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, 1997, 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 (I.R.S. Employer
of incorporation or organization) identification number)
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, 1997: $0.00.
The number of shares outstanding of the Registrant's $0.01
par value common stock, as of March 27, 1998, was 1,000 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
</PAGE>
<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,
its 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 (1) issuing and selling bonds; (2) investing
cash balances on an interim basis in high quality short-term
securities; (3) purchasing, owning, holding, pledging or selling
the Collateral or other mortgage-related assets; and (4)
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 2 of
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
under generally accepted accounting principles.
Under a fourth registration statement filed on Form S-11
(No. 33-60662), the Company currently has approximately $141
million of 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.
Page 2
</PAGE>
<PAGE>
During 1997, an evaluation of the Company's deferred
offering costs was performed to determine the fair value. The
determination indicated that the Company's shelf registration as
it currently stands cannot be used without some updating. In
order to utilize the registration statement, the Company
anticipates an additional cost of $17,500 must be expended.
After updating costs are paid, the total deferred offering costs
would increase to an excess of $72,769 over currently acceptable
market pass-through costs. Management does anticipate usage of
the remaining shelf by an affiliated company. Therefore, in
accordance with SFAS No. 121 "Impairment of Long-Lived Assets to
be Disposed Of", the Company is charging $72,769 to current year
operations.
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, 1997.
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,
--------------------------------------------------
1997 1996 1995 1994 1993
------- ------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income Statement
Data:
Revenue $ 4,533 $ 9,653 $ 11,791 $ 13,230 $2,434,546
Net income(loss) $(102,682) $(25,191) $ (65,830) $ (74,658) $ 248,491
Net income(loss)
per share of
common stock (1) (1) (1) (1) (1)
Balance Sheet Data:
Total assets $ 156,172 $258,749 $ 329,033 $ 555,769 $1,037,312
Shareholder's
equity $ 156,066 $258,749 $ 283,939 $ 549,769 $ 624,427
(1) Not presented, as all shares of common stock are held by a
sole shareholder.
</TABLE>
Page 3
</PAGE>
<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, 1997, six 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 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
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 benefits 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 4
</PAGE>
<PAGE>
b) Prospective Bond Issuances
The Company has $141 million of remaining, registered, and
unissued securities. After all registration updates are
completed, management expects that these securities will be fully
utilized through securitization of mortgage loans that will be
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.
c) The Year 2000 Issue
With the year 2000 approaching, potential computer failures
and errors may occur due to problems with the computerized
recognition of date codes. The Company is currently in the
process of assessing systems to address this issue, and to
determine the extent that any problem may pose to operations of
the Company. All operations are essentially driven by the
issuance of securities. The Company has identified three areas of
potential concern including the registration of securities, the
issuance of securities, and administrative operations.
The preparation, filing, and follow-up of the registration
and issuance processes are typically hired out to firms that
specialize in these services. The potential limitations of
critical systems relied upon from retained third parties for the
registration and issuance of securities will not be known until
further investigation and inquiries have been finished.
To determine external vulnerability with out-sourced
providers, communications will be initiated by May 1998. There
can be no guarantee that the systems of other companies on which
the Company's systems rely will be timely converted and would not
have an adverse effect on the Company's operations. Furthermore,
no guarantee can be made for third party suppliers remediation of
their own Year 2000 compliance.
The third area includes administrative systems that are
supported by The Chotin Group Corporation (TCG), a related party.
TCG provides the Company with office facilities and administrative
functions. Current status of TCG's systems will be provided along
with a detailed compliance plan for remediation of systems that require
updating or upgrading. A status report should be received by June 1998.
Without a reasonably complete assessment of systems that could
be vulnerable to problems, the Company does not have reasonable basis
to conclude that the Year 2000 compliance issue will not likely have
an operational impact on the Company. In addition, without a reasonably
conclusive basis, reported financial information will not necessarily be
an indication of future operating results or future financial condition.
However, due to the fact that all systems are hired out, the Company does
not expect to incur any direct cost that would materially affect its
financial condition.
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, 1997, $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, 1997 of $102,682 as compared to a net loss of $25,191 for the
year ended December 31, 1996 and net loss of $65,830 for the year
ended December 31, 1995. The Company did not issue any bonds during
these three reporting periods. In 1997, the net loss reported included
an operating loss of $29,913 and an asset impairment charge of $72,769.
In 1995 the Company incurred expenses of $41,978 for offering costs re-
lated 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 5
</PAGE>
<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, 1997 and 1996, and the
related statements of operations, shareholder's equity, and
cash flows for each of the three years in the period ended
December 31, 1997. 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, 1997 and 1996, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
February 27, 1998
Page 6
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Balance Sheets
<CAPTION>
December 31,
---------------------
1997 1996
------ ------
<S> <C> <C>
Assets
Cash and cash equivalents (Note 2) $117,269 $147,076
Deferred offering costs (Note 2) 38,903 111,672
-------- --------
Total assets $156,172 $258,748
======== ========
Liabilities - Accounts payable $ 106 $ -
-------- --------
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 (213,934) (111,252)
--------- ---------
Shareholder's equity - net 156,066 258,748
-------- --------
Total liabilities and
shareholder's equity $156,172 $258,748
======== ========
See notes to financial statements
Page 7
</TABLE>
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
<CAPTION>
Year Ended December 31,
---------------------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Revenue
Interest income $ 4,533 $ 6,053 $ 11,791
Miscellaneous Income - 3,600 -
-------- -------- --------
Total revenue 4,533 9,653 11,791
-------- -------- --------
Expenses
Deferred offering costs - - 41,978
General and administrative 10,446 10,844 11,643
Management fees (Note 5) 24,000 24,000 24,000
Impairment of long-lived
assets (Note 2) 72,769 - -
-------- -------- --------
Total expenses 107,215 34,844 77,621
-------- -------- --------
Net loss $(102,682) $(25,191) $(65,830)
========= ======== ========
See notes to financial statements
Page 8
</TABLE>
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Shareholder's Equity
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
Common Stock Additional Share-
Number of Par Paid-in Accumulated holder's
Shares Value Capital Deficit Equity-Net
--------- ------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance at
January 1,1995 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
Net loss - - - (102,682) (102,682)
------ ------ -------- -------- --------
Balance at
December 31, 1997 1,000 $ 10 $369,990 $(213,934) $156,066
====== ====== ======== ========= ========
See notes to financial statements
Page 9
</TABLE>
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
<CAPTION>
Year Ended December 31,
---------------------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Net cash flows from operating
activities:
Net loss $(102,682) $(25,191) $(65,830)
Adjustments
Impairment of deferred
offering costs 72,769 - 41,978
Changes in assets and liabilities:
Accounts receivable - - 641
Accounts payable 106 (40,094) 39,094
--------- -------- --------
Net cash (used in) provided by
operating activities (29,807) (65,285) 15,883
Cash flows used in investing activities-
Deferred offering costs - - (45,249)
Cash flows used in financing activities-
Shareholder distributions - - (200,000)
--------- -------- ---------
Net decrease in cash and
cash equivalents (29,807) (65,825) (229,366)
Cash and cash equivalents at
beginning of year 147,076 212,361 441,727
-------- -------- ---------
Cash and cash equivalents at
end of year $117,269 $147,076 $212,361
======== ======== ========
See notes to financial statements
</TABLE>
Page 10
</PAGE>
<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 (1) issuing and selling bonds; (2)
investing cash balances on an interim basis in high quality
short-term securities; (3) purchasing, owning, holding, pledging
or selling the Collateral or other mortgage-related assets; and
(4) 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 benefits 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 No. 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 11
</PAGE>
<PAGE>
SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of" 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's deferred offering costs
are considered long-lived assets under this pronouncement. An
evaluation of the Company's deferred offering costs was
performed to determine the fair value as of December 31, 1997.
The determination indicated that the Company's shelf registration
as it currently stands can not be used without some updating. In
order to utilize the registration statement, the Company
anticipates an additional cost of $17,500 must be expended.
After updating costs are paid, the total deferred offering cost
would increase to an excess of $72,769 over currently acceptable
market pass-through costs. Management does anticipate usage of
the remaining shelf by an affiliated company. Therefore, the
Company is charging $72,769 to current year operations.
Effective January 1, 1997 the Company adopted 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 are not 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 allowed for derecognition of the
mortgage collateral and bonds. Because SFAS No. 125 does not
require restatement of previously issued financial statements,
there was no effect on financial position or results of
operations of the Company as a result of adoption of SFAS No.
125.
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 (8.5% at December 31, 1997), is payable on demand and is
subordinate and junior to the Bonds. As of December 31, 1997,
$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.
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 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, 1997.
Page 12
</PAGE>
<PAGE>
On January 1, 1997, FAMC managed the bond administration
services of four separate CMO issuances under management
agreements for the Company. On December 20, 1997, one
of the bond issuances managed by FAMC, FAIC series 1990-1, was
terminated by the optional redemption rights of the residual
certificate holder. Upon termination, FAMC was released from
any further obligations under this specific management agreement
with the Company.
As of December 31, 1997, services under three remaining
management agreements continue to be administered by FAMC for the
Company. The terms of each management agreement provide
for the performance of certain administrative functions under
separate bond indentures related to each of these three remaining
CMO issuances. All annual fees for these services performed by
FAMC are paid by each series' Trustee directly to FAMC.
Note 6. CMO Information
At December 31, 1997 and 1996, the outstanding principal
balance of the Bonds were as follows:
Trust Series 1997 1996
- ----- -------------- ------------- -------------
N/A Series 90-1 $ - $ 52,245,866
N/A Series 91-1 40,214,936 51,858,539
N/A Series 91-2 11,505,594 15,081,074
N/A Series 93-1 26,365,338 32,855,773
Trust I Series 93-2 70,335,977 77,064,373
Trust III Series 93-4 - 201,972,826
Trust IV Series 93-5 15,039,373 16,542,960
Trust IV Series 93-6 31,228,433 37,827,661
------------ ------------
Totals $194,689,651 $485,449,072
============ ============
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Page 13
</PAGE>
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name Position Age
Steven B. Chotin Director, Chairman, Chief Executive 50
Officer and President
Howard J. Glicksman Director, Vice President 52
and Assistant Secretary
M. Garrett Smith Director 36
Helen M. Dickens Director, Vice President, 44
and Secretary
Kenneth S. Birnbaum Vice President 53
Annel Henderson Principal Accounting Officer, 36
and Controller
Steven B. Chotin, 50, 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 was a director of American Southwest Financial Corporation
and of American Southwest Finance Co., Inc. from 1982 to 1994.
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, 52, has been a Director of the Company
since 1995, Vice President since 1993 and Assistant Secretary
since 1989. 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, 36, is currently Executive Vice President
and Chief Financial Officer of Pioneer Natural Resources Company,
a Dallas-based company. Mr. Smith has been associated with
Pioneer's top financial group for eight years, most recently
serving as Senior Vice President - Corporate Acquisitions.
Previously Mr. Smith was a partner with BTC Partners, a financial
consultant to MESA, Inc.
Helen M. Dickens, 44, has been a Director of the Company
since 1995, Vice President and Secretary of the Company since
1989. Ms. Dickens is also Vice President and Chief Operations
Officer of The Chotin Group Corporation, positions she has held
since 1989. Prior to joining The Chotin Group, Ms. Dickens served
as Assistant Corporate Secretary and Assistant to the Chairman of
the Board and President of Uniwest Financial Corp., a non-diversified
savings and loan holding company.
Kenneth S. Birnbaum, 53, 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.
Annel Henderson, 36, has been the Controller of the Company since
1992 and the Principal Accounting Officer since 1995. Mrs.
Henderson has been the Controller of The Chotin Group Corporation
since 1992. Prior to 1992, she was Accounting Manager of
Community Holdings Corporation.
Directors and Executive Officers are elected annually for a
one-year term.
Page 14
</PAGE>
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
As of December 31, 1997, 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. Fiddlers 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 information relating to this Item is incorporated herein
by reference in Item 8, "Financial Statements and Supplementary
Data" under Note 5 "Related Party Transactions."
Page 15
</PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS
ON FORM 8-K
( a ) (1) Financial Statements
- Independent Auditors' Report
- Balance Sheets at December 31, 1997 and 1996
- Statements of Operations for the Years Ended December 31,
1997, 1996 and 1995
- Statements of Shareholder's Equity for the Years Ended
December 31, 1997, 1996 and 1995
- Statements of Cash Flows for the Years Ended December 31,
1997, 1996 and 1995
- Notes to Financial Statements
( 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
Page 16
</PAGE>
<PAGE>
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 27, 1998 By: /s/ Helen M. Dickens
----------------------------
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 indicated on the date above.
/s/Steven B. Chotin Director, Chairman, Chief Executive
----------------- Officer and President March 27, 1998
Steven B. Chotin (Principal Executive Officer)
/s/Helen M. Dickens Director, Vice President and Treasurer
---------------- (Principal Financial Officer) March 27, 1998
Helen M. Dickens
/s/Howard J. Glicksman Director,Vice President and Assistant
------------------- Secretary March 27, 1998
Howard J. Glicksman
/s/M. Garrett Smith Director March 27, 1998
-----------------
M. Garrett Smith
/s/Kenneth S. Birnbaum Vice President March 27, 1998
-------------------
Kenneth S. Birnabaum
/s/Annel Henderson Principal Accounting Officer March 27, 1998
-------------------
Annel Henderson
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.
Page 17
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 117269
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 117269
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 156172
<CURRENT-LIABILITIES> 106
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 156172
<SALES> 0
<TOTAL-REVENUES> 4533
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 107215
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (102682)
<INCOME-TAX> 0
<INCOME-CONTINUING> (102682)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>
Not presented since all shares of common stock are held by a sole
shareholder.
</FN>
</TABLE>
