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, 1996
Commission file number 33-41655
PIPER MORTGAGE ACCEPTANCE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 41-1697488
(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, 1996, 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>
PIPER MORTGAGE 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 12
PART III.
Item 10.Directors and Executive Officers of the Registrant 12
Item 11.Executive Compensation 12
Item 12.Security Ownership of Certain Beneficial Owners and Management 12
Item 13.Certain Relationships and Related Transactions 12
PART IV.
Item 14.Exhibits, Financial Statements, Schedules, and Reports
on Form 8-K 12
SIGNATURES 14
INDEX TO EXHIBITS 15
<PAGE>
PART I.
Item 1. Business
Piper Mortgage Acceptance Corporation (the "Company") is a wholly owned
subsidiary of Piper Jaffray Companies Inc. (the "Parent"). The Company has
not commenced operations except for the conduct of organizational matters
and the issuance of 1,000 shares of the Company's common stock to 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 bonds.
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.
<PAGE>
PART II.
Item 5.Market for Registrant's Common Equity and Related Stockholder
Matters
As of September 30, 1996, all outstanding shares of the Company's common
stock are owned directly by Piper Jaffray Companies Inc. 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 mortgage-backed bonds will be
the receipt of payments of principal and interest, including prepayments, on
mortgage collateral securing the bonds, together with reinvestment income
thereon. The Company expects that, at all times, aggregate future receipts
of principal and interest on mortgage collateral, together with reinvestment
income thereon, will exceed the aggregate of future amounts due as payments
of principal and interest on mortgage-backed bonds.
Results of Operations
The Company has not commenced operations, except for the conduct of
organizational matters, the issuance of 1,000 shares of the Company's common
stock to Piper Jaffray Companies Inc., and the filing of a shelf
registration statement related to the issuance of mortgage-backed bonds.
<PAGE>
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 8
Statements of Cash Flows 9
Notes to Financial Statements 10
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
Piper Mortgage Acceptance Corporation
Minneapolis, Minnesota
We have audited the accompanying statements of financial condition of Piper
Mortgage Acceptance Corporation (a wholly owned subsidiary of Piper Jaffray
Companies Inc.) as of September 30, 1996 and September 30, 1995, and the related
statements of operations, stockholder's equity and cash flows for each of the
three years in the period ended September 30, 1996. These 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 Piper Mortgage Acceptance
Corporation as of September 30, 1996 and 1995, and the results of its operations
and cash flows for each of the three years in the period ended September 30,
1996, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
November 6, 1996
<PAGE>
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
STATEMENTS OF FINANCIAL CONDITION
September 30, September 30,
1996 1995
ASSETS
Cash ............................................... $10,000 $10,000
Deferred shelf registration costs .................. 73,140 73,140
------ ------
$83,140 $83,140
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to Piper Jaffray Companies Inc. ............ $73,140 $73,140
------- -------
73,140 73,140
Stockholder's equity:
Common stock, $1 par value, 1,000 shares
authorized, issued and outstanding .............. 1,000 1,000
Additional paid-in capital ....................... 9,000 9,000
----- -----
10,000 10,000
$83,140 $83,140
======= =======
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF OPERATIONS
Years Ended September 30, 1996, 1995 and 1994
There were no operations conducted during these periods.
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional
Common Paid-in
Stock Capital
Balance at September 30, 1993 $ 1,000 $ 9,000
Balance at September 30, 1994 1,000 9,000
Balance at September 30, 1995 1,000 9,000
Balance at September 30, 1996 $ 1,000 $ 9,000
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS
Year Ended Year Ended Year Ended
September 30, September 30, September 30,
1996 1995 1994
CASH AT BEGINNING OF PERIOD $ 10,000 $ 10,000 $ 10,000
CASH AT END OF PERIOD $ 10,000 $ 10,000 $ 10,000
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Years Ended September 30, 1996, 1995 and 1994
1. Organization and Business Activity
Piper Mortgage Acceptance Corporation (the "Company"), incorporated on June 4,
1991, is a wholly owned subsidiary of Piper Jaffray Companies Inc. (the
"Parent"). The Company has not commenced operations except for the conduct of
organizational matters and the issuance of 1,000 shares of the Company's common
stock to 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 bonds, as described below.
The Company's activities will include the issuance and sale of bonds secured by
one or more of the following: mortgage loans and mortgage loans insured by the
Federal Housing Administration or partially guaranteed by the Veteran's
Administration; pass-through mortgage-backed certificates as to which either the
Federal National Mortgage Association, Federal Home Loan Mortgage Corporation,
or Government National Mortgage Association guarantees the timely payment of
interest and timely or ultimate payment of principal; loans or installment sales
contracts secured by manufactured housing; and any other mortgage pass-through
certificates or mortgage-collateralized obligations.
The Company intends to enter into various transactions and arrangements with its
Parent and affiliated companies. These transactions and arrangements will
include the underwriting and selling of mortgage-backed bonds.
The Company has filed a Registration Statement under the Securities Act of 1933
(the "Act") with the Securities and Exchange Commission, pursuant to which
$100,000,000 in aggregate principal amount of the Company's mortgage-backed
bonds were registered under the Act.
2. Income Taxes
When operations commence, the Company will file a consolidated federal and state
income tax return with the Parent and its affiliates. Payments will be made to
the Parent for income taxes computed on pre-tax book income using the
consolidated effective tax rate. Deferred taxes will be recorded based upon
differences between the financial statement and tax basis of assets and
liabilities.
3. Related Party Transactions
At September 30, 1996, deferred shelf registration costs of $73,140 have been
advanced by the Parent. Shelf registration costs will be amortized in proportion
to the amount of the shelf being used at each bond issuance.
In the future, the Company may be charged for certain expenses by the Parent
based on specifically identified charges and other cost allocations. Such cost
allocations will be determined through negotiations between the Company and the
Parent. Management believes that the method of allocation, as so determined, is
reasonable. Operations are not necessarily indicative of the costs that would be
incurred if the Company operated independently.
<PAGE>
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change in accountants or disagreements 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.
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 3.1
to Form 10 filed July 10, 1991).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to
Form 10 filed July 10, 1991).
4.1 Post Effective Amendment No. 1 to Form S-3 (incorporated by
reference to Exhibit 4.1 to the Company's filing dated June 3,
1993, Commission File No. 33-41655).
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.
PIPER MORTGAGE ACCEPTANCE CORPORATION
(Registrant)
By:
/s/ Brian J. Ranallo
BRIAN J. RANALLO
President and Director
/s/ Deborah K. Roesler
DEBORAH K. ROESLER
Treasurer (Principal Financial
and Accounting Officer)
Dated: December 18, 1996
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:
Director /s/ Francis E. Fairman, IV Director
THOMAS E. STANBERRY FRANCIS E. FAIRMAN, IV
/s/ Mark A. Lindgren Director
MARK A. LINDGREN
Dated: December 18, 1996
<PAGE>
PIPER MORTGAGE ACCEPTANCE CORPORATION
(a wholly owned subsidiary of Piper Jaffray Companies Inc.)
INDEX TO EXHIBITS
Exhibit Description of Exhibit Form of Filing
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to Form 10 filed July 10, 1991).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to Form
10 filed July 10, 1991).
4.1 Post Effective Amendment No. 1 to Form S-3,( incorporated
by reference to Exhibit 4.1 to the Registrant's filing dated
June 3, 1993, Commission File No. 33-41655)
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.
33-41655 on Form S-3, as amended, of our report dated November 6, 1996,
appearing in this Annual Report on Form 10-K of Piper Mortgage Acceptance
Corporation for the year ended September 30, 1996.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
December 20, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF PIPER MORTGAGE ACCEPTANCE CORPORATION AS
OF AND FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 10,000
<SECURITIES> 0<F1>
<RECEIVABLES> 0<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0<F1>
<CURRENT-ASSETS> 0<F1>
<PP&E> 0<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 83,140
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 9,000
<TOTAL-LIABILITY-AND-EQUITY> 83,140
<SALES> 0<F2>
<TOTAL-REVENUES> 0<F2>
<CGS> 0<F3>
<TOTAL-COSTS> 0<F2>
<OTHER-EXPENSES> 0<F2>
<LOSS-PROVISION> 0<F2>
<INTEREST-EXPENSE> 0<F2>
<INCOME-PRETAX> 0<F2>
<INCOME-TAX> 0<F2>
<INCOME-CONTINUING> 0<F2>
<DISCONTINUED> 0<F2>
<EXTRAORDINARY> 0<F2>
<CHANGES> 0<F2>
<NET-INCOME> 0<F2>
<EPS-PRIMARY> 0<F4>
<EPS-DILUTED> 0<F4>
<FN>
<F1> NOT APPLICABLE - COMPANY DOES NOT HAVE A CLASSIFIED BALANCE SHEET
<F2> THE COMPANY HAS NOT YET COMMENCED OPERATIONS
<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>
