UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1996, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______________
to _______________
Commission File No.: 33-67202
FUND AMERICA INVESTORS CORPORATION II
(Exact name of registrant as specified in its charter)
Delaware 84-1218906
(State or other jurisdiction of (I.R.S. Employer identification number)
incorporation or organization)
6400 S. Fiddler's Green Circle, Suite 1200B,
Englewood, Colorado 80111
(Address of principal executive offices)
Registrant's telephone number including area code: (303) 290-6025
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 (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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not 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. X
State the aggregate market value of the voting stock held by non-
affiliates of the registrant: As of December 31, 1996: $0.00.
The number of shares outstanding of the Registrant's $0.01 par value
common stock, as of March 29, 1997 was 349,000 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART I
ITEM 1. BUSINESS
Fund America Investors Corporation II (the "Company") was incorporated in
the State of Delaware on December 14, 1992 as a limited purpose finance
corporation. The Company was established to engage in activities relating to
mortgage loans or mortgage loan certificates including other securities which
are backed by mortgage loans (the "Collateral"). Among the Company's
authorized business purposes, the primary activity is the issuance of bonds,
in one or more series of mortgage pass-through certificates (the "Bonds"),
which are secured by the Collateral. To issue such bonds, the Company may
acquire, hold, sell or pledge the Collateral, and typically such issuances
are transacted through trusts beneficially owned and created by the Company.
The Company may not, either directly or indirectly, through a
beneficially owned trust engage in any business or investment activity other
than, (i) issuing and selling the Bonds; (ii) purchasing, owning, holding,
pledging or selling the Collateral or other mortgage-related assets; (iii)
investing and maintaining cash balances on an interim basis in high quality
short-term securities; and (iv) engaging in other activities which are
necessary or convenient to accomplish the foregoing and are incidental
thereto.
To date, the Company has issued fourteen series of Bonds for an
aggregate initial principal amount of approximately $2 billion. In 1995
and prior years, the Company issued an aggregate of $1.7 billion in initial
principal amount of Bonds. On April 22, 1996, another issuance of Bonds was
completed for $296 million in initial principal amount. The Company does
not have any further obligations in connection with the issuance of these
Bonds. In compliance with Generally Accepted Accounting Principles, such
issuances are considered to be a direct sale of the Collateral.
The Company currently has approximately $533 million registered and
unissued securities in accordance with its registration statement
(No. 33-73748) which was filed with the Securities and Exchange Commission
("SEC") on January 7, 1993. The prospectus accompanying this registration
statement is combined with the prospectus accompanying the Company's second
registration statement (No. 33-67202). The unissued securities authorized by
the second registration statement were carried forward to the third
registration statement pursuant to Rule 429 of the Securities Act of 1933
as amended.
Seven amendments to the third registration (No. 33-73748) were filed with
the SEC. Amendment No. 1, filed on March 1, 1994, added additional exhibits.
On October 7, 1994, the Company filed Amendment No. 2 on Form S-3 to increase
the amount of securities registered by $500,000,000. Amendment No. 3 was
filed on October 13, 1994 to convert this registration statement to Form S-3
and to revise the registration statement to provide for the issuance of
Collateralized Mortgage Obligations (the "CMO's") in addition to Pass-through
Certificates (the "Bonds"). This allows the Company to issue either (i) CMO's
pursuant to an Indenture, or (ii) Bonds pursuant to a Pooling and Servicing
Agreement. The Company filed Amendment No. 4 on July 14, 1995, Amendment No.
5 on October 13, 1995, Amendment No. 6 on March 19, 1996 and Amendment No. 7
on March 26, 1996, in response to comments received from the SEC. The
third registration statement (No. 33-73748) became effective on March 28, 1996.
ITEM 2. PROPERTIES
The Company has no material physical properties.
ITEM 3. LEGAL PROCEEDINGS None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the security holders during the fourth
quarter of the fiscal year ended December 31, 1996.
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established public trading market for the Company's common
stock and no dividends have been declared or paid. All of the Company's
common stock is owned by a sole shareholder.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
<CAPTION>
Year Ended December 31,
--------------------------------------------------
1996 1995 1994 1993 1992*
-------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenue $199,448 $26,538 $788,133 $5,346,907 $394
Net income(loss) 42,165 (94,766) 102,519 1,170,444 282
Net income(loss) per
share of common stock (1) (1) (1) (1) (1)
Balance Sheet Data:
Total assets 442,444 440,373 1,871,994 2,423,218 352,461
Shareholder's equity 442,444 440,279 1,722,245 1,619,726 349,282
<FN>
(1) Not presented, as all shares of common stock are held by a sole
shareholder.
* Period from December 14, 1992 (date of incorporation) to December 31,
1992.
</FN>
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
1. General
To date, the Company has issued fourteen series of registered Pass-Through
Certificates (the "Bonds") aggregating $1,967,228,870 in initial isuuance
amount. As of December 31, 1996, ten series of Bonds remain
outstanding. The following list consists of only those outstanding series
shown with the initial issuance amounts.
Series Amount Collateral
1993-A $262,435,000 Trust consisting primarily of adjustable rate one-
to-four family, first lien mortgage loans
1993-B 77,409,000 Trust consisting primarily of adjustable rate one-
to-four family, first lien mortgage loans
1993-C 319,000,000 Trust consisting of FNMA and FHLMC Securities;
private mortgage backed securities including
certain residual interest securities; principal
component of bonds issued by the Resolution
Funding Corporation ("RFCO Strips")
1993-E 190,145,165 Trust consisting primarily of adjustable rate one-
to- four family, first lien mortgage loans
1993-F 50,845,601 Trust consisting primarily of Fixed-rate, closed-
end, simple interest, residential first and second
mortgage loans and deed of trust loans
1993-H 45,634,831 Trust consisting primarily of adjustable rate one-
to-four family, first lien mortgage loans
1993-J 150,069,158 Trust consisting primarily of adjustable rate one-
to-four family, first lien mortgage loans
1993-K 88,010,000 Trust consisting primarily of FNMA and FHLMC
Securities; private mortgage backed securities
1994-A 44,599,100 Trust consisting primarily of adjustable rate one-
to-four family, first lien mortgage loans
1996-A 295,315,915 Trust consisting of adjustable rate, conventional
first lien mortgage loans and fixed rate, second
lien mortgage loans
<PAGE>
ITEM 7. CONTINUED
1. Continued
Effective January 1, 1997 the Company will adopt the provision of SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", as it relates to securitization of mortgage
loans, mortgage backed securities and other mortgage collateral. There will
be no effect on financial position or results of operations when SFAS No. 125
is adopted. Also, the Company does not expect SFAS No. 125 to change the
accounting for future securitization issuances, to the extent such issuances
are structured similarly to past transactions.
2. Liquidity and Capital Resources
The Company expects to fund ongoing operations from working capital and
revenues derived from the issuance of Bonds and CMO's. Market conditions
adversely impacted the Company's operations in 1995 and produced minimal
revenues in 1996. Management's expectations are that the activity of issuing
Bonds will increase in volume for 1997 and on. The Company's remaining and
unissued registered securities are anticipated to be utilized by an affiliated
mortgage company under common control and other third party issuers.
3. Results of Operations
The Company reported a net income for the year ended December 31, 1996 of
$42,165 compared to a net loss of $94,766 for the year ended December 31, 1995
and net income of $102,519 for the year ended December 31, 1994. The
differences between the reporting periods are directly attributable to the
transaction fees earned from the issuance of Bonds. In 1996 one series was
issued which generated $193,335 in net issuance income. In 1995 no fees were
generated, and in 1994, $246,873 of net issuance fees were earned.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Fund America Investors Corporation II
Englewood, Colorado 80111
We have audited the accompanying balance sheets of Fund America Investors
Corporation II as of December 31, 1996 and 1995, and the related statements of
operations, shareholder's equity, and cash flows for each of the three years
in the period ended December 31, 1996. 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, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1996 and
1995, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
February 28, 1997
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION II
Balance Sheets
<CAPTION>
December 31,
----------------------------
1996 1995
---------- ----------
<S> <C> <C>
Assets
Cash and cash equivalents (Note 2) $ 190,574 $ 40,450
Deferred offering costs, net 251,124 398,704
Deferred organization costs, net 583 1,219
Prepaid expenses 163 -
---------- ----------
Total assets $ 442,444 $ 440,373
========== ==========
Liabilities - Accounts payable $ - $ 94
---------- ---------
Shareholder's equity
Common stock, par value $.01 per share;
1,000,000 shares authorized; 349,000 shares
issued and outstanding 3,490 3,490
Additional paid-in capital - -
Retained earnings 438,954 436,789
---------- ----------
Total shareholder's equity 442,444 440,279
---------- ----------
Total liabilities and shareholder's equity $ 442,444 $ 440,373
========== ==========
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION II
Statements of Operations
<CAPTION>
Years Ended December 31,
------------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Revenue
Pass-through certificate
issuance fees $193,335 $ - $741,361
Interest 6,113 26,538 46,772
-------- -------- --------
Total revenue 199,448 26,538 788,133
Expenses
Amortization of deferred
offering costs 119,900 45,719 59,575
Pass-through certificate
issuance expenses - 7,140 494,488
General and administrative 13,383 44,445 107,551
Management fees (Note 4) 24,000 24,000 24,000
-------- -------- --------
Total expenses 157,283 121,304 685,614
-------- -------- --------
Net income(loss) $ 42,165 $(94,766) $102,519
======== ======== ========
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION II
Statements of Shareholder's Equity
Years ended December 31, 1996, 1995 and 1994
<CAPTION>
Common Stock Additional Total
Number of Par Paid-in Retained Shareholder's
Shares Value Capital Earnings Equity
<S> <C> <C> <C> <C> <C>
Balance at
January 1, 1994 349,000 $3,490 $445,510 $1,170,726 $1,619,726
Net income - - - 102,519 102,519
------- ------ -------- ---------- ----------
Balance at
December 31, 1994 349,000 3,490 445,510 1,273,245 1,722,245
Shareholder
distributions - - (445,510) (741,690) (1,187,200)
Net loss - - - (94,766) (94,766)
------- ------ -------- ---------- ---------
Balance at
December 31, 1995 349,000 3,490 - 436,789 440,279
Shareholder
distributions - - - (40,000) (40,000)
Net income - - - 42,165 42,165
------- ------ -------- --------- ---------
Balance at
December 31, 1996 349,000 $3,490 $ - $ 438,954 $ 442,444
======= ====== ======== ========== ==========
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
FUND AMERICA INVESTORS CORPORATION II
STATEMENTS OF CASH FLOWS
<CAPTION>
Years ended December 31,
-------------------------------------
1996 1995 1994
--------- ---------- ----------
<S> <C> <C> <C>
Net cash flows from operating
activities:
Net income(loss) $ 42,165 $(94,766) $ 102,519
Adjustments to reconcile net
income to net cash from
operating activities:
Amortization of deferred
offering costs 119,900 45,719 59,575
Amortization of
organization costs 635 635 636
Changes in operating assets
and liabilities:
Accounts receivable - - 139,064
Accrued interest receivable - 285 (285)
Accounts payable (94) (109,081) (653,743)
Prepaid expenses (163) - -
-------- -------- ----------
Net cash provided by(used in)
operating activities 162,443 (157,208) (352,234)
Cash flows provided by(used in)
investing activities:
Additions to deferred
offering costs (14,185) (8,042) (354,413)
Recovery of deferred offering
cash from issuer 41,866 - -
--------- -------- --------
Net cash provided by(used in)
investing activities 27,681 (8,042) (354,413)
Cash flows used in financing
activities -
shareholder distributions (40,000) (1,187,200) -
-------- ----------- ---------
Net increase (decrease) in cash
and cash equivalents 150,124 (1,352,450) (706,647)
Cash and cash equivalents
at beginning of year 40,450 1,392,900 2,099,547
-------- --------- ----------
Cash and cash equivalents
at end of year $190,574 $ 40,450 $1,392,900
======== ========= ==========
See notes to financial statements
</TABLE>
<PAGE>
FUND AMERICA INVESTORS CORPORATION II
Notes to Financial Statements
Note 1. The Company
Fund America Investors Corporation II (the "Company") was incorporated in
the State of Delaware on December 14, 1992 as a limited purpose finance
corporation. The Company was established to engage in activities relating to
mortgage loans or mortgage loan certificates including other securities which
are backed by mortgage loans further referred to as (the "Collateral"). Among
the authorized business activities, the main focus is the issuance of bonds,
in one or more series of mortgage pass-through certificates further referred
to as (the "Bonds"), which are secured by the Collateral. To issue these
bonds, the Company may acquire, hold, sell or pledge the Collateral, but
typically these activities are transacted by beneficially owned trusts created
by the Company.
The Company will not either directly or indirectly through a
beneficially owned trust engage in any business or investment activity other
than, (i) issuing and selling the Bonds; (ii) investing cash balances on an
interim basis in high quality short-term securities; (iii) purchasing, owning,
holding, pledging or selling the Collateral or other mortgage-related
assets; and (iv) engaging in other activities which are necessary or
convenient to accomplish the foregoing and are incidental thereto.
Note 2. Summary of Significant Accounting Policies
In connection with the issuance of Bonds, the Company generally will
enter into a purchase agreement ("Purchase Agreement") with the seller of the
Mortgage Assets or the Collateral. The Collateral is simultaneously conveyed
by the Company to the trust issuing the Bonds pursuant to a pooling and
servicing agreement ("Pooling Agreement"). Consequently, the purchase price
for the Collateral payable to the seller is netted out from the proceeds
realized from the sale of the Bonds. Accordingly, the Company's financial
statements reflect the net result of the issuance and not the gross amounts
attributable to the purchase price of the Collateral and the sales proceeds
from the issuance of the Bonds.
Costs of registering securities are deferred. As the Bonds are issued
from the registered securities, costs are charged to operations. The charge
is based on the ratio of bonds issued to securities registered but previously
unissued.
Fees from the Bond issuance transactions are recognized as revenue when
the transactions close. All expenses of the transaction, including a portion
of deferred offering costs, are charged to operations.
For purposes of reporting cash flows, cash and cash equivalents include
demand deposit accounts.
Certain organizational costs incurred by the Company have been deferred
and are being charged to operations over a period of five years.
Net income per share is not presented, as all shares of common stock are
held by a sole shareholder.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements, and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
SFAS No. 107 "Disclosure About Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet. The Company's financial
instruments include: cash and cash equivalents, and accounts payable. The
carrying amount of these assets and liabilities approximates their fair
value.
<PAGE>
Effective January 1, 1996 the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to be Disposed Of" ("SFAS No. 121"). SFAS No.
121 requires companies to evaluate long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. If a long-lived asset is identified as
impaired, the value of the asset must be reduced to its fair value. The
Company's deferred offering costs are considered long-lived assets under this
pronouncement. The adoption of SFAS No. 121 did not result in any financial
statement impact.
Effective January 1, 1997, the Company will adopt the provisions of SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", as it relates to securitization of mortgage
loans, mortgage backed securities and other mortgage collateral. There will
be no effect on financial position or results of operations when SFAS No. 125
is adopted. Also, the Company does not expect SFAS No. 125 to change the
accounting for future securitization issuances, to the extent such issuances
are structured similarly to past transactions.
Note 3. Income Taxes
Under S Corporation guidelines of the Internal Revenue Code, the Company
has elected to be treated substantially as a partnership for income tax
purposes. As a result, the sole shareholder reports any taxable income or
loss of the Company on his individual tax return. Accordingly, no provision
for federal income taxes has been recorded in the financial statements.
Note 4. Related Party Transactions
The Company has engaged in various related party transactions as
discussed below. Accordingly, the accompanying financial statements are not
necessarily indicative of the financial position that would exist or the
results of operations that would have occurred if the transactions had been
with unaffiliated entities.
The sole shareholder of the Company is also the sole shareholder,
President and Director of The Chotin Group Corporation and Fund America
Management Corporation ("FAMC"). On January 1, 1993, the Company entered into
a Management Agreement with The Chotin Group Corporation (the "Facilities
Manager"). This agreement remains in force until written termination of the
agreement is presented by either party. As of December 31, 1996, no such
notice of termination has been given or received by the Company. Under the
terms of the agreement, the Facilities Manager is required to provide
facilities use and other services necessary for the Company to manage its
business affairs. The management fees paid during each of the three years
ended December 31, 1996 were $24,000.
The Company has a Master Repurchase Agreement with National Mortgage
Corporation, an affiliated company by common control. Any repurchase balances
are reported as a cash equivalent. As of December 31, 1996, there were no
repurchase balances. The agreement allows the Company to purchase secured
interests in residential mortgage loans at 95% of par value. Such purchase
obligates NMC to repurchase the interest at 95% of par value plus interest
calculated on the par value at the rate of one month LIBOR plus 2%.
<PAGE>
<TABLE>
Note 5. CMO Information
At December 31, 1996 and 1995, the outstanding principal balance of the
Certificates and the amount of publicly and privately issued securities were
as follows:
<CAPTION>
1996
- -----------------------------------------------------------------------------
Total Publicly Privately
Series Certificates Issued Issued
- ------- ------------ ------------ ------------
<S> <C> <C> <C>
1993-A $145,836,532 $139,958,774 $ 5,877,758
1993-B 35,102,904 30,759,839 4,343,065
1993-C 226,780,034 226,780,034 -
1993-E 91,332,184 83,415,455 7,916,729
1993-F 17,371,076 17,371,076 -
1993-H 16,073,840 15,617,753 456,087
1993-J 59,447,223 56,515,835 2,931,388
1993-K 10,000 - 10,000
1994-A 15,721,585 14,490,388 1,231,197
1996-A 238,030,751 238,030,751 -
------------ ------------ ------------
Total $845,706,129 $822,939,905 $22,766,224
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
1995
- -----------------------------------------------------------------------------
Total Publicly Privately
Series Certificates Issued Issued
- ------ ------------- ------------ ------------
<S> <C> <C> <C>
1993-A $170,668,486 $163,498,436 $ 7,170,050
1993-B 43,877,985 39,222,927 4,655,058
1993-C 241,467,886 241,467,886 -
1993-E 124,825,012 116,266,863 8,558,149
1993-F 21,846,219 21,846,219 -
1993-J 93,432,091 89,980,772 3,451,319
1993-H 22,847,157 21,764,727 1,082,430
1993-K 10,000 - 10,000
1994-A 26,413,605 24,834,225 1,579,380
------------ ------------ ------------
Total $745,388,441 $718,882,055 $ 26,506,386
============ ============ ============
</TABLE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name Position Age
Steven B. Chotin Director, Chairman, Chief Executive Officer
and President 49
Howard J. Glicksman Director, Vice President and Assistant Secretary 51
M. Garrett Smith Director 35
Helen M. Dickens Director, Vice President and Secretary 43
Kenneth S. Birnbaum Vice President 52
Steven B. Chotin, 49, has been a Director and the Chairman, Chief
Executive Officer and President of the Company since its inception. Mr.
Chotin has been President of The Chotin Group Corporation, a financial
service firm, since July 1984. Mr. Chotin may be deemed to be a "promoter"
within the meaning of Rule 405 under the Securities Act of 1933, as
amended (the "Act").
Howard J. Glicksman, 51, has been a Director of the Company since 1995,
Vice President since 1993 and Assistant Secretary since 1992. Mr. Glicksman
has been Vice President since 1993, Assistant Secretary and General Counsel
since 1989 of The Chotin Group Corporation. Prior to joining The Chotin Group
Corporation, Mr. Glicksman was a partner in the Denver, Colorado law firm of
Glicksman, Woodrow & Shaner. He currently holds bar and association
memberships in Colorado and New York.
M. Garrett Smith,CFA, 35, is currently Vice President - Corporate
Acquisitions of MESA Inc. Mr. Smith has been associated with MESA Inc's top
financial group for seven and half years, most recently serving as Vice
President - Financial Planning. Previously Mr. Smith was a partner with BTC
Partners, a financial consultant to MESA, Inc.
Helen M. Dickens, 43, has been a Director of the Company since 1995,
Vice President and Secretary of the Company since 1992. Ms. Dickens is also
Vice President and Chief Operations Officer of The Chotin Group Corporation,
positions she has held since 1989. Ms. Dickens served as Assistant Corporate
Secretary and Administrative Assistant to the Chairman of the Board and
President of Uniwest Financial Corp., a non-diversified savings and loan
company.
Kenneth S. Birnbaum, 52, has been Vice President of the Company since
1993. Mr. Birnbaum is Vice President of The Chotin Group Corporation, a
position he has held since 1990. He is also the Manager of The Chotin Group
Corporation's Washington, D.C., office. Prior to joining The Chotin Group
Corporation, Mr. Birnbaum was General Counsel of Bracy Williams & Company,
a government affairs firm specializing in advising corporations on federal,
financial, energy and transportation-related legislative and administrative
matters. He is currently a member of the bar of the District of Columbia.
Directors and Executive Officers are elected annually for a one year
term.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
As of December 31, 1996, no executive officer had received any
compensation exceeding $100,000.
The Company has not paid any compensation pursuant to plans or any other
compensation arrangement. The Company pays its outside director a monthly fee
of $150.00. No other officers or directors receive any compensation for their
services.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Amount and
Nature of Percent
Title Beneficial of
of Class Name and Address of Beneficial Owner Ownership (1) Class
- --------- ------------------------------------ ------------- -------
Common Steven B. Chotin 349,000 100%
6400 S. Fiddler's Green Circle
Suite 1200
Englewood, CO 80111
(1) Amount of such shares with respect to which persons indicated have the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under
the Securities Exchange Act of 1934: Zero.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sole shareholder of the Company is also the sole shareholder,
President and Director of The Chotin Group Corporation. On January 1, 1993,
the Company entered into a Management Agreement with The Chotin Group
Corporation (the "Facilities Manager"). This agreement remains in force until
written termination of the agreement is presented by either party. As of
December 31, 1996, no such notice of termination has been given or received by
the Company. Under the terms of the agreement, the Facilities Manager is
required to provide facilities use and other services necessary for the
Company to manage its business affairs. The annual fee for the services is
$24,000.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
( a )(1) Financial Statements
- Independent Auditors' Report
- Balance Sheets at December 31, 1996 and 1995
- Statements of Operations for the Years Ended December 31,
1996, 1995 and 1994
- Statements of Shareholder's Equity for the Years Ended
December 31, 1996, 1995 and 1994
- Statements of Cash Flows for the Years Ended December 31,
1996, 1995 and 1994
- Notes to Financial Statements for the Years Ended December 31,
1996, 1995 and 1994
( a )(2) Financial Statement
The financial statement schedules have been omitted because
they are inapplicable.
( b ) Reports on Form 8-K
(1) Form 8-K dated April 25, 1996, issuance of 1996-A
( c ) Exhibits
Exhibit 27. Financial Data Schedule
<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.
FUND AMERICA INVESTORS CORPORATION II
(Registrant)
Date March 31, 1997 By:________________________________________
Helen M. Dickens
Vice President
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.
/s/ Steven B. Chotin Director, Chairman, Chief Executive March 31, 1997
Steven B. Chotin Officer and President
(Principal Executive Officer)
/s/ Helen M. Dickens Director, Vice President and
Helen M. Dickens Treasurer (Principal Financial
Officer) March 31, 1997
/s/ Howard J. Glicksman Director, Vice President and March 31, 1997
Howard J. Glicksman Assistant Secretary
/s/ Garrett Smith Director March 31, 1997
Garrett Smith
/s/ Kenneth S. Birnbaum Vice President March 31, 1997
Kenneth S. Birnbaum
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
Since the Company has a sole shareholder, the Company has not sent and
will not send an annual report or proxy material to its shareholder.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 190574
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 190737
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 442444
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 3490
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 442444
<SALES> 0
<TOTAL-REVENUES> 199448
<CGS> 0
<TOTAL-COSTS> 157283
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 42165
<INCOME-TAX> 0
<INCOME-CONTINUING> 42165
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42165
<EPS-PRIMARY> 1<F1>
<EPS-DILUTED> 1<F1>
<FN>
<F1>Not presented since all shares of common stock are held by
a sole shareholder.
</FN>
</TABLE>
