SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X
(Mark one)
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 1-2262
COMMERCIAL ASSETS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 84-1240911
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3410 Galena Street, Suite 210 80231
Denver, Colorado (Zip Code)
(Address of Principal Executive
Offices)
Registrant's telephone number, including area code: (303) 614-9410
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
Registered
Common Stock, American Stock Exchange, Inc.
par value $.01 per share
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. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of 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. [ ]
As of February 27, 1998, 10,342,009 shares of Common Stock were
outstanding, and the aggregate market value of the shares (based upon the
closing price of the Common Stock on that date as reported on the American
Stock Exchange, Inc.) held by non-affiliates was approximately $48,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant's 1998 Annual
Meeting of Stockholders are incorporated by reference into Part III of this
Annual Report.
EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Charter of Commercial Assets,
Inc. (the "Registrant"), (incorporated herein by
reference to Exhibit 3.1 to Amendment No. 1 to the
Registrant's Registration Statement on Form 10 (as
amended, the "Form 10") of the Registrant, Commission
File No. 1-22262, filed on August 31, 1993).
3.2 By-laws of the Registrant, (incorporated herein by
reference to Exhibit 3.2 to Amendment No. 1 to the Form
10 of the Registrant, Commission File No. 1-22262, filed
on August 31, 1993).
3.3 Amendment to the By-laws of the Registrant dated as of
January 14, 1997 (incorporated herein by reference to
Exhibit 3.3 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996, Commission
File No. 1-22262, filed on March 24, 1997).
4.1 Form of certificate representing common stock of the
Registrant (incorporated herein by reference to Exhibit
4.2 to the Form 10-Q for the period ended March 31,
1994, of the Registrant, Commission File No. 1-22262,
filed on May 16, 1994).
4.2 Automatic Dividend Reinvestment Plan relating to the
common stock of the Registrant (incorporated herein by
reference to Exhibit 4.2 to Amendment No. 1 to the Form
10 of the Registrant, Commission File No. 1-22262, filed
on August 31, 1993).
10.1 Contribution Agreement, dated as of August 20,
1993, between the Registrant and Asset Investors
(incorporated herein by reference to Exhibit 10.1 to
Amendment No. 1 to the Form 10 of the Registrant,
Commission File No. 1-22262, filed on August 31, 1993).
10.2 Registration Rights Agreement, dated as of August
20, 1993, between the Registrant and Asset Investors
(incorporated herein by reference to Exhibit 10.2 to
Amendment No. 2 to the Form 10 of the Registrant,
Commission File No. 1-22262, filed on September 15,
1993).
10.3* Management Agreement, dated as of January 1, 1995,
between the Registrant and Financial Asset Management
Corporation (incorporated herein by reference to Exhibit
10.3(b) to the Registrant's Quarterly Report on Form
10Q, Commission filed on May 12, 1995).
10.3(a)* Amendment to the Management Agreement dated as
of January 1, 1996 between the Registrant and Financial
Asset Management Corporation (incorporated herein by
reference to Exhibit 10.3(a) to the Registrant's
Quarterly Report on Form 10-Q for the period ended March
31, 1996, Commission File No. 1-22262, filed on May 15,
1996).
10.3(b)* Assignment of the Management Agreement dated as
of April 1, 1996 between Financial Asset Management
Corporation and Financial Asset Management LLC
(incorporated herein by reference to Exhibit 10.3(b) to
the Registrant's Quarterly Report on Form 10-Q,
Commission File No. 1-22262, filed on May 15, 1996).
10.3(c)* Amendment to the Management Agreement dated as of
January 1, 1997, between the Registrant and Financial
Asset Management LLC (incorporated herein by reference
to Exhibit 10.3(c) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996,
Commission File No. 1-22262, filed on March 24, 1997).
10.4* Commercial Assets, Inc. 1993 Stock Option Plan
(incorporated herein by reference to Exhibit 10.4 to
Amendment No. 2 to the Form 10 of the Registrant,
Commission File No. 1-22262, filed on September 15,
1993).
10.4(a)* First Amendment to Commercial Assets, Inc. 1993
Stock Option Plan (incorporated herein by reference to
Exhibit 10.4(a) to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1996, Commission
File No. 1-22262, filed on August 13, 1996).
10.4(b)* Second Amendment to Commercial Assets, Inc.
1993 Stock Option Plan (incorporated herein by reference
to Exhibit 10.4(b) to the Registrant's Quarterly Report
on Form 10-Q for the period ended June 30, 1997,
Commission File No. 1-22262, filed on August 7, 1997).
10.5* Form of Non-Officer Directors Stock Option
Agreement (incorporated herein by reference to Exhibit
99.2 to the Registration Statement on Form S-8,
Registration No. 33-7467B, filed on February 1, 1994).
10.6* Form of Officers Stock Option Agreement (incorporated
herein by reference to Exhibit 99.3 to the Registration
Statement on Form S-8, Registration No. 33-7467B, filed
on February 1, 1994).
10.7* Form of Indemnification Agreement between the
Registrant and each Director of the Registrant
(incorporated herein by reference to Exhibit 10.5 to
Amendment No. 1 to the Form 10 of the Registrant,
Commission File No. 1-22262, filed on August 31, 1993).
10.8 Loan and Security Agreement, dated as of November
29, 1994, between the Registrant and PaineWebber Real
Estate Securities, Inc. (incorporated herein by
reference to Exhibit 10.8 to the Registrant's Annual
Report on Form 10-K, Commission File No. 1-22262, filed
on March 29, 1995).
10.8(a) Amendment to the Loan and Security Agreement,
dated as of August 28, 1995, between the Registrant and
PaineWebber Real Estate Securities, Inc. (incorporated
herein by reference to exhibit 10.8(a) to the
Registrant's Annual Report on Form 10-K, commission File
No. 1-22262, filed on March 28, 1996).
10.8(b) Amendment to the Loan and Security Agreement,
dated as of October 25, 1996, between the Registrant and
PaineWebber Real Estate Securities, Inc. (incorporated
herein by reference to Exhibit 108(b) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, Commission File No. 1-22262,
filed on March 24, 1997).
10.9 Trust Agreement, dated as of November 3, 1997,
between CAX DTR Securitization Corp. and Wilmington
Trust Company (incorporated herein by reference to
Exhibit 10.9 to the Registrant's Current Report on Form
8-K dated November 3, 1997, Commission File No. 1-
22262, filed on November 14, 1997).
10.9(a) Note Purchase Agreement, dated as of November 3,
1997, among Structured Mortgage Trust 1997-2, CAX DTR
Securitization Corp., and PaineWebber Incorporated
Company (incorporated herein by reference to Exhibit
10.9(a) to the Registrant's Current Report on Form 8-K
dated November 3, 1997, Commission File No. 1-22262,
filed on November 14, 1997).
10.9(b) Trust Indenture and Security Agreement, dated as of
November 3, 1997, between Structured Mortgage Trust
1997-2 and LaSalle National Bank, as Indenture Trustee
Company (incorporated herein by reference to Exhibit
10.9(b) to the Registrant's Current Report on Form 8-K
dated November 3, 1997, Commission File No. 1-22262,
filed on November 14, 1997).
10.9(c) Contribution Agreement, dated as of November 3, 1997,
between Commercial Assets, Inc. and CAX DTR
Securitization Corp. Company (incorporated herein by
reference to Exhibit 10.9(c) to the Registrant's Current
Report on Form 8-K dated November 3, 1997, Commission
File No. 1-22262, filed on November 14, 1997).
10.9(d) Securitization Cooperation Agreement, dated as of
November 3, 1997, among CAX DTR Securitization Corp.,
Commercial Assets, Inc., Structured Mortgage Trust
1997-2, and PaineWebber Incorporated Company
(incorporated herein by reference to Exhibit 10.9(d) to
the Registrant's Current Report on Form 8-K dated
November 3, 1997, Commission File No. 1-22262, filed on
November 14, 1997).
10.9(e) Side Letter Agreement, dated as of November 3,
1997, between Commercial Assets, Inc. and PaineWebber
Incorporated Company (incorporated herein by reference
to Exhibit 10.9(e) to the Registrant's Current Report on
Form 8-K dated November 3, 1997, Commission File No.
1-22262, filed on November 14, 1997).
21** List of subsidiaries
23 Independent Auditors' Consent - Ernst & Young LLP.
27 Financial Data Schedule.
* Management contract or compensatory plan or arrangement.
Unless indicated by a **, all exhibits were previously filed.
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.
COMMERCIAL ASSETS, INC.
(Registrant)
Date: March 25, 1999 By /s/Terry Considine
-------------------------
Terry Considine
Chairman of the Board and
Chief Executive Officer
EXHIBIT 21
List of Subsidiaries
1. CAX DTR Securitization Corp.
2. Commercial Assets Finance, Inc.
