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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1997
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 NUMBER: 33-68930
CMC SECURITIES CORPORATION II
(Exact name of Registrant as specified in its Charter)
DELAWARE 75-2473215
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2711 NORTH HASKELL AVENUE 75204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 874-2323
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 DOCUMENTS AND
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
REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST
OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K
---
AT MARCH 31, 1998 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS: NOT APPLICABLE.
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 REDUCED DISCLOSURE
FORMAT.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 21, 1998: 1,000
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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CMC SECURITIES CORPORATION II
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
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PAGE
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PART I
<S> <C> <C>
ITEM 1. THE COMPANY........................................................................ 1
ITEM 2. PROPERTIES......................................................................... 1
ITEM 3. LEGAL PROCEEDINGS.................................................................. 1
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.................................................. 2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................................ 2
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.............................................. 2
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT................................................................... 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.............................................................. 3
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PART I
ITEM 1. THE COMPANY.
CMC Securities Corporation II (the "Company") was incorporated in Delaware on
January 4, 1993 as a limited-purpose finance corporation and is wholly-owned by
Capstead Holdings, Inc. ("CHI"), a subsidiary of Capstead Mortgage Corporation
("CMC"). CHI was formed in 1997 in part to hold CMC's interest in the Company
and Capstead Inc. Prior to the formation of CHI, the Company was owned by
Capstead Inc.
The Company was formed primarily for the purpose of issuing publicly-offered
multi-class, mortgage pass-through certificates ("MPCs") that evidence ownership
interests in trust funds owning pools of mortgage loans secured by single-family
residences purchased by the trust funds from the Company. On March 30, 1993 the
Securities and Exchange Commission declared effective an amended registration
statement filed by the Company covering the offering of a maximum of $2 billion
aggregate principal amount of MPCs, issuable from time to time in series.
Another registration statement was filed in September 1993 with a September 27,
1993 effective date covering the offering of another $2 billion of MPCs. The
Company issued its first MPC (MPC series 1993-2A) on May 28, 1993. As of
December 31, 1997 the Company had issued 13 MPCs (MPC Series 1993-2A through
1996-C) totaling $2,960,389,000, including $217,199,000 of privately-placed
MPCs.
ITEM 2. PROPERTIES.
The Company's operations are conducted primarily in Dallas, Texas on properties
leased by CMC.
Each series of MPCs issued by the Company represents in the aggregate the entire
beneficial interest in a trust (collectively, for all such series, the "Trusts")
consisting primarily of a segregated pool of single-family first mortgage loans.
For each servicer of mortgage loans owned by the Trusts, the Company will
furnish an Officer's Certificate of the Servicer with regard to such servicer's
compliance with the terms of the Security Agreement.
Listing of Officer's Certificates of the Servicers............ See Exhibit 99.3
ITEM 3. LEGAL PROCEEDINGS.
As of the date hereof, there are no material legal proceedings outside the
normal course of business to which the Company was a party or of which any of
its property was the subject.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
All of the Company's common stock is owned by CHI. Accordingly, there is no
public trading market for its common stock. Presently, there is no established
trading market for the Company's MPCs. Holders of record for the Company's
publicly-offered MPCs are as follows:
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MPC SERIES HOLDERS OF RECORD
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<S> <C>
1993-2A 11
1993-2B 2
1993-2C 5
1993-2D 5
1993-2E 4
1993-2F 2
1993-2G 4
1993-2H 2
1993-2I 2
1995-A 3
1996-A 3
1996-B 2
1996-C 2
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47
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</TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Listing of Officer's Certificates of the Servicers........ See Exhibit 99.3
Listing of Independent Accountants Reports on Servicer's
Servicing Activities................................... See Exhibit 99.4
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Security Ownership of Certain
Beneficial Owners and Management....................... See Exhibit 99.2
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
1. Financial Statements:
Listings of Officer's Certificates of the Servicers and Independent
Accountants Reports on Servicer's Activities. Actual copies of such
Certificates and reports are available upon request.
2. Financial statement schedules: None.
3. Exhibits:
EXHIBIT
NUMBER
3.1 Certificate of Incorporation of CMC Securities Corporation
II(2)
3.2 Bylaws of CMC Securities Corporation II(2) 4.1 Standard
Provisions for Pooling and Administration Agreement(2)
4.2 Pooling and Administration Agreement (Series Provisions)(2)
10.1 Representative Form(s) of Mortgage Note(s)(4)
10.2 Representative Form of Mortgage(4)
10.3 Specimen of Mortgage Pool Insurance Policy(2)
10.4 Specimen of Special Hazard Insurance Policy(2)
10.5 Specimen of Primary Mortgage Insurance Policy(4)
10.6 Specimen of Standard Hazard Insurance Policy(4)
10.7 Specimen of Bankruptcy Bond(2)
10.8 Form of Servicing Agreement(2)
10.9 Form of Loan Sale Agreement(2)
10.10 Form of Agreement with Clearing Agency(2)
99.1 Forms of Prospectus Supplement(3)
99.2 Security Ownership of Certain Beneficial Owners and
Management*
99.3 Listing of Officer's Certificates of the Servicers*
99.4 Listing of Independent Accountants Reports on Servicer's
Servicing Activities*
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(1) Previously filed with the Commission as an exhibit to the Company's
Registration Statement on Form S-11 (No. 33-6830) as of September
16, 1993.
(2) Previously filed with the Commission as an exhibit to the Company's
Registration Statement on Form S-11 (No. 33-56778) as of January 7,
1993.
(3) Previously filed with the Commission as an exhibit to Amendment No.
1 to the Company Registration Statement on Form S-11 (No. 33-56778)
as of March 8, 1993.
(4) Previously filed with the Commission as an exhibit to Amendment No.
2 to the Company's Registration Statement on Form S-11 (33-56778) as
of March 26, 1993.
* Filed herewith.
(b) Reports on Form 8-K:
Current Reports on Form 8-K dated October 27 and December 19, 1997,
regarding monthly distributions of principal and interest made with
respect to the outstanding REMIC Pass-Through Certificates on
September 25 and October 25, 1997, respectively, (Item 5).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CMC SECURITIES CORPORATION II
REGISTRANT
Date: March 13, 1998 By: /s/ ANDREW F. JACOBS
--------------------------------
Andrew F. Jacobs
Senior Vice President-Control,
Treasurer and Secretary
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 indicated below and on the dates indicated.
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/s/ RONN K. LYTLE Chairman, Chief March 13, 1998
- ------------------------------- Executive Officer
(Ronn K. Lytle) and Director
/s/ ANDREW F. JACOBS Senior Vice President- March 13, 1998
- ------------------------------- Control, Treasurer
(Andrew F. Jacobs) and Secretary
/s/ MAURICE MCGRATH Director March 20, 1998
- -------------------------------
(Maurice McGrath)
</TABLE>
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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.
No annual report or proxy material has been sent to security holders.
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<TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Certificate of Incorporation of CMC Securities Corporation
II(2)
3.2 Bylaws of CMC Securities Corporation II(2) 4.1 Standard
Provisions for Pooling and Administration Agreement(2)
4.2 Pooling and Administration Agreement (Series Provisions)(2)
10.1 Representative Form(s) of Mortgage Note(s)(4)
10.2 Representative Form of Mortgage(4)
10.3 Specimen of Mortgage Pool Insurance Policy(2)
10.4 Specimen of Special Hazard Insurance Policy(2)
10.5 Specimen of Primary Mortgage Insurance Policy(4)
10.6 Specimen of Standard Hazard Insurance Policy(4)
10.7 Specimen of Bankruptcy Bond(2)
10.8 Form of Servicing Agreement(2)
10.9 Form of Loan Sale Agreement(2)
10.10 Form of Agreement with Clearing Agency(2)
99.1 Forms of Prospectus Supplement(3)
99.2 Security Ownership of Certain Beneficial Owners and
Management*
99.3 Listing of Officer's Certificates of the Servicers*
99.4 Listing of Independent Accountants Reports on Servicer's
Servicing Activities*
</TABLE>
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(1) Previously filed with the Commission as an exhibit to the Company's
Registration Statement on Form S-11 (No. 33-6830) as of September
16, 1993.
(2) Previously filed with the Commission as an exhibit to the Company's
Registration Statement on Form S-11 (No. 33-56778) as of January 7,
1993.
(3) Previously filed with the Commission as an exhibit to Amendment No.
1 to the Company Registration Statement on Form S-11 (No. 33-56778)
as of March 8, 1993.
(4) Previously filed with the Commission as an exhibit to Amendment No.
2 to the Company's Registration Statement on Form S-11 (33-56778) as
of March 26, 1993.
* Filed herewith.
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EXHIBIT 99.2
CMC SECURITIES CORPORATION II
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(EXCLUDES PRIVATELY-OFFERED MPCS TOTALING $217,198,748 AT ISSUANCE)
<TABLE>
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AMOUNT OF BENEFICIAL
MPC SERIES NAME AND ADDRESS OWNERSHIP PERCENTAGE
REFERENCE OF BENEFICIAL OWNER PRINCIPAL AT 2/25/98) OF SERIES
- --------------- ------------------------------------ --------------------- ----------
<S> <C> <C> <C>
1993-2A Cede & Co. $53,646,080 94.5926%
P.O. Box 20
Bowling Green Station
New York, NY 10274
1993-2B Cede & Co. $47,153,849 100.0000%
(see above)
1993-2C Cede & Co. $20,886,851 17.5479%
(see above)
Teachers Insurance & Annuity $97,539,861 81.9474%
Association of America
Securities Division, Mail Stop 41
730 Third Avenue 3rd Floor
New York, NY 10017
CMI Investors 3LP $9,999,000 8.4006%
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, Texas 75240
1993-2D Cede & Co. $73,272,519 96.2252%
(see above)
1993-2E Cede & Co. $183,751,174 99.0496%
(see above)
1993-2F Cede & Co. $59,182,922 100.0000%
(see above)
1993-2G Cede & Co. $51,740,147 30.3821%
(see above)
Teachers Insurance & Annuity $117,555,009 69.0288%
Association of America
(see above)
1993-2H Cede & Co. $79,721,630 100.0000%
(see above)
1993-2I Cede & Co. $110,020,709 100.0000%
(see above)
1995-A Cede & Co. $73,518,918 100.0000%
(see above)
1996-A Cede & Co. $57,717,619 100.0000%
(see above)
1996-B Cede & Co. $125,329,867 100.0000%
(see above)
1996-C Cede & Co. $116,834,071 99.9999%
(see above)
</TABLE>
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EXHIBIT 99.3
CMC SECURITIES CORPORATION II
LISTING OF
OFFICER'S CERTIFICATES OF THE SERVICERS
<TABLE>
<CAPTION>
DATE OF
SERVICER CERTIFICATE
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<S> <C>
American City Mortgage Corporation N/A
BB&T Financial Corporation (BB&T Mortgage) July 16, 1997
Capstead Mortgage Corporation April 8, 1997
Citfed Mortgage Corporation of America July 1, 1997
Colonial Savings, F.A. December 31, 1996
Fleet Mortgage Group Inc. December 9, 1997
First Commercial Mortgage Corporation N/A
First Federal Savings Bank of America N/A
First Nationwide Mortgage Corporation March 7, 1997
GE Capital Mortgage Services, Inc. March 25, 1997
GMAC Mortgage Corporation N/A
LaSalle Home Mortgage Corporation N/A
Matrix Financial Services Corporation July 8, 1997
Mercantile Bank N.A. March 21, 1997
M&T Mortgage Corporation N/A
NationsBanc Mortgage Corporation January 29, 1997
NF Investments N/A
ML Bancorp, Inc. April 22, 1997
Mitchell Mortgage Company April 17, 1997
Navy Federal Credit Union March 7, 1997
Old Kent Mortgage Services, Inc. March 31, 1997
Standard Mortgage Corporation N/A
Southwest Bancorp, Inc. (Stillwater National Bank & Trust) July 7, 1997
Universal American Mortgage Company March 17, 1997
Western Financial Savings Bank, F.S.B. March 27, 1997
York Financial Corp. August 19, 1996
</TABLE>
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EXHIBIT 99.4
CMC SECURITIES CORPORATION II
LISTING OF
INDEPENDENT ACCOUNTANTS REPORTS
ON SERVICER'S SERVICING ACTIVITIES
<TABLE>
<CAPTION>
SERVICER DATE OF REPORT
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<S> <C>
SERVICER
American City Mortgage Corporation N/A
BB&T Financial Corporation (BB&T Mortgage) N/A
Capstead Mortgage Corporation January 21, 1998
Citfed Mortgage Corporation of America May 19, 1997
Colonial Savings, F.A. November 26, 1997
Fleet Mortgage Group Inc. March 7, 1997
First Commercial Mortgage Corporation N/A
First Federal Savings Bank of America N/A
First Nationwide Mortgage Corporation March 7, 1997
GE Capital Mortgage Services, Inc. January 21, 1997
GMAC Mortgage Corporation February 28, 1997
LaSalle Home Mortgage Corporation January 28, 1997
Matrix Financial Services Corporation March 6, 1997
Mercantile Bank N.A. March 7, 1997
Mitchell Mortgage Company February 21, 1997
M&T Mortgage Corporation March 21, 1997
NationsBanc Mortgage Corporation January 29, 1997
NF Investments N/A
ML Bancorp, Inc. April 22, 1997
Navy Federal Credit Union February 1, 1997
Old Kent Mortgage Services, Inc. January 15, 1997
Standard Mortgage Corporation N/A
Southwest Bancorp, Inc. (Stillwater National Bank & Trust) January 27, 1997
Universal American Mortgage Company January 13, 1997
Western Financial Savings Bank, F.S.B. January 28, 1997
York Financial Corp. September 11, 1997
</TABLE>
