March 31, 1997 By:________________________________________
Helen M. Dickens
Vice 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.
/s/ Steven B. Chotin Director, Chairman, Chief Executive March 31, 1997
Steven B. Chotin Officer and President
(Principal Executive Officer)
/s/ Helen M. Dickens Director, Vice President and
Helen M. Dickens Treasurer (Principal Financial
Officer) March 31, 1997
/s/ Howard J. Glicksman Director, Vice President and March 31, 1997
Howard J. Glicksman Assistant Secretary
/s/ Garrett Smith Director March 31, 1997
Garrett Smith
/s/ Kenneth S. Birnbaum Vice President March 31, 1997
Kenneth S. Birnbaum
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
Since the Company has a sole shareholder, the Company has not sent and
will not send an annual report or proxy material to its shareholder.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 147076
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 147076
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 258749
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 258748
<SALES> 0
<TOTAL-REVENUES> 9653
<CGS> 0
<TOTAL-COSTS> 34844
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (25191)
<INCOME-TAX> 0
<INCOME-CONTINUING> (25191)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (25191)
<EPS-PRIMARY> 1<F1>
<EPS-DILUTED> 1<F1>
<FN>
<F1>Not presented since all shares of common stock are held by
a sole shareholder.
</FN>
</TABLE>
