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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, 1999
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.)
8401 N CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TX 75225
(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, 1999 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 20, 2000: 1,000
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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CMC SECURITIES CORPORATION II
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PAGE
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PART I
ITEM 1. THE COMPANY................................................. 1
ITEM 2. PROPERTIES.................................................. 2
ITEM 3. LEGAL PROCEEDINGS........................................... 2
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS........................... 3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 3
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE....................... 3
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................ 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K....................................... 4
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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 is managed by CMC (the "Manager").
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 became effective September 27, 1993 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, 1999, 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.
COMPETITION
In issuing securities, the Company competes with other issuers of these
securities and the securities themselves compete with other investment
opportunities available to prospective purchasers.
EMPLOYEES
At December 31, 1999 the Company had no employees. The Manager provides all
executive and administrative personnel required by the Company.
MANAGEMENT AGREEMENT
Pursuant to a Management Agreement, the Manager advises the Company with respect
to its investments and administers the day-to-day operations of the Company. The
Management Agreement is nonassignable except by consent of the Company and the
Manager. The Management Agreement may be terminated without cause at any time
upon 90 days written notice. In addition, the Company has the right to terminate
the Management Agreement upon the happening of certain specified events,
including a breach by the Manager of any provision contained in the Management
Agreement which remains uncured for 30 days after notice of such breach and the
bankruptcy or insolvency of the Manager.
The Manager is at all times subject to the supervision of the Company's Board of
Directors and has only such functions and authority as the Company delegates to
it. The Manager is responsible for the day-to-day operations of the Company and
performs such services and activities relating to the assets and operations of
the Company as may be appropriate. The Manager receives an annual basic
management fee of $10,000 per year for managing the assets pledged to secure
Bonds issued by the Company.
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The Manager is required to pay employment expenses of its personnel (including
salaries, wages, payroll taxes, insurance, fidelity bonds, temporary help and
cost of employee benefit plans), and other office expenses, travel and other
expenses of directors, officers and employees of the Manager, accounting fees
and expenses incurred in supervising and monitoring the Company's investments.
The Company is required to pay all other expenses of operation (as defined in
the Management Agreement).
IMPACT OF YEAR 2000
The Manager took the necessary steps to ensure that its software systems and
applications would not fail or create erroneous results by or at December 31,
1999 ("Year 2000 compliant"). The Manager also took steps to ensure that the
vendors it utilizes and institutions that it interfaces with had also taken the
necessary steps to become Year 2000 compliant. The Company experienced no
material instances of Year 2000 compliance failures.
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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1993-2A 27
1993-2C 4
1993-2D 5
1993-2E 4
1993-2F 2
1993-2G 4
1993-2I 2
1995-A 3
1996-A 3
1996-B 2
1996-C 2
--
58
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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 regarding monthly distributions of principle
and interest made with respect to the outstanding REMIC Pass-Through
Certificates (Item 5) were filed as follows:
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8-K Reports: April 25, 1999 Date Filed: May 19, 1999
May 25, 1999 June 28, 1999
June 25, 1999 September 9, 1999
July 25, 1999 November 23, 1999
August 25, 1999 November 23, 1999
September 25, 1999 December 22, 1999
October 25, 1999 February 9, 2000
November 25, 1999 February 9, 2000
December 25, 1999 February 9, 2000
</TABLE>
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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 24, 2000 By: /s/ ANDREW F. JACOBS
-----------------------------
Andrew F. Jacobs
Executive Vice President-Finance
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 24, 2000
- ------------------------------ Executive Officer
(Ronn K. Lytle) and Director
/s/ ANDREW F. JACOBS Executive Vice President - March 24, 2000
- ------------------------------ Finance
(Andrew F. Jacobs)
/s/ MAURICE MCGRATH Director March 28, 2000
- ------------------------------
(Maurice McGrath)
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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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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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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.
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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)
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AMOUNT OF BENEFICIAL
MPC SERIES NAME AND ADDRESS OWNERSHIP PERCENTAGE
REFERENCE OF BENEFICIAL OWNER (PRINCIPAL AT 2/25/00) OF SERIES
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1993-2A Cede & Co. $ 20,698,958 89.9989%
P.O. Box 20
Bowling Green Station
New York, NY 10004
1993-2C Teachers Insurance & Annuity $ 58,674,983 89.7818%
Association of America
Securities Division, Mail Stop 41
730 Third Avenue, 4th Fl
New York, NY 10017
CMI Investors 3LP $ 6,385,162 9.7703%
1000 Harbor Blvd., 8th Fl
Weehawken, NJ 07087
1993-2D Cede & Co. $ 40,244,207 93.3338%
(see above)
1993-2E Cede & Co. $100,767,602 99.0446%
(see above)
1993-2F Cede & Co. $ 22,247,595 100.0000%
(see above)
1993-2G Teachers Insurance & Annuity $106,341,540 99.5213%
Association of America
(see above)
1993-2I Cede & Co. $ 42,528,726 100.0000%
(see above)
1995-A Cede & Co. $ 29,772,680 100.0000%
(see above)
1996-A Cede & Co. $ 23,680,906 100.0000%
(see above)
1996-B Cede & Co. $ 45,118,499 100.0000%
(see above)
1996-C Cede & Co. $ 38,472,851 99.9997%
(see above)
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EXHIBIT 99.3
CMC SECURITIES CORPORATION II
LISTING OF
OFFICER'S CERTIFICATES OF THE SERVICERS
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DATE OF
SERVICER CERTIFICATE
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American City Mortgage Corporation N/A
Atlantic Mortgage and Investment Corporation August 3, 1998
BB&T Financial Corporation (BB&T Mortgage) March 31, 1998
Charter Mortgage & Investments, Inc. (First Commercial) N/A
Chase Manhattan Mortgage Corporation March 26, 1999
Citfed Mortgage Corporation of America July 10, 1998
Colonial Savings, F.A. December 31, 1998
Companion Servicing Company, L.L.C. August 26, 1998
Crestar Mortgage Corporation February 22, 1999
CU Mortgage Corporation March 26, 1999
First Federal Savings Bank of America N/A
First Nationwide Mortgage Corporation January 22, 1999
First Union Mortgage Corporation August 13, 1998
GE Capital Mortgage Services, Inc. February 8, 1999
GMAC Mortgage Corporation March 31, 1998
LaSalle Home Mortgage Corporation March 29, 1999
M&T Mortgage Corporation February 26, 1999
Matrix Financial Services Corporation March 18, 1999
Mellon Mortgage Company January 22, 1999
Mercantile Bank N.A. March 8, 1999
Mitchell Mortgage Corporation March 20, 1999
ML Bancorp, Inc. April 22, 1997
NationsBanc Mortgage Corporation March 12, 1999
Navy Federal Credit Union March 1, 1999
Old Kent Mortgage Services, Inc. March 31, 1999
Southwest Bancorp, Inc. (Stillwater National Bank & Trust) April 22, 1999
Standard Mortgage Corporation N/A
Town & Country Mortgage Co. N/A
Universal American Mortgage Company March 25, 1999
Western Financial Savings Bank, F.S.B. March 30, 1999
York Financial Corp. September 1, 1999
</TABLE>
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EXHIBIT 99.4
CMC SECURITIES CORPORATION II
LISTING OF
INDEPENDENT ACCOUNTANTS REPORTS
ON SERVICER'S SERVICING ACTIVITIES
<TABLE>
<CAPTION>
DATE OF
SERVICER REPORT
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American City Mortgage Corporation N/A
Atlantic Mortgage and Investment Corporation February 19, 1999
BB&T Financial Corporation (BB&T Mortgage) January 14, 1998
Charter Mortgage & Investments, Inc. (First Commercial) January 17, 1997
Chase Manhattan Mortgage Corporation March 15, 1999
Citfed Mortgage Corporation of America May 22, 1998
Colonial Savings, F.A. November 25, 1998
Companion Servicing Company, L.L.C. February 13, 1998
Crestar Mortgage Corporation January 20, 1999
CU Mortgage Corporation February 26, 1999
First Federal Savings Bank of America N/A
First Nationwide Mortgage Corporation January 22, 1999
First Union Mortgage Corporation March 20, 1998
GE Capital Mortgage Services, Inc. February 8, 1999
GMAC Mortgage Corporation March 25, 1998
LaSalle Home Mortgage Corporation January 25, 1999
M&T Mortgage Corporation February 26, 1999
Matrix Financial Services Corporation March 18, 1999
Mellon Mortgage Company January 22, 1999
Mercantile Bank N.A. March 8, 1999
Mitchell Mortgage Corporation March 14, 1999
ML Bancorp, Inc. March 11, 1999
NationsBanc Mortgage Corporation March 12, 1999
Navy Federal Credit Union January 29, 1999
Old Kent Mortgage Services, Inc. January 12, 1999
Southwest Bancorp, Inc. (Stillwater National Bank & Trust) January 30, 1998
Standard Mortgage Corporation May 8, 1998
Town & Country Mortgage Co. March 5, 1999
Universal American Mortgage Company January 8, 1999
Western Financial Savings Bank, F.S.B. February 5, 1999
York Financial Corp. July 21, 1999
</TABLE>
