SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1997
Commission file numbers 33-21775, 33-25070 and 33-33261
PREMIER ACCEPTANCE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 41-1615279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Piper Jaffray Tower, 222 South 9th Street, Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-342-6000
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X 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 the 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]
1,000 shares of common stock were outstanding as of September 30, 1997, and were
wholly owned by Piper Jaffray Companies Inc.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) and
(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
TABLE OF CONTENTS
Page
Number
PART I.
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
PART II.
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 8. Financial Statements and Supplementary Data 5
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure 14
PART III.
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners
and Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV.
Item 14. Exhibits, Financial Statements, Schedules, and
Reports on Form 8-K 15
SIGNATURES 18
INDEX TO EXHIBITS 19
<PAGE>
PART I.
Item 1. Business
Premier Acceptance Corporation (the "Company"), is a wholly owned subsidiary
of Piper Jaffray Companies Inc. (the "Parent"). The Company's Certificate of
Incorporation limits the business activities in which it may engage to
activities in connection with or related to the issuance of mortgage-backed
bonds, as described below.
The Company's activities include the issuance and sale of securities
collateralized by certain mortgage related investments (certificates),
directly or through trusts formed by the Company, and the investment of the
proceeds in such certificates. The Company or such trusts purchase the
certificates prior to or simultaneously with the issuance of the
mortgage-backed bonds.
The Company has filed shelf Registration Statements under the Securities Act
of 1933 (the "Act") with the Securities and Exchange Commission, pursuant to
which $900,000,000 in aggregate principal amount of the Company's
mortgage-backed bonds were registered under the Act. At September 30, 1997,
the Company has issued 34 series of bonds with an aggregate original
principal amount of $529,950,000.
On December 15, 1997, the Company's Parent announced a definitive agreement
to merge with U.S. Bancorp. The $730 million cash transaction, $37.25 per
share, is expected to close in the second calendar quarter of 1998, subject
to regulatory and shareholder approval.
Item 2. Properties
The Company has no physical properties.
Item 3. Legal Proceedings
The Company is not party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
Omitted pursuant to General Instruction J of Form 10-K.
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
As of September 30, 1997, all outstanding shares of the Company's common
stock are owned directly by the Parent and are not traded on any stock
exchange or in any over-the-counter market.
Item 6. Selected Financial Data
Omitted pursuant to General Instruction J of Form 10-K.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Omitted pursuant to General Instruction J of Form 10-K.
Management's Analysis (pursuant to General Instruction J of Form 10-K)
Resources and Liquidity
The Company's source of funds with respect to the mortgage-backed bonds is
the receipt of payments of principal and interest, including prepayments, on
the mortgage-backed collateral certificates securing the bonds, together with
the reinvestment income thereon. The Company expects that, at all times, the
aggregate future receipts of principal and interest on the certificates,
together with reinvestment income thereon, will exceed the aggregate of
future amounts due as payments of principal and interest on the
mortgage-backed bonds, as well as payments of other liabilities.
The deferred bond issuance costs and original issue discounts on the
collateral are amortized as bonds are redeemed.
Results of Operations
The Company's interest income and interest expense are directly related to
the issuance and sale of mortgage-backed bonds. The bonds have stated
maturities through 2025 and stated interest rates between 8% and 8.15%. The
actual maturities may be shortened by prepayments on the collateral. During
fiscal 1995 the Company issued three series of mortgage-backed bonds with
aggregate original principal of $54,400,000.
The Company recorded net interest expense of $38,581, $68,021 and $100,980
for fiscal years 1997, 1996 and 1995, respectively. The Company recorded net
interest expense in fiscal years 1997 and 1996 resulting from additional
expense related to the fiscal 1995 sale of residual interests in one series
of mortgage-backed bonds. The Company anticipates that it will incur
additional interest expense in future years relating to the sale of such
residual interests. The Company incurred net interest expense in fiscal 1995
due primarily to the liquidation of collateral related to called bonds,
occurring prior to the date the bonds were actually called.
The Company called mortgage-backed bonds with aggregate principal balances of
$1,481,000, during fiscal year 1995 and liquidated the corresponding
collateral, resulting in a pre-tax net gain of $51,014. The Company sold, to
a third party, the residual interests on one series of mortgage-backed bonds
during fiscal 1995, which resulted in a pre-tax net gain of $205,632. See
Note 3 of the financial statements.
Excluding a $101,463 management fee and a $6,000 commission paid to Piper
Jaffray Inc. (Piper Jaffray) during fiscal 1995 relating to the sale of
Series 27 residual interests, general and administrative expenses were
approximately $62,000, $52,000 and $42,000 for fiscal years 1997, 1996 and
1995, respectively.
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report 6
Statements of Financial Condition 7
Statements of Operations 8
Statements of Stockholder's Equity 9
Statements of Cash Flows 10
Notes to Financial Statements 11
All schedules are omitted because they are not required, are
inapplicable, or the information is included in the financial
statements or notes thereto.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Premier Acceptance Corporation
Minneapolis, Minnesota
We have audited the accompanying statements of financial condition of Premier
Acceptance Corporation (a wholly owned subsidiary of Piper Jaffray Companies
Inc.) as of September 30, 1997 and 1996, and the related statements of
operations, stockholder's equity and cash flows for each of the three years in
the period ended September 30, 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Premier Acceptance Corporation
as of September 30, 1997 and 1996, and the results of its operations and cash
flows for each of the three years in the period ended September 30, 1997, in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
November 5, 1997
(December 15, 1997 as to Note 7)
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
STATEMENTS OF FINANCIAL CONDITION
September 30, September 30,
ASSETS 1997 1996
--------------- ---------------
Cash $ 771,448 $ 591,051
Interest receivable 271,887 306,333
Investments available for sale, carried
at market value 42,100,057 46,287,924
Receivable from Parent 3,004 21,693
Unamortized bond issuance costs 1,547,387 1,725,034
--------------- ---------------
$ 44,693,783 $ 48,932,035
=============== ===============
LIABILITIES AND STOCKHOLDER'S EQUITY
Mortgage-backed bonds payable $ 40,240,000 $ 45,333,000
Interest payable on bonds 550,313 610,378
Bond redemption payable 469,000 271,000
Deferred tax liabilities 1,268,162 972,611
Other liabilities 1,357 -
--------------- ---------------
42,528,832 47,186,989
Stockholder's equity:
Common stock, $1 par value, 1,000 shares
authorized, issued and outstanding 1,000 1,000
Additional paid-in capital 35,000 35,000
Net unrealized holding gains on investment
securities available for sale 1,962,793 1,525,917
Retained earnings 166,158 183,129
--------------- ---------------
2,164,951 1,745,046
--------------- ---------------
$ 44,693,783 $ 48,932,035
=============== ===============
See accompanying notes to financial statements.
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
STATEMENTS OF OPERATIONS
Year Ended September 30,
--------------------------------------------
1997 1996 1995
------------- ------------- --------------
REVENUE:
Interest income $ 3,489,513 $ 3,993,663 $ 3,411,506
Interest expense 3,528,094 4,061,684 3,512,486
------------- ------------- --------------
Net interest expense (38,581) (68,021) (100,980)
Net gain on accretion of discount
on investments 250,896 393,950 68,285
Gain on sale of residual interest - - 205,632
Net gain related to bond call - - 51,014
------------- ------------- --------------
Net revenue 212,315 325,929 223,951
EXPENSE:
Amortization of bond issuance
costs on redemptions 177,648 299,262 20,160
General and administrative costs 61,605 52,273 149,283
------------- ------------- --------------
Total expense 239,253 351,535 169,443
------------- ------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES (26,938) (25,606) 54,508
INCOME TAX (BENEFIT) (9,967) (9,986) 21,258
============= ============= ==============
NET INCOME (LOSS) $ (16,971) $ (15,620) $ 33,250
============= ============= ==============
See accompanying notes to financial statements.
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
STATEMENTS OF STOCKHOLDER'S EQUITY
Net
Additional Unrealized Total
Common Paid-in Retained Holding Stockholder's
Stock Capital Earnings Gains Equity
------ ---------- ---------- ---------- -------------
September 30, 1994 $1,000 $ 35,000 $3,488,549 $ - $ 3,524,549
Change in net unrealized
holding gains on
investment securities
available for sale - - - 2,293,501 2,293,501
Dividend - - (3,323,050) - (3,323,050)
Net income - - 33,250 - 33,250
------ ---------- ---------- ---------- -------------
September 30, 1995 1,000 35,000 198,749 2,293,501 2,528,250
Change in net unrealized
holding gains on
investment securities
available for sale - - - (767,584) (767,584)
Net loss - - (15,620) - (15,620)
------ ---------- ---------- ---------- -------------
September 30, 1996 1,000 35,000 183,129 1,525,917 1,745,046
Change in net unrealized
holding gains on
investment securities
available for sale - - - 436,876 436,876
Net loss - - (16,971) - (16,971)
------ ---------- ---------- ---------- -------------
September 30, 1997 1,000 $ 35,000 $ 166,158 $1,962,793 $ 2,164,951
====== ========== ========== ========== =============
See accompanying notes to financial statements.
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
STATEMENTS OF CASH FLOWS
Year Ended September 30,
---------------------------------------
1997 1996 1995
------------ ------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ (16,971) (15,620) $ 33,250
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Amortization of bond issuance costs 177,648 299,262 20,160
Deferred income taxes 4,300 (38,774) 44,700
Recognition of discount on investments 250,896 393,950 67,261
Change in:
Interest receivable 34,446 54,610 (347,543)
Interest payable on bonds (60,065) (119,232) 703,097
Bond redemptions payable 198,000 102,000 167,756
Receivable from parent 18,689 40,794 3,265,854
Other 1,356 (1,802) 1,684
------------ ------------ ------------
Net cash provided by 608,299 715,188 3,956,219
operating activities
FINANCING ACTIVITIES:
Issuance of mortgage-backed bonds - - 54,400,000
Purchase of investments pursuant to
mortgage-backed bonds - - (52,827,183)
Bond issuance costs incurred - - (1,875,654)
Mortgage-backed bonds called - - (1,481,022)
Redemption of mortgage-backed bonds (5,093,000) (8,575,000) (611,894)
Sale of investments and funds
pursuant to mortgage-backed - - 1,473,266
Principal redemption on investments
pursuant to mortgage-backed bonds 4,665,098 7,403,624 1,319,795
Dividend payment to parent - - (3,323,050)
------------ ------------ ------------
Net cash used in financing activities (427,902) (1,171,376) (2,925,742)
------------ ------------ ------------
INCREASE (DECREASE) IN CASH 180,397 (456,188) 1,030,477
CASH AT BEGINNING OF PERIOD 591,051 1,047,239 16,762
------------ ------------ ------------
CASH AT END OF PERIOD $ 771,448 $ 591,051 $1,047,239
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
NOTES TO FINANCIAL STATEMENTS
Years ended September 30, 1997, 1996 and 1995
1. ORGANIZATION AND BUSINESS ACTIVITY
The Company is a wholly owned subsidiary of Piper Jaffray Companies Inc. (the
"Parent"). The Company's Certificate of Incorporation limits the business
activities in which it may engage to activities in connection with or related to
the issuance of mortgage-backed bonds, as described in Note 3.
The Company's activities include the issuance and sale of securities
collateralized by certain mortgage related investments (certificates), directly
or through trusts formed by the Company, and the investment of the proceeds in
such certificates. The Company or such trusts purchase the certificates prior to
or simultaneously with the issuance of the mortgage-backed bonds.
The Company has filed Registration Statements under the Securities Act of 1933
(the Act) with the Securities and Exchange Commission, pursuant to which
$900,000,000 in aggregate principal amount of the Company's mortgage-backed
bonds were registered under the Act. At September 30, 1997, the Company has
issued thirty-four series of bonds with an aggregate original principal amount
of $529,950,000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities during fiscal
1995. Investments pursuant to mortgage-backed securities are classified as
available for sale, and are carried at market value based upon quoted market
prices with a cost of $38,828,738 and $43,744,731 at September 30, 1997 and
1996, respectively.
The Company's collateral for outstanding mortgage-backed bonds is classified as
available for sale, and such securities are not salable before the bonds are
callable, at some future date. In addition, the market value of GNMA and FNMA
securities fluctuate significantly as interest rates change; therefore, the
market value of such securities as of the future redemption dates may vary
significantly from the current date, and the realization of any unrealized gain
is not assured. When the market is such that the value of the securities is less
than the amortized cost, the Company has the expectation that such securities
would be held to maturity as collateral for the related mortgage-backed bonds,
and the Company would not realize any unrealized losses. Thus, no tax benefit
would be recognized for unrealized losses for the Company's investment in
available for sale securities. The Company does recognize deferred tax
liabilities resulting from unrealized gains on available for sale securities.
Unamortized bond issuance costs consist of underwriting and other expenses of
issuance and distribution. Such costs are amortized as bonds are redeemed.
Cash includes monthly principal and interest payments from investments pursuant
to mortgage-backed bonds, plus any reinvestment income thereon, which are used
to pay interest and redeem mortgage-backed bonds during the month following
receipt.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, disclosures of contingent
assets and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities. This statement does not have a material effect on the Company's
financial statements.
3. MORTGAGE-BACKED BONDS
The Company periodically issues mortgage-backed bonds (the "bonds") which are
collateralized by GNMA or FNMA certificates and guaranteed as to payment of
principal and interest by the Government National Mortgage Association or the
Federal National Mortgage Association. The bonds are obligations solely of the
Company and bondholders' only recourse is to the underlying series' collateral.
The collateral, which has been purchased with the issuance proceeds, is held by
a trustee and is carried at market value under SFAS No. 115, as discussed in
Note 2. Principal and interest payments on the collateral are used to meet the
debt service of the respective bonds.
During fiscal 1995, the Company issued three series of mortgage-backed bonds
with an aggregate original principal amount of $54,400,000. The bonds have
stated maturities through 2025 and stated interest rates between 8% and 8.15%.
The actual maturities may be shortened by prepayments on the collateral.
The Company exercised call provisions on mortgage-backed bonds aggregating
$1,481,000, during fiscal year 1995 and liquidated the corresponding collateral,
resulting in a pre-tax net gain of $51,014. Additionally, the Company sold, to a
third party, the residual interests on one series of mortgage-backed bonds
during fiscal 1995, which resulted in a pre-tax net gain of $205,632.
The issuance of six series of bonds with an aggregate original principal amount
of $176,145,000 and the related purchase of collateral certificates has been
accounted for financial reporting purposes as a sale. Accordingly, the assets,
liabilities, interest income, and interest expense relating to these series do
not appear on the financial statements of the Company. At September 30, 1997 and
1996, the aggregate amount outstanding was approximately $17,485,930 and
$22,293,000, respectively.
4. INCOME TAXES
The Company files a consolidated federal income tax return and unitary state tax
returns with its Parent and affiliates. Payments are made to the Parent each
month for federal and state income taxes computed on pre-tax book income using
the consolidated effective tax rate. Deferred income taxes are recorded based
upon differences between the financial statement and tax basis of assets and
liabilities. Adjustments to deferred tax assets and liabilities are periodically
settled with the Parent.
As of September 30, 1997 and 1996, the Company's deferred tax liability included
$1,308,527 and $1,017,276, respectively in deferred tax liabilities related to
the unrealized holding gains on investment securities available for sale. The
liabilities offset deferred tax assets of $40,365 and $44,665 for fiscal 1997
and 1996, respectively, resulting from income recognition differences for
residual interests.
5. RELATED PARTY TRANSACTIONS
The Company maintains an agreement with the Parent, stating that Premier may
advance excess cash to the Parent for a specified period of time and the Parent
shall pay interest to Premier at the stated rate of one-half of one percent over
the broker call rate. At September 30, 1997 and 1996, $3,004 and $21,693,
respectively, was receivable from the Parent.
During fiscal 1995, the Company entered into a borrowing arrangement with the
Parent pursuant to the issuance of three series of mortgage-backed bonds. The
borrowing was in the form of a note payable from Premier to the Parent, bearing
interest at one-half of one percent over the broker call rate. The note was paid
in full at September 30, 1995. The Company paid $13,332 in interest expense to
the Parent through September 30, 1995.
The Company is charged for certain expenses by the Parent based on specifically
identified cost allocations. In addition, the Company's Parent provides the
Company with accounting and administrative services, including services of
officers. For fiscal years ended 1997, 1996 and 1995, the Company was charged
$21,000, $20,000, and $19,000, respectively for such services. These charges are
subject to periodic reevaluation based upon the number of mortgage-backed bond
series' outstanding and the nature of services provided. The Company's costs are
not necessarily indicative of the costs that would have been incurred had the
Company operated independently.
During fiscal 1995, the Company paid a management fee of $101,463 and brokerage
commissions of $6,000 to its affiliate, Piper Jaffray Inc. (Piper Jaffray), for
services relating to the sale, to a non-affiliated third party, of residual
interests on one series of mortgage-backed bonds. No bonds were issued or called
in fiscal years 1997 or fiscal 1996. These fees and commissions were included in
general and administrative expenses in the Statement of Operations.
In connection with the issuance of mortgage-backed bonds, Piper Jaffray, acting
as underwriter, received underwriting discounts of $468,337 for the year ended
September 30, 1995. These costs are capitalized on the Company's statement of
financial condition as unamortized bond issuance costs.
6. SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
The Company paid $3,588,159, $4,180,916 and $2,809,389 of interest expense for
fiscal years 1997, 1996 and 1995, respectively.
The Company paid $14,267 and $50,597 of income taxes to the Parent for fiscal
years 1997 and 1995, respectively. During fiscal 1996, the Company received a
$29,344 refund from the Parent for tax benefits.
7. SUBSEQUENT EVENT
On December 15, 1997, the Company's Parent announced a definitive agreement to
merge with U.S. Bancorp. The $730 million cash transaction, $37.25 per
share, is expected to close in the second calendar quarter of 1998, subject
to regulatory and shareholder approval.
On December 29, 1997 the Company plans to redeem the Series 1990-II Bonds.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principle or practice or financial disclosure.
PART III.
Item 10. Directors and Executive Officers of the Registrant
Omitted pursuant to General Instruction J of Form 10-K.
Item 11. Executive Compensation
Omitted pursuant to General Instruction J of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted pursuant to General Instruction J of Form 10-K.
Item 13. Certain Relationships and Related Transactions
Omitted pursuant to General Instruction J of Form 10-K.
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a)(1) Financial Statements.
The following financial statements are included in Part II, Item 8:
Independent Auditors' Report
Statements of Financial Condition
Statements of Operations
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Financial Statements
(a)(2) Financial Statement Schedules.
All schedules have been omitted because they are either inapplicable
or the required information is included in the financial statements
or notes thereto.
(a)(3) Exhibits.
3.1 Certificate of Incorporation (incorporated by reference to Exhibit
3(a) to Form S-11 filed May 11, 1988).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to
Form S-11 filed May 11, 1988).
3.3 Certificate of Amendment to Certificate of Incorporation
(incorporated by reference to Exhibit 3(c) to Amendment No. 1 to Form
S-11 filed June 6, 1988).
4.1 Indenture dated as of November 23, 1988 between Premier Acceptance
Corporation, as Issuer, and First Bank National Association, as
Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated
November 23, 1988).
4.2 Series Supplement dated as of June 29, 1989 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer,
and First Bank National Association, as Trustee, relating to the
Series 1989-B Bonds (incorporated by reference to Exhibit
4.2 to Form 8-K dated June 27, 1989).
4.3 Series Supplement dated as of August 30, 1989 to Indenture dated as
of November 23, 1988 between Premier Acceptance Corporation, as
Issuer, and First Bank National Association, as Trustee, relating to
the Series 1989-C Bonds (incorporated by reference to Exhibit 4.1 to
Form 8-K dated August 30, 1989).
<PAGE>
Item 14. (Continued)
(a)(3) Exhibits.
4.4 Series Supplement dated as of November 29, 1989 to Indenture dated as
of November 23, 1988 between Premier Acceptance Corporation, as
Issuer, and First Bank National Association, as Trustee, relating to
the Series 1989-D Bonds (incorporated by reference to Exhibit 4.1 to
Form 8-K dated November 29, 1989).
4.5 Series Supplement dated as of December 19, 1989 to Indenture dated as
of November 23, 1988 between Premier Acceptance Corporation, as
Issuer, and First Bank National Association, as Trustee, relating to
the Series 1989-E Bonds (incorporated by reference to Exhibit 4.1 to
Form 8-K dated December 19, 1989).
4.6 Supplemental Indenture dated as of December 21, 1989 to Indenture
dated as of November 23, 1988 between Premier Acceptance Corporation,
as Issuer, and First Bank National Association, as Trustee, relating
to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.2
to Form 8-K dated December 19, 1989).
4.7 Supplemental Indenture dated as of December 28, 1989 to Indenture
dated as of November 23, 1988 between Premier Acceptance Corporation,
as Issuer, and First Bank National Association, as Trustee, relating
to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.3
to Form 8-K dated December 19, 1989).
4.8 Series Supplement dated as of March 27, 1990 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer,
and First Bank National Association, as Trustee, relating to the
Series 1990-I Bonds (incorporated by reference to Exhibit
4.1 to Form 8-K dated March 27, 1990).
4.9 Series Supplement dated as of September 27, 1990 to Indenture dated
as of November 23, 1988 between Premier Acceptance Corporation, as
Issuer, and First Bank National Association, as Trustee, relating to
the Series 1990-II Bonds (incorporated by reference to Exhibit 4.2 to
Form 8-K dated September 26, 1990).
4.10 The resignation of First Trust National Association as trustee for
the Company's Mortgage-Backed Bonds, Series 1 through 5 and the
resignation of First Bank National Association as trustee for the
Company's Mortgage-Backed Bonds, Series 6 through 25, Series 1989-A
through 1989-E and Series 1990-I and Series 1990-II. Norwest Bank
Minnesota, National Association was appointed successor trustee to
both First Trust National Association and First Bank National
Association under the indentures pursuant to which such bonds have
been issued (incorporated by reference to Item 5 in Form 8-K dated
June 28, 1991).
<PAGE>
Item 14. (Continued)
(a)(3) Exhibits.
4.11 Amendment and Series Supplement dated as of October 31, 1991 to
Indenture as of November 23, 1988 between Premier Acceptance
Corporation, as Issuer, and Norwest Bank Minnesota, National
Association, as Trustee, relating to Series 1989-E Bonds
(incorporated by reference to Exhibit 4.65 in Form 10-K dated
September 27, 1991).
4.12 Amendment and Series Supplement dated as of October 31, 1991 to
Indenture as of November 23, 1988 between Premier Acceptance
Corporation, as Issuer, and Norwest Bank Minnesota, National
Association, as Trustee, relating to Series 1990-II Bonds
(incorporated by reference to Exhibit 4.66 in Form 10-K dated
September 27, 1991).
4.13 Series Supplement dated November 23, 1994 to Indenture dated November
23, 1988 between Premier Acceptance Corporation, as issuer, and
Norwest Bank Minnesota, National Association, as trustee, relating to
Series 26 (incorporated by reference to Exhibit 4.2 to Form 8-K dated
November 23, 1994).
4.14 Series Supplement dated December 23, 1994 to Indenture dated November
23, 1988 between Premier Acceptance Corporation, as issuer, and
Norwest Bank Minnesota, National Association, as trustee, relating to
Series 27 (incorporated by reference to Exhibit 4.1 to Form 8-K dated
December 23, 1994).
4.15 Series Supplement dated February 23, 1995 to Indenture dated November
23, 1988 between Premier Acceptance Corporation, as issuer, and
Norwest Bank Minnesota, National Association, as trustee, relating to
Series 28 (incorporated by reference to Exhibit 4.1 to Form 8-K dated
February 23, 1995).
4.16 Revolving Credit Agreement between Piper Jaffray Companies Inc.,
as borrower, and Premier Acceptance Corporation, as lender, dated
September 1, 1995.
23 Consent of Deloitte & Touche LLP, Independent Auditors.
27 Financial Data Schedule.
(b) Reports on Form 8-K - None.
(c) Exhibits filed as part of this report are included in Item 14 (a)(3)
above.
(d) Financial Statement Schedules required by Regulation S-X are included
in Part II, Item 8 above.
<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.
PREMIER ACCEPTANCE CORPORATION
(Registrant)
By:
/s/Brian Ranallo
BRIAN J. RANALLO
President and Director
/s/Deborah K. Roesler
DEBORAH K. ROESLER
Treasurer (Principal Financial and
Accounting Officer) and Director
Dated: December 19, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the date
indicated:
/s/Frank Fairman Director /s/David B. Holden Director
FRANCIS E. FAIRMAN, IV DAVID B. HOLDEN
/s/Mark A. Lindgren Director /s/Thomas Stanberry Director
MARK A. LINDGREN THOMAS E. STANBERRY
Director /s/Brad Zilka Director
CHARLES NEERLAND BRADLEY F. ZILKA
Dated: December 19, 1997
<PAGE>
PREMIER ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
INDEX TO EXHIBITS
Exhibit Description of Exhibit Form of Filing
3.1Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to
Form S-11 filed May 11, 1988).
3.2By-laws of the Company (incorporated by reference to Exhibit 3(b) to Form
S-11 filed May 11, 1988).
3.3Certificate of Amendment to Certificate of Incorporation (incorporated by
reference to Exhibit 3(c) to Amendment to Form S-11 filed June 6, 1988).
4.1Indenture dated as of November 23, 1988 between Premier Acceptance
Corporation, as Issuer, and First Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to Form 8-K dated November 23,
1988).
4.2Series Supplement dated as of June 29, 1989 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1989-B
Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated June 27,
1989).
4.3Series Supplement dated as of August 30, 1989 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1989-C
Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated August 30,
1989).
4.4Series Supplement dated as of November 29, 1989 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1989-D
Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated November
29, 1989).
4.5Series Supplement dated as of December 19, 1989 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1989-E
Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated December
19, 1989).
4.6Supplemental Indenture dated as of December 21, 1989 to Indenture dated as
of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1989-E
Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated December
19, 1989).
4.7Supplemental Indenture dated as of December 28, 1989 to Indenture dated as
of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1989-E
Bonds (incorporated by reference to Exhibit 4.3 to Form 8-K dated December
19, 1989).
4.8Series Supplement dated as of March 27, 1990 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1990-I
Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated March 27,
1990).
4.9Series Supplement dated as of September 27, 1990 to Indenture dated as of
November 23, 1988 between Premier Acceptance Corporation, as Issuer, and
First Bank National Association, as Trustee, relating to the Series 1990-II
Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated September
26, 1990).
4.10 The resignation of First Trust National Association as trustee for the
Company's Mortgage-Backed Bonds, Series 1 through 5 and the resignation of
First Bank National Association as trustee for the Company's Mortgage-Backed
Bonds, Series 6 through 25, Series 1989-A through 1989-E and Series 1990-I
and Series 1990-II. Norwest Bank Minnesota, National Association was
appointed successor trustee to both First Trust National Association and
First Bank National Association under the indentures pursuant to which such
bonds have been issued (incorporated by reference to Item 5. in Form 8-K
dated June 28, 1991).
4.11 Amendment and Series Supplement dated as of October 31, 1991 to Indenture
as of November 23, 1988 between Premier Acceptance Corporation, as Issuer,
and Norwest Bank Minnesota, National Association, as Trustee, relating to
Series 1989-E Bonds (incorporated by reference to Exhibit 4.65 in Form 10-K
dated September 27, 1991).
4.12 Amendment and Series Supplement dated as of October 31, 1991 to Indenture
as of November 23, 1988 between Premier Acceptance Corporation, as Issuer,
and Norwest Bank Minnesota, National Association, as Trustee, relating to
Series 1990-II Bonds (incorporated by reference to Exhibit 4.66 in Form 10-K
dated September 27, 1991).
4.13 Series Supplement dated November 23, 1994 to Indenture dated November 23,
1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank
Minnesota, National Association, as trustee, relating to Series 26
(incorporated by reference to Exhibit 4.2 to Form 8-K dated November 23,
1994).
4.14 Series Supplement dated December 23, 1994 to Indenture dated November 23,
1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank
Minnesota, National Association, as trustee, relating to Series 27
(incorporated by reference to Exhibit 4.1 to Form 8-K dated December 23,
1994).
4.15 Series Supplement dated February 23, 1995 to Indenture dated November 23,
1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank
Minnesota, National Association, as trustee, relating to Series 28
(incorporated by reference to Exhibit 4.1 to Form 8-K dated February 23,
1995).
4.16 Revolving Credit Agreement between Piper Jaffray Companies
Inc., as borrower, and Premier Acceptance Corporation, as lender,
dated September 1, 1995.
23 Consent of Deloitte & Touche llp, Independent Auditors. electronic
transmission
27 Financial Data Schedule. electronic
transmission
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-33261 on Form S-3 of our report dated November 5, 1997 (December 15, 1997 as
to Note 7), appearing in this Annual Report on Form 10-K of Premier Acceptance
Corporation for the year ended September 30, 1997.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
December 19, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF PREMIER ACCEPTANCE CORPORATION AS OF AND FOR
THE PERIODS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 771,448
<SECURITIES> 42,100,057
<RECEIVABLES> 274,891
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 44,693,783
<CURRENT-LIABILITIES> 1,019,313
<BONDS> 40,240,000
0
0
<COMMON> 1,000
<OTHER-SE> 1,935,157
<TOTAL-LIABILITY-AND-EQUITY> 44,693,783
<SALES> 0 <F2>
<TOTAL-REVENUES> 3,740,409
<CGS> 0 <F3>
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 239,253
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,528,094
<INCOME-PRETAX> (26,938)
<INCOME-TAX> (9,967)
<INCOME-CONTINUING> (16,971)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,971)
<EPS-PRIMARY> 0 <F4>
<EPS-DILUTED> 0 <F4>
<FN>
<F1> NOT APPLICABLE - COMPANY DOES NOT HAVE A CLASSIFIED BALANCE SHEET
<F2> REVENUES CONSIST OF INTEREST INCOME ONLY
<F3> NOT APPLICABLE - THE COMPANY HAS NO SALES, ONLY INTEREST INCOME AS REVENUE
<F4> NOT APPLICABLE - THE COMPANY DOES NOT COMPUTE EARNINGS PER SHARE
</FN>
</TABLE>
