SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported) May 24, 1996
The Ziegler Companies, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-10854 39-114883
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
215 North Main Street, West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 334-5521
Not Applicable
(Former name or former address, if changed since last report)
Index to Exhibits is on Page 3
<PAGE>
Item 5. Other Information
(a) Terms Agreement Relating to Ziegler Collateralized
Securities, Inc. Series 7 Collateralized Bonds Guaranteed by the Registrant.
Ziegler Collateralized Securities, Inc., a Wisconsin corporation ("ZCSI") and
the issuer of collateralized bonds in series ("Collateralized Bonds")
pursuant to a Form S-3 Registration Statement (Reg. No. 33-42723) filed with
the Securities and Exchange Commission on November 19, 1991, as amended (the
"Registration Statement"), and the Registrant, as guarantor of the
Collateralized Bonds have entered into a Terms Agreement with B.C. Ziegler
and Company in connection with the offering of Collateralized Bonds Series 7
(the "Series 7 Bonds"). The Terms Agreement is an appendix to the
Underwriting Agreement, dated as of December 1, 1991, among ZCSI, the
Registrant and B.C. Ziegler and Company and is filed herewith as Exhibit
(1.1).
(b) Ninth Supplemental Indenture. ZCSI and the Registrant have
entered into an Eighth Supplemental Indenture with M&I First National Bank of
West Bend, Wisconsin, as Trustee, in connection with the offering of the
Series 7 Bonds in the form filed herewith as Exhibit (4.1).
Item 7. Information and Exhibits
(c) Exhibits
(1.1) Terms Agreement (Series 7) dated as of
May 24, 1996 among the Registrant, ZCSI
and B.C. Ziegler and Company.
(4.1) Ninth Supplemental Indenture, dated as
of May 1, 1996 among the Registrant,
ZCSI and M&I First National Bank, West
Bend, Wisconsin, as trustee.
The above exhibits are filed in connection with the offering of
Collateralized Bonds Series 7. The reports of the Registrant filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated into the Registration Statement by reference. ZCSI is exempt
from the periodic filing requirements of the Exchange Act pursuant to Section
12(h) thereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 1, 1996.
THE ZIEGLER COMPANIES, INC.
("Registrant")
By: /s/ Peter D. Ziegler
Peter D. Ziegler, President
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
<C> <S> <C>
(1.1) Terms Agreement (Series 7) dated as of May 24 1996
among the Registrant, ZCSI and B.C. Ziegler and Company. 4
(4.1) Eighth Supplemental Indenture, dated as of May 1, 1996
among the Registrant, ZCSI and M&I First National Bank,
West Bend, Wisconsin, as trustee. 6
</TABLE>
<PAGE>
COLLATERALIZED BONDS
OF
ZIEGLER COLLATERALIZED SECURITIES, INC.
TERMS AGREEMENT
Dated: May 24, 1996
To: Ziegler Collateralized Securities, Inc.
Re: Underwriting Agreement dated December 1, 1991, as amended ("Agreement")
Series Designation: Series 7
Terms of the Bonds and Underwriting Compensation:
<TABLE>
<CAPTION>
Original Price
Stated Principal Interest Public
Maturity Amount Rate (1)
<C> <C> <C> <C>
May 1, 1997 $910,000 6.00% $910,000
November 1, 1997 $640,000 6.25% $640,000
May 1, 1998 $635,000 6.25% $635,000
November 1, 1998 $570,000 6.50% $570,000
May 1, 1999 $570,000 6.50% $570,000
November 1, 1999 $600,000 6.75% $600,000
May 1, 2000 $600,000 7.00% $600,000
November 1, 2000 $475,000 7.00% $475,000
</TABLE>
Collateral: The Pooled Assets as described in Appendix A
hereto.
Interest Payment Date: November 1 and May 1, commencing November 1, 1996.
Purchase Price: The purchase price payable by the Underwriter for
the Bonds covered by this Agreement will be
97.50% of the principal amount to be issued
("Purchase Price").
Rating: The Bonds will be rated BBB by Duff & Phelps, Inc.
Closing Date and Location: May 31, 1996 ("Closing Date") at the Offices of
M&I First National Bank, West Bend, Wisconsin.
(1) Plus accrued interest from May 1, 1996.
<PAGE>
The Appendix hereto is incorporated herein by reference and made
a part hereof.
B. C. ZIEGLER AND COMPANY
By:/s/ Peter D. Ziegler
Peter D. Ziegler, President
Accepted:
ZIEGLER COLLATERALIZED SECURITIES, INC.
By: /s/ Lynn R. Van Horn
Lynn R. Van Horn, President
THE ZIEGLER COMPANIES, INC.
By: /s/ Peter D. Ziegler
Peter D. Ziegler, President
<PAGE>
ZIEGLER COLLATERALIZED SECURITIES, INC.,
Issuer
and
M&I FIRST NATIONAL BANK,
Trustee
NINTH SUPPLEMENTAL INDENTURE
Dated as of May 1, 1996
to
INDENTURE
Dated as of December 1, 1991, as amended
CREATING $5,000,000 PRINCIPAL AMOUNT
COLLATERALIZED BONDS, SERIES 7
<PAGE>
NINTH SUPPLEMENTAL INDENTURE, dated as of May 1, 1996, between ZIEGLER
COLLATERALIZED SECURITIES, INC., a Wisconsin corporation (together with its
successors as provided in the Indenture referred to below, the "Issuer"), and
M&I FIRST NATIONAL BANK, a national banking association with its principal
office located in West Bend, Wisconsin (together with its successor as
provided in the Indenture referred to below, the "Trustee"), as trustee under
an Indenture dated as of December 1, 1991, as amended (the "Indenture").
PRELIMINARY STATEMENT
Section 10.01 of the Indenture provides, among other things, that
the Issuer, when authorized by its Board of Directors, and the Trustee may at
any time and from time to time enter into an indenture supplemental to the
Indenture to authorize a new Series of Bonds, and to specify certain terms of
each such new Series of Bonds. The Board of Directors of the Issuer has duly
authorized the execution and delivery of this Ninth Supplemental Indenture
and the creation of a new Series of Bonds with an aggregate principal amount
of $5,000,000 to be known as the Collateralized Bonds, Series 7 (the "Series
7 Bonds"), and the Issuer and the Trustee are executing and delivering this
Ninth Supplemental Indenture in order to provide for, among other things, the
Series 7 Bonds.
ARTICLE ONE
The Series 7 Bonds
GRANTING CLAUSES
The Issuer hereby grants to the Trustee, in trust as provided in
the Indenture, for the exclusive benefit of the Holders of the Series 7
Bonds, all of the Issuer's right, title and interest in and to (a) the Pooled
Assets described in Schedule A to this Ninth Supplemental Indenture, which
the Issuer is delivering to the Trustee herewith, (b) the Equipment leased
and/or financed pursuant to the Pooled Assets described in Schedule A subject
to any option of the respective Lessors/Debtors thereunder to purchase or
prepay the principal on such Equipment, (c) the Principal and Interest
Payment Account for the Series 7 Bonds, and (d) all proceeds, of every kind
and nature whatsoever, including, without limitation, proceeds of proceeds,
and the conversion, voluntary or involuntary, of any of the foregoing into
cash or other liquidated property, to secure the Series 7 Bonds equally and
ratably without prejudice, priority or distinction between any Series 7 Bond
and any other Series 7 Bond by reason of difference in time of issuance or
otherwise, and to secure the payment of the principal of, and interest on,
the Series 7 Bonds in accordance with their terms, all of the sums payable
under the Indenture of this Ninth Supplemental Indenture with respect to the
Series 7 Bonds and compliance with the provisions of the Indenture and this
Ninth Supplemental Indenture with respect to the Series 7 Bonds, all as
provided in the Indenture and this Ninth Supplemental Indenture.
Section 1. Designation.
The Series 7 Bonds shall be designated as Collateralized Bonds,
Series 7.
Section 2. Form of Series 7 Bonds.
The Series 7 Bonds shall be in substantially the following form:
[FORM OF FACE OF BOND]
$ No.
ZIEGLER COLLATERALIZED SECURITIES, INC.
% COLLATERALIZED BOND, SERIES 7
<TABLE>
<CAPTION>
Stated First Interest Interest Payable Issue
Maturity Payment Date On the 1st Day of Date CUSIP
<C> <S> <S> <C> <C>
</TABLE>
Ziegler Collateralized Securities, Inc., a corporation duly
organized and existing under the laws of the State of Wisconsin (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
or registered assigns, the principal sum of
Dollars on or prior to the date set forth above (the "Stated
Maturity") and to pay interest on the unpaid portion of said principal sum
from the date hereof, through the day immediately preceding the date on which
such principal sum becomes due and payable, on the 1st day of the months set
forth above in each year, and to pay interest on any overdue principal and on
overdue interest, at the rate per annum specified in the title of this Bond.
The first such payment of interest will be made on the first
interest payment date set forth above. Except as herein otherwise provided
with respect to interest payable on the date the principal of this Bond
becomes due and payable (whether at Stated Maturity, by redemption or
otherwise), interest on this Bond shall be payable on each Semiannual Payment
Date through the day immediately preceding each such Semiannual Payment Date.
The interest so payable on any Semiannual Payment Date, and any redemption of
Bonds that may be made on any Redemption Date, will, as provided in the
Indenture referred to on the reverse hereof, be paid to the Person in whose
name this Bond (or one or more Predecessor Bonds) is registered on the
Regular Record Date for such Semiannual Payment Date or Redemption Date,
which shall be the close of business on the fifteenth day of the calendar
month preceding that in which such Semiannual Payment Date or Redemption Date
occurs (whether or not a Business Day). Any such redemption not made on the
Redemption Date or interest not so punctually paid or duly provided for
(excluding interest the payment of which is deferred pursuant to the proviso
set forth in the first paragraph of this Bond) shall forthwith cease to be
payable to the registered Holder on the Regular Record Date, and may be paid
to the Person in whose name this Bond (or one or more Predecessor Bonds) is
registered on a Special Record Date for the payment of such defaulted
redemption proceeds and interest to be fixed by the Trustee, notice whereof
shall be given to Bondholders not less than 10 days prior to such Special
Record Date, or may be paid, at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Bonds may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
The principal of and interest on this Bond are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, at the office or agency
of the Issuer designated for such purpose in the United States of America;
provided that interest may be paid, at the option of the Issuer, by check
mailed to the Person entitled thereto at his address as it appears on the
Bond Register.
Reference is made to the further provisions of this Bond set
forth on the reverse hereof, which shall have the same effect as though fully
set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Bond shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, ZIEGLER COLLATERALIZED SECURITIES, INC. has
caused this instrument to be signed, manually or in facsimile, by its
President or a Vice President and by its Secretary or an Assistant Secretary
and a facsimile of its corporate seal to be imprinted hereon.
Dated: May 1, 1996
ZIEGLER COLLATERALIZED
SECURITIES, INC.
[SEAL]
By
Lynn R. Van Horn, President
Attest:
Janine R. Schmidt, Secretary<PAGE>
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 7 Bonds referred to in the within-mentioned
Indenture.
M&I FIRST NATIONAL BANK, Trustee
Authorized Officer
<PAGE>
[FORM OF REVERSE OF BOND]
COLLATERALIZED BOND
This Bond is one of a duly authorized issue of Bonds of the
Issuer, designated as its Collateralized Bonds (herein called the "Bonds"),
issued and to be issued in one or more Series, and is part of the Series 7
Bonds designated on the face hereof (herein called the "Bonds of this Series
7"), all issued and to be issued under an Indenture dated as of December 1,
1991, as amended (herein called the "Indenture"), between the Issuer and M&I
First National Bank (the "Trustee"), which term includes any successor
Trustee under the Indenture, to which Indenture and all indentures
supplemental thereto (including the indenture supplemental thereto which
authorized the Bonds of this Series 7) reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Trustee and
the Holders of the Bonds, and the terms upon which the Bonds are, and are to
be, authenticated and delivered. All terms used in this Bond which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
As provided in the Indenture, the Bonds are issuable in Series
which may vary as in the Indenture provided or permitted. All Bonds of each
Series are equally and ratably secured to the extent provided by the
supplemental indenture authorizing such Series. This Bond is one of the
Bonds of Series 7 specified in its title.
If no Event of Default as defined in the Indenture shall have
occurred and be then continuing, the Issuer, at its option, may redeem the
Outstanding Bonds of this Series 7 in whole or in part, and if in part, by
lot in such manner as may be determined by the Trustee, on or after
November 1, 1998 at a Redemption Price equal to 100% of the principal amount
of the Bonds to be redeemed (plus interest accrued and unpaid on such Bonds
to but not including the Redemption Date).
The Bonds of this Series 7 are subject to Mandatory Redemption at
any time in whole or in part, and if in part, by lot in such manner as may be
determined by the Trustee at a Redemption Price equal to 100% of the
principal amount of the Bonds to be redeemed (plus interest accrued and
unpaid on such Bonds to but not including the Redemption Date) to the extent
of any proceeds received by the Issuer as a result of the purchase of any
Defaulted Pooled Asset by the Servicer therefor or the Guarantor as soon as
practicable following the receipt of such proceeds by the Issuer.
The Bonds of this Series 7 are subject to Mandatory Redemption in
whole or in part, and if in part, by lot in such manner as may be determined
by the Trustee at the Redemption Prices (expressed as percentages of the
principal amount of the Bonds of this Series 7 to be redeemed) as set forth
below (plus interest accrued and unpaid on such Bonds to, but not including,
the Redemption Date) to the extent of any proceeds received by the Issuer as
a result of the early termination of any Pooled Asset and the purchase of the
related Equipment by the Lessee or Debtor thereunder as soon as practicable
following the receipt of such proceeds by the Issuer.
<TABLE>
<CAPTION>
Redemption Period Redemption Price
<S> <C>
Prior to May 31, 1998 101%
On or after May 31, 1998 100%
</TABLE>
If an Event of Default as defined in the Indenture shall occur
and be continuing, the principal of all the Bonds, or of all the Bonds of any
Series, may become or be declared due and payable in the manner and with the
effect provided in the Indenture.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond may be registered on the Bond
Register of the Issuer, upon surrender of this Bond for registration of
transfer at the office or agency of the Issuer in the United States of
America, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Issuer and the Trustee duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Bonds of the same Series and maturity, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
Prior to the due presentment for registration of transfer of this
Bond, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Bond is registered as the owner hereof
for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Bond be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Bonds under
the Indenture at any time by the Issuer with the consent of the Holders of a
majority in aggregate principal amount of Bonds at the time Outstanding (as
defined in the Indenture), in case Outstanding Bonds of all Series are to be
affected, or with the consent of the Holders of a majority in aggregate
principal amount of the Bonds at the time Outstanding of each Series to be
affected, in case one or more, but less than all, of the Series of Bonds then
Outstanding are to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Bonds at the time Outstanding, and of Bonds at the time Outstanding of
each Series to be affected in case one or more, but less than all, such
Series are to be affected, on behalf of the Holders of all the Bonds, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Bond shall be conclusive and binding
upon such Holder and upon all future Holders of this Bond and of any Bond
issued upon the registration of transfer hereof or in exchange therefor or in
lieu hereof whether or not notation of such consent or waiver is made upon
this Bond.
The term "Issuer" as used in this Bond includes any successor
under the Indenture.
The Bonds are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, as provided in the
Indenture and subject to certain limitations therein set forth. The Bonds
are exchangeable for a like aggregate principal amount of Bonds of the same
Series and maturity of a different authorized denomination, as requested by
the Holder surrendering same.
No reference herein to the Indenture and no provision of this
Bond or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Bond at the times, place and rate, and in the coin or currency, herein
prescribed.
Section 3. Aggregate Principal Amount.
The aggregate principal amount of Series 7 Bonds that may be
authenticated and delivered under the Indenture and this Ninth Supplemental
Indenture is limited to $5,000,000 except for Bonds authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu
of, other Series 7 Bonds pursuant to Sections 3.04, 3.05, 3.06, 10.06 or
12.04 of the Indenture.
Section 4. Maturity and Interest Rates.
The Series 7 Bonds shall mature and shall bear interest as
follows:
<TABLE>
<CAPTION>
Stated Maturity Amount Interest Rate
<C> <C> <C>
May 1, 1997 $910,000 6.00%
November 1, 1997 $640,000 6.25%
May 1, 1998 $635,000 6.25%
November 1, 1998 $570,000 6.50%
May 1, 1999 $570,000 6.50%
November 1, 1999 $600,000 6.75%
May 1, 2000 $600,000 7.00%
November 1, 2000 $475,000 7.00%
</TABLE>
Section 5. Semiannual Payment Dates.
With respect to the Series 7 Bonds, the term Semiannual Payment
Dates shall mean May 1 and November 1.
Section 6. Redemption of Series 7 Bonds.
The Series 7 Bonds shall be subject to mandatory and optional
redemption prior to maturity, to the extent specifically set forth in the
form of Series 7 Bond set forth in this Ninth Supplemental Indenture.
Section 7. Representations and Warranties.
The Issuer hereby makes the following representations and
warranties with respect to the Pooled Assets set forth on Schedule A hereto,
in each case to the best of its knowledge:
(a) The information set forth in the Schedule of Pooled Assets
is true and correct in all material respects at the date or dates
respecting which such information is furnished;
(b) Each Pooled Asset by its terms permits the Lessor/Debtor to
assign such Pooled Asset and its rights and interests thereunder
without the consent of the Lessee/Debtor thereunder;
(c) As of the date of execution and delivery of this
Supplemental Indenture, each Pooled Asset is in full force and effect
and the Issuer has granted to the Trustee as security for the Bonds a
security interest in the Issuer's right, title and interest in and to
such Pooled Asset and the related Equipment which security interest has
been perfected by filing pursuant to the Uniform Commercial Code of
Wisconsin and with respect to each item of the Equipment, a filing
pursuant to the Uniform Commercial Code of the jurisdiction where such
item of Equipment is located and where the principal place of business
of the Lessee/Debtor under the related Pooled Asset is located,
provided that in general no fixture filings have been made with respect
to the Equipment;
(d) The Issuer acquired the Pooled Assets in good faith,
without notice of any adverse claim;
(e) As of the date of execution and delivery of this
Supplemental Indenture, the Issuer is the sole legal owner of
each Pooled Asset free and clear of all liens, security interests
and other encumbrances (except for a security interest which
secures the Series 7 Bonds or indebtedness of the Issuer which is
subordinate to the prior payment of principal and interest on the
Series 7 Bonds and which is subordinate to the security interest
securing the Series 7 Bonds (a "Subordinate Security Interest"))
and the Issuer or the Lessee or Debtor under such Pooled Asset is
the sole owner of the related Equipment, and immediately upon the
transfer and assignment herein contemplated (and assuming that
the Trustee complies with its obligations under the Indenture and
this Supplemental Indenture and has not in its individual
capacity taken any action to grant any interest in any Pooled
Asset to any other Person), except for a Subordinate Security
Interest, the Trustee shall have good title to, and will be the
sole legal owner of, each Pooled Asset free and clear of all
liens, security interests and other encumbrances and will have a
valid perfected security interest in the Issuer's right, title
and interest to the related Equipment;
(f) As of the date of execution and delivery of this
Supplemental Indenture, the terms of each Pooled Asset have not
been waived, altered or modified in any material respect, except
by written instruments included in the Pooled Asset File;
(g) As of the date of execution and delivery of this
Supplemental Indenture, insurance policies are in effect which
provide coverage against loss of or damage to each item of
Equipment in an amount at least equal to the full insurable value
thereof; and
(h) The aggregate scheduled rental payments under the
Pooled Assets securing Series 7 Bonds during the six-month
periods ending on each Supplemental Payment Date for Bonds of
such Series to and including the final Stated Maturity of the
Series 7 Bonds after deducting all Servicer's fees and Trustee's
fees respecting such Pooled Assets and Series 7 Bonds accruing
during such period equal or exceed the principal of and interest
on the Series 7 Bonds which are due and payable on such
Semiannual Payment Date.
It is understood and agreed that the representations and warranties set forth
in this Supplemental Indenture (with respect to representations and
warranties which are as of a particular date, in each case as of such date)
shall survive delivery of the respective Pooled Asset Files to the Trustee
and shall continue throughout the terms of the Indenture and this
Supplemental Indenture.
Section 8. Ratio of Net Investment in Pooled Assets to Outstanding Principal
Amount of Series 7 Bonds.
The Issuer covenants and agrees that so long as any Series 7
Bonds are Outstanding, the Issuer's aggregate net investment (determined in
accordance with generally accepted accounting principles) in the Pooled
Assets securing the Series 7 Bonds together with any cash held by the Trustee
as collateral for the Series 7 Bonds (excluding cash held in an amount equal
to the then accrued but unpaid interest on the Series 7 Bonds) shall at all
times be in an amount not less than 115% of the aggregate principal amount of
the Series 7 Bonds then Outstanding.
ARTICLE TWO
Miscellaneous
Section 1. Terms Defined in the Indenture.
All terms used in this Ninth Supplemental Indenture which are
defined in the Indenture, either directly or by reference therein, have the
meanings assigned to them therein, except to the extent such terms are
defined in this Ninth Indenture or the context clearly requires otherwise.
Section 2. Ratification of Indenture.
As supplemented and amended by this Ninth Supplemental Indenture,
the Indenture as previously amended is in all respects ratified and confirmed
and the Indenture as previously amended and as so supplemented by this Ninth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
Section 3. Counterparts.
This Ninth Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Ninth Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized and their respective seals duly attested to be
hereunto affixed all as of the day and year first above written.
ZIEGLER COLLATERALIZED
SECURITIES, INC.
[SEAL]
By /s/ Lynn R. Van Horn
Lynn R. Van Horn, President
Attest:
/s/ Janine R. Schmidt
Janine R. Schmidt, Secretary
M&I FIRST NATIONAL BANK
West Bend, Wisconsin,
as Trustee
[SEAL]
By /s/ R. T. Stephenson
Title Executive Vice President
Attest:
/s/ M. F. Hron
Title Vice President
<PAGE>
Acknowledgement of Ziegler Collateralized Securities, Inc.
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 29th day of May, 1996, before me, a Notary Public in and
for said county, the undersigned officer, personally appeared L. R. Van Horn
and J. R. Schmidt, severally acknowledged themselves to be the President and
Secretary, respectively, of ZIEGLER COLLATERALIZED SECURITIES, INC., a
Wisconsin corporation, and that they, as such officers, being authorized so
to do, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by themselves as such President and
Secretary, respectively.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Bonnie Zanow
Notary Public
Washington County, Wisconsin
[NOTARIAL SEAL] My Commission expires: 4/27/97
Acknowledgement of M&I First National Bank
STATE OF WISCONSIN )
) SS.
COUNTY OF WASHINGTON )
On this 29th day of May, 1996, before me, a Notary Public in and
for said county, appeared R. T. Stephenson and M. F. Hron of M&I FIRST
NATIONAL BANK, West Bend, Wisconsin, Trustee, to me personally known, who
being by me duly sworn, did say that they are the Executive Vice President
and Vice President, respectively, of M&I FIRST NATIONAL BANK, West Bend,
Wisconsin, and that the seal affixed to said instrument is the corporate seal
of the said Association and that said instrument was signed and sealed on
behalf of the said Association by authority of its Board of Directors, and
that the said R. T. Stephenson and M. F. Hron acknowledged said instrument to
be the free act and deed of said Association.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Roseann Zautcke
Notary Public
Washington County, Wisconsin
[NOTARIAL SEAL] My Commission expires:9/1/96
