<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-19391
NAB ASSET CORPORATION
(Exact name of registrant as specified in its charter)
Texas 76-0332056
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23361 Madero, Suite 200 92679
Mission Viejo, CA (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (949) 465-0244
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 Par Value
(Title of Class)
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 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]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 22, 1999 was $5,410,000 based upon the closing price as
of such date.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Title of Class Outstanding at March 22, 1999
-----------------------------
<S> <C>
Common Stock........................ 5,091,300
</TABLE>
NAB Asset Corporation (the "Company") hereby amends its Annual Report on Form
10K for the year ended December 31, 1998 by the addition of items 10, 11, 12 and
13 as set forth below.
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PART III
ITEM 10. DIRECTORS, OFFICERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT.
Directors and Executive Officers
<TABLE>
<CAPTION>
POSITION WITH THE COMPANY AND BUSINESS EXPERIENCE
NAME AGE DURING PAST FIVE YEARS
- ---------------------- ----- ------------------------------------------------------
<S> <C> <C>
Charles E. Bradley, Sr. 69 Chairman of the Board of Directors and Chief
Executive Officer of NAB since June 1996. Chairman
of the Board of CPS since its formation in March
1991. Chairman of the Board of Chatwins Group,
Inc. since 1988. One of the founders of Stanwich
Partners, Inc. ("Stanwich"), a Connecticut
investment firm which acquires controlling
interest in companies in conjunction with the
existing operating management of such companies,
and has been President, Director and a shareholder
of that company since its formation in 1982.
President and a director of Reunion Industries,
Inc. since June 1995. Director of CPS, Zydeco
Energy Corporation, Audits & Surveys Worldwide,
Inc., DeVieg-Bullard, Inc., Chatwins Group, Inc.,
General Housewares Corp., Reunion Industries,
Inc., Sanitas, Inc., and Texon Energy Corporation.
Father of Charles E. Bradley, Jr.
Charles E. Bradley, Jr. 39 Director of NAB since June 1996. President and
Director of CPS since its formation in March 1991.
In January 1992, appointed Chief Executive Officer
of CPS. Director of Chatwins Group, Inc., Texon
Energy Corporation and Thomas Nix Distributor,
Inc. Son of Charles E. Bradley, Sr.
Michael W. Caton 57 President, Chief Operating Officer and a Director
of NAB since June 1996. From 1995 to 1996 as a
consultant, developed business and strategic plans
for and organized MPS. Organizing founder,
President and Chief Executive Officer of Crescent
Bank & Trust, Crescent Banking Company, from 1988
to 1995.
James B. Gardner 64 Director of NAB since November 1996. Managing
Director of Service Asset Management Company since
May 1994. President and Chief Executive Officer of
Pacific Southwest Bank F.S.B. from November 1991
to April 1994. Retired Vice Chairman of Banc One,
Texas, NA. Director of Century Telephone
Enterprises, Inc., and Ennis Business Forms, Inc.
Jeffrey W. Kramer 34 Director of NAB since February 1998. Vice
President of Nomura Securities International, Inc.
beginning April 1998. Director of Black Diamond
Advisors, Inc., from 1996 to April 1998. Black
Diamond Advisors, Inc. is an investment and
merchant banking concern. From 1987 to 1996 served
in various capacities in the asset finance group
at Financial Security Assurance, Inc.
</TABLE>
2
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<TABLE>
<S> <C> <C>
Alan Ferree 40 Senior Vice President, Chief Financial Officer and
Secretary of the Company since January 1997. From
1995 to 1996 Senior Vice President of Pacific
Southwest Bank in Dallas, Texas. From 1994 to 1995
he was an independent consultant. From 1989 to
1994 he was Executive Vice President of wholesale
banking for Bluebonnet Savings Bank FSB in Dallas,
Texas.
James E. Hinton 48 President of Mortgage Portfolio Services, an 81%
owned subsidiary of the Company since 1996. From
1992 to 1996 he served as Executive Vice President
in charge of the mortgage banking division of
Pacific Southwest Bank in Dallas, Texas.
</TABLE>
Board and Committee Meetings
The Board of Directors met three times during the 1998 fiscal year.
Standing committees of the Board include an Audit Committee and a Compensation
Committee, both of which met concurrently with the Board of Directors during the
period. The audit committee held one additional meeting in 1998.
The Audit Committee is comprised of Messrs. Gardner (Chairman), and
Kramer. All members are non-employee directors. The Committee addresses matters
which include, among other things, (1) making recommendations to the Board of
Directors regarding engagement of independent auditors, (2) reviewing with the
Company's financial management the plans for, and results of, the independent
audit engagement, (3) reviewing the adequacy of the Company's system of internal
accounting controls, (4) monitoring the Company's internal audit program to
assure that areas of potential risk are adequately covered and (5) reviewing
legal and regulatory matters that may have a material impact on the Company's
financial statements.
The Compensation Committee is comprised of Messrs. Gardner (Chairman),
and Kramer. All members are non-employee directors. The Committee's primary
functions are to determine remuneration policies applicable to the Company's
executive officers and to determine the bases of the compensation of the Chief
Executive Officer, including the factors and criteria on which such compensation
is to be based.
During the last fiscal year, each incumbent director other than Mr.
Bradley, Jr. attended all meetings of the Board of Directors and all meetings of
committees of the Board on which he served. Mr. Bradley, Jr. attended one
meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires Company's directors and executive officers, and holders of more
than 10% of the Company's Common Stock to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such officers, directors and 10% stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of such forms that it received, or written
representations from reporting persons that no Forms 5 were required for such
person, the Company believes that, during fiscal 1998, the Section 16(a) filing
requirements under Section 16(a) of the Exchange Act were satisfied on a timely
basis.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation earned during 1996, 1997
and 1998 by (1) the Company's Chief Executive Officer, (2) all other persons who
are or may be deemed to be current executive officers of the Company and (3) the
two most highly compensated former executive officers of the Company who served
as such until June 1996.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
----------------------------------------- ------------
Securities
Underlying All other
Fiscal Options/ Compensation
Year Salary ($) Bonus ($) (1) SAR's # ($) (2) (3)
------- ----------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Charles E. Bradley, Sr 1998 121,873 -- -- --
1997 100,000 -- -- --
1996 42,000 -- -- --
Michael W. Caton 1998 210,000 -- -- 270,600
1997 185,000 50,000 -- 6,600
1996 108,000 80,000 -- 3,300
Alan Ferree 1998 130,000 -- -- 25,000
1997 120,000 45,000 -- --
1996 -- -- -- --
James E. Hinton 1998 225,000 -- -- 6,600
1997 175,000 90,000 -- 6,600
1996 144,000 -- -- --
Michael A. Hrebenar
President and Chief
Executive Officer
until June 1996 1996 111,708 -- -- --
Richard A. Durnham
Executive
Vice President
until June 1996 1996 81,902 -- -- --
</TABLE>
(1) Cash bonuses for services rendered have been listed in the year earned.
(2) Car allowances are provided to Mr. Caton and Mr. Hinton at the rate of
$6,600 annually.
(3) Termination of Stock Option Plans
In June 1996 the Board of Directors adopted, subject to shareholder
approval, the 1996 Incentive Stock Option Plan (the "Incentive Plan") and the
1996 Non-Employee Director Stock Option Plan (the "Director Plan"). The
Incentive Plan provided for, among other things, the grant to key employees of
the Company of options to purchase shares of NAB Common Stock. The Director Plan
provided for, among other things, the grant of options to purchase shares of NAB
Common Stock to directors of the Company who were not also employees of the
Company.
In September 1997 the Board of Directors terminated the Incentive Plan
and the Director Plan, and, by agreement with the optionees, terminated all
outstanding options under both plans. Accordingly, the Company currently has no
employee or director stock option plans, and there are no currently outstanding
stock options held by any employee or director.
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In April 1998 the Board of Director's authorized the Company to make
payments as compensation in lieu of the options. In each case, the amount of the
payment was determined by multiplying the number of shares subject to the option
by the amount by which $5.00 exceeded the applicable per share option exercise
price. In 1998, Mr. Caton was paid $264,000 and Mr. Ferree was paid $25,000.
Remaining payments due to Messrs. Caton and Ferree of $132,000 and
$50,000 respectively, are subject to their continued employment with the
Company.
Employment Agreements
Mr. Caton has an Employment Agreement with NAB pursuant to which he is
serving as President of the Company for a term that ends on June 30, 1999 and
for a salary at the following annual rates: $160,000 for 1996; $185,000 for
1997; and $210,000 during the period from January 1, 1998 through June 30, 1999.
Under the agreement, he receives a car allowance of $550 per month and is
eligible to receive a bonus each year in an amount up to 50% of his salary for
such year, as determined by the Board of Directors. The agreement also provides
for the payment to him of an amount equal to 5% of the aggregate increase, if
any, in the value of NAB's equity investments in its subsidiaries, measured as
of the earlier of June 30, 2001 or the end of the month prior to the month in
which his employment terminates. If his employment with NAB is terminated
without cause or because of disability, NAB is obligated to continue to pay him
the salary specified in the agreement for a period ending on the later to occur
of June 30, 1999 or the first anniversary of the date of his termination, except
that, in the case of disability, the salary continuation is reduced by the
amount of any benefits he receives from disability insurance provided by NAB.
Mr. Hinton has an Employment Agreement with MPS, pursuant to which he is
serving as President and Chief Executive Officer of MPS for a salary at the
current rate of $225,000 per year. Under the agreement, he receives a car
allowance of $550 per month and is eligible to receive an annual bonus at the
discretion of the Board of Directors of MPS. If his employment with MPS
terminates without cause or because of disability, MPS is obligated to continue
to pay him the salary for a period ending on the first anniversary of the date
of his termination, except that, in the case of disability, the salary
continuation is reduced by the amount of any benefits he receives from
disability insurance provided by MPS.
MPS Incentive Plan Restructure
In 1997, the Company entered into agreements with the executives of MPS,
including Mr. Hinton that granted options to them, exercisable only if certain
conditions are satisfied, to acquire up to 20% of the authorized common shares
of MPS. The number of shares to be issued pursuant to the agreements was
dependent upon several factors, including the future earnings and value of MPS.
On June 26, 1998 the Company, MPS and the MPS executives entered into a
Restructure Agreement that terminated the options. In exchange for the
termination of the options the Company entered into a deferred compensation
arrangement with the executives that requires the Company to pay annual
installments of $1,121,000, $1,101,000 and $1,101,000 in the years 1999, 2000
and 2001, respectively, to them subject to continuous continues employment with
the Company. If an MPS executive is terminated without cause all remaining
amounts due to such executive under the deferred compensation arrangement
becomes immediately payable. Mr. Hinton's portion of the annual installments,
assuming continued employment, totals $442,333, $422,333 and $422,333 for 1999,
2000 and 2001, respectively.
The Company also granted loans totaling $3,040,000 to the MPS executives
repayable in three equal annual installments, plus interest at 5.7% per annum,
beginning June 30, 1999. The loans are secured by the MPS shares owned by each
executive, which aggregates approximately 19% of the outstanding shares of MPS.
If the executive terminates for any reason prior to the end of the three-year
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period, all remaining amounts under the note become immediately payable. Mr.
Hinton's loan from the Company totals $1,200,000.
Compensation of Directors
Directors who are officers or employees of the Company do not receive
any additional compensation for serving as directors or as members of committees
of the Board of Directors. Directors who are not officers or employees of the
Company each receive a annual retainer of $15,000 and a fee of $750 for each
meeting of the Board of Directors or committee of the Board of Directors which
he attends. Directors are reimbursed for out-of-pocket costs incurred in
connection with attending meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
During the last fiscal year, the Compensation Committee of the Board of
Directors was composed of Messrs. James B. Gardner and Jeffrey W. Kramer. None
of these persons at any time has been an officer or employee of the Company or
any of its subsidiaries. In addition, there are no relationships among the
Company's executive officers, members of the Committee or entities whose
executives serve on the Board or the Committee that require disclosure under
applicable regulations promulgated by the Securities and Exchange Commission
("SEC").
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors provides advice and
recommendations to the Board of Directors concerning the salaries and bonuses of
the officers of NAB. The Board of Directors approves those salaries and bonuses.
This report describes the policies and principals, which shape the structure of
NAB's executive compensation program.
NAB's executive compensation program is structured to achieve the
following objectives:
- - to attract, retain and motivate highly qualified, energetic and talented
executives; remove
- - to create an incentive to increase stockholder returns by establishing a
direct and substantial link between individual compensation and certain
financial measures which have a direct effect on stockholder values, and;
- - to create substantial long-term compensation opportunities for individual
executive officers based not only on long-term corporate performance but
also on sustained long-term individual performance.
To achieve its compensation objectives, NAB has structured an executive
compensation program using a combination of short-term and long-term elements:
(i) annual salary, (ii) annual bonus, and (iii) in some cases, long-term
contingent performance bonuses. In addition, the executive officers of NAB are
eligible to receive other benefits such as medical benefits, which are generally
available to employees of NAB and its subsidiaries.
In structuring the specific components of executive compensation, NAB is
guided by the following principles:
- - annual compensation should be set within reasonable ranges of the annual
compensation for similar positions with similarly sized and types of
companies, which engage in, one or more of the principal businesses in which
NAB engages.
- - bonus payments should vary with the individual's performance and NAB's
financial performance; and
- - a significant portion of compensation should be in the form of long-term
incentive compensation which aligns the interests of executives with those
of the stockholders and which creates rewards for
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long-term sustained company performance and the achievements of NAB's
strategic objectives and to the extent that a recipient exercises options
which have vested by the achievement of performance goals.
THE COMPENSATION COMMITTEE
James B. Gardner
Jeffrey W. Kramer
CEO Compensation
In 1998 NAB's current Chief Executive Officer (Mr. Bradley, Sr.)
received a salary at the rate of $125,000 per year. During 1998 he did not
receive a bonus or participate in any employee benefit programs of NAB. The
salary of the Chief Executive Officer was within or below the Compensation
Committee's salary range guidelines and objectives for the Company's officers.
COMPANY STOCK PERFORMANCE
The following graph shows a comparison, for the period June 6, 1996
through December 31, 1998, of the cumulative total return for the Company as
compared to the NASDAQ Composite Index and the NASDAQ Financial Industry Index .
Prior to June 6, 1996 the Company was engaged in a business (real estate
ownership and management) which is unrelated to its current business (financial
services). Further, the Company's management changed completely on June 6, 1996,
as part of a reorganization. The Company believes therefore that a comparison
covering the period prior to June 6, 1996 would not be meaningful and could be
misleading.
[GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN OF
COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
NAB ASSET NASDAQ NASDAQ MARKET
CORPORATION FINANCIALS INDEX
<S> <C> <C> <C>
6/6/96 100 100 100
6/30/96 132.11 100.19 95.63
9/30/96 120.96 108.7 98.54
12/31/96 227.82 120.64 103.22
3/31/97 176.15 125.86 97.66
6/30/97 154.42 146.57 115.54
9/30/97 146.79 171.02 134.71
12/31/97 120.96 185.15 126.22
3/31/98 190.83 195.15 147.93
6/30/98 139.45 190.15 151.75
9/30/98 102.75 157.98 136.76
12/31/98 88.07 178.17 177.79
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of
NAB Common Stock (its only class of voting securities) owned beneficially as of
April 15, 1999 (i) by each person known to the Company to own beneficially more
than 5% of the outstanding Common Stock, (ii) by each director and executive
officer of the Company, and (iii) by all directors and executive officers of the
Company as a group. The table also sets forth the business address of each such
5% beneficial owner. Except as otherwise indicated, and subject to applicable
community property and similar laws, each of the persons named has sole voting
and investment power with respect to the shares shown as beneficially owned.
<TABLE>
<CAPTION>
Percent of Class
Name and Address Number of Shares Owned Beneficially Owned
- -------------------------------------- ---------------------- ------------------
<S> <C> <C>
Charles E. Bradley, Jr
c/o Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, CA 92618 1,934,706(1) 38.00%
Charles E. Bradley, Sr
C/o Stanwich Partners, Inc.
One Stamford Landing
62 Southfield Avenue
Stanford, CT 06902 1,934,706(1) 38.00%
</TABLE>
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<TABLE>
<S> <C> <C>
Michael W. Caton -- *
James B. Gardner 500 *
Jeffrey W. Kramer -- *
Alan Ferree -- *
James E. Hinton -- *
All officers and directors as a group
(eight persons) 1,935,206(2) 38.00%
Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, CA 92618 1,934,706 38.00%
Thomas F. Steyer, et al
C/o Farallon Capital Management, L.L.C
One Maritime Plaza, Suite 1325
San Francisco, CA 94111 283,832(3) 5.57%
Greenhaven Associates, Inc.
Three Manhattanville Road
Purchase, N.Y. 10577 417,825(4) 8.21%
Central National-Gottesman, Inc.,
et al
Three Manhattanville Road
Purchase, N.Y. 10577 339,825(5) 6.67%
</TABLE>
* Indicates less than 1%
(1) These shares are owned by Consumer Portfolio Services, Inc. ("CPS"). The
named individual may be deemed to be a beneficial owner of such shares
because he is an executive officer and a director of CPS.
(2) Includes the shares as to which note (1), above, applies.
(3) Farallon Partners, L.L.C. ("FPLLC") is the general partner of 5
partnerships which collectively own 250,849 shares of NAB Common Stock (the
"Partnerships' Shares") for their own accounts. Farallon Capital
Management, L.L.C. ("FCMLLC") is an investment advisor to certain managed
accounts which collectively own 32,983 such shares (the "Managed Account
Shares"). As managing members of FPLLC and FCMLLC, Enrique H. Boilini,
David I. Cohen, Joseph F. Downes, William F. Duhamal, Jason M. Fish,
Richard B. Fried, William F. Mellin, Stephen L. Millham, Meridee A. Moore
and Thomas F. Steyer have shared voting and investment power as to, and may
be deemed to be beneficial owners of, the Partnership's Shares and the
Managed Account Shares for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934 ("Rule 13d-3"). As a managing member of FPLLC, Fleur
E. Fairman has shared voting and investment power as to, and may be deemed
to be the beneficial owner of, the Partnerships' Shares for purposes of
Rule 13d-3. Each of such individuals has disclaimed beneficial ownership of
such shares. The foregoing information is based solely upon the information
contained in the joint Amendment No. 11 to Schedule 13D dated March 1,
1999, filed with the Securities and Exchange Commission (the "SEC") by
FPLLC, FCMLLC, the individuals referred to in this Note (3) and certain
others.
(4) Greenhaven Associates, Inc. ("Greenhaven"), an investment adviser under the
Investment Advisers Act of 1940 that is owned and controlled by Edgar
Wachenheim, III, has sole voting and investment power with respect to
131,025 such shares and shared investment power with respect to 286,800
such shares held in other customers' accounts managed by Greenhaven. No
such client has an interest that relates to more than 5% of the outstanding
shares of Common Stock. The above information is based upon information
contained in Amendment No. 7 to a Schedule 13G dated January 13, 1998,
filed with the SEC by Greenhaven.
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(5) The following entities and individuals have filed with the SEC a joint
Amendment No. 3 to Schedule 13G dated January 30, 1997 as to these shares:
Central National Gottesman, Inc., Asgot Securities, Inc., Central National
Gottesman Profit Sharing Trust, Sue and Edgar Wachenheim Foundation, Cenwac
Securities, Inc., Cenro Corporation, Sejak Corporation, Edgar Wachenheim
III, James G. Wallach, Kate W. Cassidy, Kenneth L. Wallach and Mary & James
G. Wallach Foundation. The filing states that all persons and entities
making the filing have shared power to vote and dispose of the shares
covered by such filing, except that Mr. Wachenheim has sole power to vote
and dispose of 21,375 of such shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 1996 the Company (1) purchased from CARS USA, Inc. ("CARS") 80%
of the common stock and 100% of the preferred stock of CARS for a total of
$500,000 and (2) made a $1,000,000 subordinated loan to CARS. Mr. Charles E.
Bradley, Jr., a NAB director, then owned a 10% equity interest in CARS. In June,
1997, after CARS had incurred losses of approximately $1,384,000, the Company
sold its debt and equity interests in CARS to a company owned by Mr. Bradley,
Sr., and Mr. Bradley, Jr., for a purchase price of $1,500,000, consisting of
$200,000 in cash and a $1,300,000 promissory note. On August 13, 1998, the
Company entered into a Debt Restructure Agreement with Stanwich Financial
Services, Corp. ("SFSC") a corporation owned 42.5% by Charles Bradley, Sr. and
42.5% by Charles Bradley, Jr., in which, among other things the note due from
the sale of CARS was exchanged for a corresponding reduction in the Company's
indebtedness to SFSC.
Mr. Gardner provides consulting services to the Company and a subsidiary
of the Company. A total of $22,000 and $14,000 were paid to Mr. Gardner in 1998
and 1997 respectively, for those services.
In June 1998 the Company granted a loan to Mr. Hinton totaling
$1,200,000 repayable in three equal annual installments, plus interest at 5.7%
per annum, beginning June 30, 1999.
The loan is secured by the MPS shares owned by Mr. Hinton.
In September 1998 the Company borrowed $500,000 from SFSC pursuant to an
unsecured promissory note. The loan was paid off in 1998.
In October 1998 the Company borrowed $800,000 from SFSC pursuant
to an unsecured promissory note. The loan was paid off in 1998.
At December 31, 1998, the Company had indebtedness to SFSC and CPS under
notes and a line of credit in the total principal amount of $12,877,000
summarized as follows:
<TABLE>
<CAPTION>
Payee Type Original Date Maturity Balance Rate
- ----- ---- ------------- -------- ------- ----
<S> <C> <C> <C> <C> <C>
SFSC Note June 27, 1997 June 30, 1999 $ 377,000 14%
SFSC Note September 30, 1997 September 30, 2000 900,000 14%
SFSC Line of Credit August 28, 1997 September 30, 2000 3,500,000 16%
SFSC Note December 30, 1997 June 30, 1999 4,000,000 13%
SFSC Note March 12, 1998 June 30, 1999 900,000 13%
SFSC Note March 13, 1998 June 30, 1999 1,100,000 13%
CPS Note December 30, 1997 April 30, 1999 2,100,000 13%
</TABLE>
Proceeds from the borrowings were used to invest in the Company's
subsidiaries. All loans require the payment of interest quarterly with principal
due at maturity. The proceeds from the line of credit executed on August 28,
1997 are limited to usage at MPS. The total commitment is $5,000,000 of which
$3,500,000 has been drawn. Each note may be prepaid, partially or in full,
without penalty at any time. Any partial repayment may not be re-borrowed.
Messrs. Bradley, Sr., Bradley, Jr., are officers and directors of CPS.
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On March 29, 1999 NAB entered into a Payment Deferral Agreement with
SFSC in which SFSC agreed to extend the maturity dates on NAB's $6,377,000 in
notes payable to SFSC that were due June 30, 1999 to January 3, 2000.
Additionally, SFSC agreed to defer interest payments on all notes due from NAB
until January 3, 2000.
NAFCO, Inc. and Construction Portfolio Funding, Inc. ("CPFI") are
subsidiaries of the Company. Mr. Caton owns 5% of the outstanding common stock
of NAFCO, Inc. and 5.38% of the outstanding common stock of CPFI. Mr. Ferree
owns 3.50% of the outstanding common stock of CPFI.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NAB ASSET CORPORATION
Date: April 30, 1999 /s/ Charles E. Bradley, Sr.
---------------------------------
Charles E. Bradley, Sr.
Chief Executive Officer,
Chairman of the Board
Date: April 30, 1999 /s/ Alan Ferree
---------------------------------
Alan Ferree
Senior Vice President,
Chief Financial Officer
11
