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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
FOR FISCAL YEAR ENDED DECEMBER 31, 1994
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
[Fee Required]
For the fiscal year ended December 31, 1994 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 [No Fee Required]
For the transition period from ______________ to ______________
Commission file number 1-10001
RYMAC MORTGAGE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 25-1577534
(State or other (I.R.S. Employer Identification No.)
jurisdiction of incorporation)
100 North Fourth Street, Suite 813, P.O. Box 250, Steubenville, OH 43952
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 666-6960
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, $.01 Par Value American Stock Exchange
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.
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
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.
Yes X No ___
As of March 29, 1995, there were 5,210,600 shares of RYMAC Mortgage Investment Corporation
Common Stock, $.01 par value, outstanding. Based on the closing price for shares of
Common Stock on that date, the aggregate market value of Common Stock held by non-
affiliates of the registrant was approximately $5,536,262.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's 1995 definitive Proxy Statement to be filed with the Securities and Exchange
Commission no later than 120 days after the end of the registrant's fiscal year.
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PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports
On Form 8-K.
(a) Documents filed as part of this Report:
1. The following financial statements are included in
Part II, Item 8 of this Form 10-K:
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Revenues and Expenses
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial statement schedules required:
None
3. The following exhibits are included as part of
this Form 10-K:
Exhibit No. Description Page No.
3.1 Amended and Restated Articles of
Incorporation of the Company
(incorporated by reference to
Exhibit 3.1 to Amendment No. 1
to the Company's Registration
Statement No. 33-22891 on Form S-11).
3.1.1 Articles of Amendment to Amended and
Restated Articles of Incorporation
of the Company (incorporated by reference
to Exhibit 3.1.1 to the Company's Form
10-K for the year ended December 31, 1990).
3.2.1 Amended and Restated By-laws of the
Company (incorporated by reference
to Exhibit 3.2 to Amendment No. 1
to the Company's Registration
Statement No. 33-22891 on Form S-11).
3.2.2 Amendment to By-laws of the Company
(incorporated by reference to
Exhibit 3.2.1 to Amendment No. 2 to
the Company's Registration Statement
No. 33-22891 on Form S-11).
Exhibit No. Description Page No.
10.1 Purchase Agreement dated as of
August 30, 1988 among the Company,
RMI I and RYMAC IV with respect to
collateral securing RYMAC IV's Series
7 Bonds (incorporated by reference to
Exhibit 10.5 to the Company's Form
10-Q for the quarter ended
September 30, 1988).
10.2 Purchase Agreement dated as of
August 30, 1988 among the Company,
RMI I and RYMAC IV with respect to
collateral securing RYMAC IV's Series
10 Bonds (incorporated by reference
to Exhibit 10.6 to the Company's Form
10-Q for the quarter ended
September 30, 1988).
10.3 Purchase Agreement dated as of
August 30, 1988 among the Company,
RMI I and RYMAC IV with respect to
collateral securing RYMAC IV's Series
19 Bonds (incorporated by reference to
Exhibit 10.7 to the Company's Form
10-Q for the quarter ended
September 30, 1988).
10.4 First Amendment to Purchase Agreements
dated as of September 23, 1989 among the
Company, RMI I and RYMAC IV (incorporated
by reference to Exhibit 10.27 to the
Company's Form 10-Q for the quarter ended
March 31, 1989).
10.5 Residual Bond Purchase Agreement dated
as of September 30, 1988 between NVR
Mortgage L.P. and the Company
(incorporated by reference to Exhibit
10.21 to the Company's Form 10-Q for the
quarter ended September 30, 1988).
10.6 Amended and Restated Investment Guidelines
(incorporated by reference to Exhibit 10.38
to the Company's Form 10-K for the year
ended December 31, 1991).
Exhibit No. Description Page No.
10.7 Agreement dated as of March 31, 1992 between
the Company and NVR Mortgage Management
Partnership, NVR Mortgage Management, Inc.,
NVR Mortgage L.P., Ryan Securities, Inc.,
and NVR, L.P. (incorporated by reference to
Exhibit 10.16 to the Company's Form 10-K for
the year ended December 31, 1992).
10.8 Limited Waiver and Fourth Amendment to
Amended and Restated Revolving Credit
Agreement dated as of August 31, 1992
between the Company and Pittsburgh National
Bank (incorporated by reference to Exhibit
10.17 to the Company's Form 10-K for the
year ended December 31, 1992).
10.9 Limited Waiver and Fifth Amendment to
Amended and Restated Revolving Credit
Agreement dated as of December 30, 1992
between the Company and Pittsburgh National
Bank (incorporated by reference to Exhibit
10.18 to the Company's Form 10-K for the
year ended December 31, 1992).
10.10 Sixth Amendment to Amended and Restated
Revolving Credit Agreement dated as of
January 21, 1993 between the Company, RMI I,
RMI II and Pittsburgh National Bank
(incorporated by reference to Exhibit 10.19
to the Company's Form 10-K for the year
ended December 31, 1992).
10.11 Settlement Agreement dated as of June 29,
1993 by and among the Company, NVR Mortgage
Management Partnership, NVR Mortgage L.P.,
Ryan Securities, Inc., NVR L.P., NVR
Mortgage Management, Inc., Ryan Financial
Services, Inc., Ryan Mortgage Acceptance
Corporation IV, and RMI I (incorporated by
reference to Exhibit 99 to the Company's
Form 10-Q for the quarterly period ended
June 30, 1993).
10.12 Seventh Amendment to Amended and Restated
Revolving Credit Agreement dated as of June
16, 1993 between the Company and PNC Bank,
National Association, formerly Pittsburgh
National Bank. (incorporated by reference to
Exhibit 10.15 to the Company's Form 10-K for
the year ended December 31, 1993)
Exhibit No. Description Page No.
10.13 Eighth Amendment to Amended and Restated
Revolving Credit Agreement dated as of
September 15, 1993 by and among the Company,
RMI I, and PNC Bank, National Association.
(incorporated by reference to Exhibit 10.16
to the Company's Form 10-K for the year
ended December 31, 1993)
10.14 Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Company's Form 10-Q
for the quarterly period ended September 30,
1994)
20 Notice to stockholders regarding Dividend
Reinvestment Plan (incorporated by
reference to Exhibit 21 to the Company's
Form 10-K for the year ended December 31,
1988).
27.1 Financial Data Schedule
99.1 Dividend Reinvestment Plan of the
Company (incorporated by reference to
Exhibit 28.1 to the Company's Form 10-K
for the year ended December 31, 1988).
99.2 Dividend Reinvestment Service Agreement
dated December 13, 1988 between the
Company and Maryland National Bank
(incorporated by reference to Exhibit
28.2 to the Company's Form 10-K for the
year ended December 31, 1988).
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last
quarter of the period covered by this Report.
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.
RYMAC MORTGAGE INVESTMENT CORPORATION
By: /s/ Richard R. Conte
Richard R. Conte, Chief Executive Officer
Date: March 29, 1995
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Name Title Date
/s/ Richard R. Conte Chairman of the
Richard R. Conte Board of Directors,
Chief Executive
Officer and Principal
Financial Officer March 29, 1995
/s/ Edward S. Babbitt, Jr. Director March 29, 1995
Edward S. Babbitt, Jr.
/s/ Joseph P. Berghold Director March 29, 1995
Joseph P. Berghold
/s/ Spencer B. Burke Director March 29, 1995
Spencer B. Burke
/s/ James C. Chaplin, IV Director March 29, 1995
James C. Chaplin, IV
[Signatures continued on next page.]
[Signatures continued from previous page.]
/s/ Malcolm M. Prine Director March 29, 1995
Malcolm M. Prine
/s/ Ronald L. Temple Director March 29, 1995
Ronald L. Temple
/s/ Hay Walker, IV Director March 29, 1995
Hay Walker, IV
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
EXHIBITS
filed with
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15
(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission File No. 1-10001
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RYMAC MORTGAGE INVESTMENT CORPORATION
EXHIBIT INDEX
Exhibits filed with Annual Report on Form 10-
K For the Fiscal year Ended December 31, 1994
Exhibit
No. Description
27.1 Financial Data Schedule
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<LEGEND>
This schedule contains summary financial information extracted from the
Company's report on Form 10-K for the year ended December 31, 1994 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
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<PERIOD-END> DEC-31-1994
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