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, 1999, 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, 1999: $0.00.
The number of shares outstanding of the Registrant's $0.01 par
value common stock, as of March 29, 2000, 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 that 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.
On December 31, 1999, the Company had $141 million of registered and
unissued CMOs remaining on its Registration Statement No. 33-60662. The
Company received several comments from the Securities and Exchange
Commission ("SEC") after filing an amendment on September 22, 1998 to
update its Registration Statement. After reviewing the comments and
assessing the necessary requirements, the Company estimated that it will
cost an additional amount ranging from $50,000 to $100,000 to address
and respond to the comments received. Based on this estimate, on
December 31, 1998, management determined that it was not economically
feasible to follow through with updating the Registration Statement.
Additionally in accordance with SFAS No. 121 "Impairment of Long-Lived
Assets to be Disposed Of," the deferred offering costs remaining and
incurred in 1998 were charged to operations in 1998. The $141 million
registered and unissued securities still remain on the Company's
Registration Statement as of December 31, 1999. The preceding events
have not precipitated deregistration of the remaining unissued
securities since management believes that it may be economically
feasible to finish the update at some point in the future.
Page 2
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<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, 1999.
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,
-----------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenue $ 1,594 $ 4,565 $ 4,533 $ 9,653 $ 11,791
Net loss $(33,151) $(95,023) $(102,682) $(25,191) $(65,830)
Net loss per
share of
common stock $ (1) (1) (1) (1) (1)
Total assets $ 12,892 $ 63,258 $ 156,172 $258,749 $329,033
Shareholder's
equity $ 12,892 $ 61,043 $ 156,066 $258,749 $283,939
(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. 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, 1999,
five series of CMO's remain outstanding. The following list consists of
outstanding series at December 31, 1999 shown with the initial issuance
amounts.
Initial
Trust Series Amount Collateral
----------------------------------------------------------------------------
n/a 1991-1 $350,000,000 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
generally accepted accounting principles ("GAAP"). In general, GAAP
provides that CMO's are presumed to be borrowing transactions and should
be recorded as liabilities in the financial statements of the issuer
unless certain conditions are met. The FAIC Bonds and the FAIT Bonds
meet the exceptions set forth in GAAP 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>
2. The Year 2000 Issue
The Year 2000 problem is the potential for system and processing
failures of date related data arising from the use of two digits by
computer controlled systems, rather than four digits, to define the
applicable year. The Company completed its Year 2000 assessment in 1999
and to date it has not experienced any material Year 2000 difficulties
and does not expect to incur any material costs related to the Year 2000
issue. Additionally, since January 1, 2000, the Company has not
experienced any computer or operational disruptions as a result of Year
2000 problems or otherwise.
3. Liquidity and Capital Resources
Over the next 12 months, the Company expects to fund ongoing
operations as well as any potential upgrades and amendments to its
Registration Statement from cash balances and loans or contributions
from its sole shareholder.
4. Results of Operations
The Company does not have any significant assets other than cash
held for operations. Major operating activity is initiated from the
issuance of CMO's or the preparation in registering CMO's to be issued.
Costs incurred with registering CMO's are capitalized until such time as
the CMO's are issued in an offering or evaluated for impairment.
Net income may fluctuate from period to period based on the use of
the Company's registered and unissued CMO's. The Company generally
charges the issuer of a series of CMO's a flat fee and a proportionate
share of deferred costs associated with its registration statement.
Typically, periods reporting net income are the result of issuance
fees earned by the Company for the use of its shelf registration.
Conversely, in periods reflecting net losses, no issuance fees were
earned and the loss was the result of fixed general and administrative
expenses and impairments, if any.
An evaluation of long-lived assets at December 31, 1998 and
December 31, 1997 resulted in an impairment of the Company's deferred
offering costs. As described in Item 1, the Company charged the
remaining deferred offering costs of $65,271 to operations in 1998.
Deferred offering costs of $72,769 in 1997 were charged to operations
because the costs were determined to be in excess of accepted market
pass-through costs. No impairments were charged to operations in 1999.
The Company reported a net loss for the year ended December 31, 1999 of
$33,151 as compared to a net loss of $95,023 for the year ended December
31, 1998 and net loss of $102,682 for the year ended December 31, 1997.
The Company did not issue any bonds during these three reporting
periods. In 1998, the net loss reported included an operating loss of
$29,752 and an asset impairment charge of $65,271. In 1997, the net
loss reported included an operating loss of $29,913 and an asset
impairment charge of $72,769.
Page 5
</PAGE>
<PAGE>
5. Forward Looking Statements
The statements contained in this Item 7 and Item 7A that are not
historical facts, including, but not limited to, statements that can be
identified by the use of forward-looking terminology such as "may,"
"will," "expect," "anticipate," "estimate" or "continue" or the negative
thereof or other variations thereon or comparable terminology, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve a number of risks and
uncertainties. The actual results of the future events described in
such forward-looking statements could differ materially from those
stated in such forward-looking statements. Among the factors that could
cause actual results to differ materially are: the Y2K preparedness of
the Company's third-party service providers, the market for
mortgage-backed securities, competition, government regulations and
possible future litigation.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
CMO's that are issued either by the Company or a trust formed by the
Company constitute debt obligations of the Company or the applicable
trust and do not represent an ownership interest in the Company or such
trust. As described in Item 7, assets or Collateral securing payments
to Bondholders are not treated as assets and CMO obligations are not
treated as liabilities of the Company.
Disclosures required in this Item 7A are intended to clarify a
registrant's exposures to market risk associated with activities in
derivative financial instruments, other financial instruments, and
derivative commodity instruments. The purpose of this section is to
disclose the material effects on earnings, fair values, and cash flows
that are inherent to potential market risk exposure. Potential market
risk associated with CMO's issued under the Company's registration
statement will not have a material effect on the Company's earnings or
cash flow since the CMO's do not represent an interest in the Company.
In addition, the Company has no public common equity; all common stock
of the Company is held by one shareholder. Therefore, material effects
of potential market risk exposure on CMO's issued from the Company will
not have any significant impact on the Company.
Page 6
</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, 1999 and 1998, and the related
statements of operations, shareholder's equity, and cash flows for each
of the three years in the period ended December 31, 1999. 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 auditing standards generally
accepted in the United States of America. 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, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in the United
States of America.
DELOITTE & TOUCHE LLP
Denver, Colorado
March 10, 2000
Page 7
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Balance Sheets
<CAPTION>
December 31,
---------------------------------
1999 1998
-------- --------
<S> <C> <C>
Assets
Cash and cash equivalents (Note 2) $ 12,892 $ 63,258
-------- --------
Total assets $ 12,892 $ 63,258
======== ========
Liabilities - Accounts payable $ - $ 2,215
-------- --------
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 569,990 569,990
Shareholder distributions (215,000) (200,000)
Accumulated deficit (342,108) (308,957)
-------- --------
Shareholder's equity - net 12,892 61,043
-------- --------
Total liabilities and
shareholder's equity $ 12,892 $ 63,258
======== ========
See notes to financial statements
</TABLE>
Page 8
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Operations
<CAPTION>
Year Ended December 31,
------------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenue
Interest income $ 1,594 $ 4,565 $ 4,533
-------- -------- --------
Total revenue 1,594 4,565 4,533
-------- -------- --------
Expenses
General and administrative 10,745 10,317 10,446
Management fees (Note 4) 24,000 24,000 24,000
Impairment of long-lived
assets (Note 2) - 65,271 72,769
-------- -------- --------
Total expenses 34,745 99,588 107,215
-------- -------- --------
Net loss $(33,151) $(95,023) $(102,682)
======== ======== ========
See notes to financial statements
</TABLE>
Page 9
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Shareholder's Equity
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
Common Stock Addi- Share-
------------------ tional holder
Number of Par Paid-in Distri- Accumulated Shareholder's
Shares Value Capital butions (Deficit) Equity-Net
--------- ------ --------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance at
January 1,
1997 1,000 $ 10 $569,990 $(200,000) $(111,252) $ 258,748
Net
loss - - - - (102,682) (102,682)
-------- ----- -------- --------- --------- ---------
Balance at
December 31,
1997 1,000 10 569,990 (200,000) (213,934) 156,066
Net
loss - - - - (95,023) (95,023)
-------- ----- -------- --------- --------- ---------
Balance at
December 31,
1998 1,000 10 569,990 (200,000) (308,957) 61,043
Shareholder
distri-
butions - - - (15,000) - (15,000)
Net
loss - - - - (33,151) (33,151)
------- ----- -------- --------- --------- ---------
Balance at
December 31,
1999 1,000 $ 10 $569,990 $(215,000) $(342,108) $ 12,892
======= ==== ======== ========= ========= =========
See notes to financial statements
</TABLE>
Page 10
</PAGE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION
Statements of Cash Flows
<CAPTION>
Year Ended December 31,
---------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Net cash flows from
operating activities:
Net loss $(33,151) $(95,023) $(102,682)
Adjustments:
Impairment of deferred
offering costs - 65,271 72,769
Changes in assets
and liabilities:
Accounts payable (2,215) 2,109 106
-------- -------- ---------
Net cash used in
operating activities (35,366) (27,643) (29,807)
Cash flows used in
investing activities:
Deferred offering costs - (26,368) -
Cash flows used in
financing activities:
Shareholder distributions (15,000) - -
-------- -------- ---------
Net decrease in
cash and cash equivalents (50,366) (54,011) (29,807)
Cash and cash equivalents
at beginning of year 63,258 117,269 147,076
-------- -------- ---------
Cash and cash equivalents
at end of year $ 12,892 $ 63,258 $117,269
======== ======== ========
Supplemental cash flow information:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
See notes to financial statements
</TABLE>
Page 11
</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 loss per share is not presented, since 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.
Page 12
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<PAGE>
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.
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. The fair value of the
Company's deferred offering costs remained at zero for 1999 since no
additional deferred offering costs were incurred during the year, and
the fair value of all previous deferred offering costs were determined
to be zero in 1998. Deferred offering costs of $65,271 and $72,769
were charged to operations for the years ended December 31, 1998 and
December 31, 1997, respectively.
SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133) was issued by the Financial Accounting
Standards Board in June 1998. SFAS No. 133 establishes accounting and
reporting standards requiring that all derivative instruments be
recorded in the balance sheet as either an asset or liability measured
at fair value. SFAS No. 133 requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge
accounting criteria are met. The accounting provisions for qualifying
hedges allow gains and losses recognized related to a hedged item in the
income statement to be offset by the related derivative's gains and
losses, and requires the Company to formally document, designate, and
assess the effectiveness of transactions that qualify for hedge
accounting. During 1999, the implementation of SFAS No. 133 was
deferred until January 1, 2001 by the issuance of SFAS No 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133." Preliminarily, the
Company does not expect SFAS No. 133 to have an impact on its financial
statements.
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. 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 parties.
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, 1999. This agreement
has been 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, 1999. This agreement was subsequently terminated on
January 1, 2000.
Page 13
</PAGE>
<PAGE>
As of December 31, 1999, services under two 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 two remaining CMO issuances. All annual fees for these
services performed by FAMC are paid by each series' Trustee directly to
FAMC.
Note 5. CMO Information
At December 31, 1999 and 1998, the outstanding principal balance
of the Bonds was as follows:
Trust Series 1999 1998
----------------------------------------------------------------------------
N/A Series 91-1 $18,597,083 $ 26,992,447
N/A Series 91-2 - 7,777,836
N/A Series 93-1 5,780,074 17,135,253
Trust I Series 93-2 45,751,938 56,499,262
Trust IV Series 93-5 10,026,650 12,360,073
Trust IV Series 93-6 18,843,875 23,939,323
----------- ------------
Totals $98,999,620 $144,704,194
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Page 14
</PAGE>
<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 52
Howard J. Glicksman Director, Vice President and Assistant
Secretary 54
M. Garrett Smith Director 38
Helen M. Dickens Director, Vice President,
and Secretary 46
Annel Henderson Principal Accounting Officer,
and Controller 38
Matthew T. Kennedy Assistant Secretary 24
Steven B. Chotin, 52, 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, 54, 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, 38, joined Stonebridge Technologies, based in
Dallas, in 1999 as its Chief Financial Officer. Previously, Mr. Smith
was Executive Vice President and Chief Financial Officer of Pioneer
Natural Resources Company. He also served as a Senior Vice President of
Corporate Acquisitions at Pioneer. Prior to joining Pioneer, Mr. Smith
was a partner with BTC Partners, a financial consultant to MESA, Inc.
Helen M. Dickens, 46, 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 Corporation, 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.
Annel Henderson, 38, 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.
Matthew T. Kennedy, 24, has been the Assistant Secretary of the
Company since 1999. Mr. Kennedy joined The Chotin Group Corporation in
1999 as a financial analyst. In 1998 Mr. Kennedy received a Bachelor of
Science degree from Miami University with a Major in Economics and a
Minor in Information Systems.
Directors and Executive Officers are elected annually for a
one-year term.
Page 15
</PAGE>
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
As of December 31, 1999, 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
Title Beneficial Percent 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 information relating to this Item is incorporated herein by
reference to Item 8, "Financial Statements and Supplementary Data" under
Note 4 "Related Party Transactions."
Page 16
</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, 1999 and 1998
- Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997
- Statements of Shareholder's Equity for the Years
Ended December 31, 1999, 1998 and 1997
- Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997
- 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 17
</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 29, 2000 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 March 29, 2000
----------------- Officer and President
Steven B. Chotin (Principal Executive Officer)
/s/ Helen M. Dickens Director, Vice President and
----------------- Treasurer (Principal Financial
Helen M. Dickens Officer) March 29, 2000
/s/ Howard J. Glicksman Director, Vice President and March 29, 2000
------------------- Assistant Secretary
Howard J. Glicksman
/s/ M. Garrett Smith Director March 29, 2000
-------------------
M. Garrett Smith
/s/ Annel Henderson Principal Accounting Officer March 29, 2000
-------------------
Annel Henderson
/s/ Matthew T. Kennedy Assistant Secretary March 29, 2000
-------------------
Matthew T. Kennedy
Page 18
</PAGE>
<PAGE>
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 19
</PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 12,892
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,892
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,892
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 12,892
<SALES> 0
<TOTAL-REVENUES> 1,594
<CGS> 0
<TOTAL-COSTS> 34,745
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (33,121)
<INCOME-TAX> 0
<INCOME-CONTINUING> (33,121)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33,151)
<EPS-BASIC> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1>
Not presented since all shares of common stock are held by a sole
shareholder.
</FN>
</TABLE>
