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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Date of Report (Date of Earliest Event Reported): April 26, 1996
MAIN PLACE FUNDING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-82040 75-2547042
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
1201 Main Street, 29th Floor, Dallas, Texas 75202
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(Address of Principal Executive Offices) (Zip Code)
(214) 743-9999
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(Registrant's Telephone Number, including Area Code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Effective May 20, 1996, NationsBank, N.A. (South) ("NationsBank South")
acquired all of the outstanding stock of the registrant from NationsBank of
Texas, N.A. ("NationsBank Texas") for cash totaling approximately $303 million.
The registrant, NationsBank South and NationsBank Texas are indirect, wholly-
owned subsidiaries of NationsBank Corporation.
ITEM 5. OTHER EVENTS.
On April 26, 1996, the registrant borrowed $1.1 billion under a subordinated
note from NationsBank Texas (the "April 1996 note"). The proceeds from the
April 1996 note were used to repay a subordinated note dated October 2, 1994
with NationsBank Texas (the "October 1994 note"), to pay a cash dividend to
NationsBank Texas and to return capital to NationsBank Texas. Repayment of the
October 1994 note, dividends paid and capital returned were $594 million, $18
million and $499 million, respectively. The April 1996 note bears interest at a
floating rate based on the 3-month LIBOR. The April 1996 note matures on
September 25, 1999 and is subordinated to all of the registrant's senior debt.
The registrant may repay amounts, from time to time, owed under the April 1996
note from funds which are not subject to the lien of any indenture relating to
any senior debt.
ITEM 7. EXHIBITS.
Exhibit No. Description of Exhibit
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2.1 Stock Purchase Agreement dated as of
May 20, 1996, between NationsBank of
Texas, N.A. and NationsBank, N.A. (South)
10.1 Subordinated Note dated April 26, 1996 between
the registrant and NationsBank of Texas, N.A.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MAIN PLACE FUNDING CORPORATION
By: /s/ Joe L. Price
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Joe L. Price
Senior Vice President--Accounting
Dated: May 20, 1996
3
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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2.1 Stock Purchase Agreement dated as of
May 20, 1996, between NationsBank of
Texas, N.A. and NationsBank, N.A. (South)
10.1 Subordinated Note dated April 26, 1996
between the registrant and NationsBank
of Texas, N.A.
4
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STOCK PURCHASE AGREEMENT (Exhibit 2.1)
THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated as of May 20,
1996, between NationsBank of Texas, N.A. a national banking association
("NationsBank Texas") and NationsBank, N.A. (South), a national banking
association ("NationsBank South"), (the foregoing sometimes hereinafter being
referred to collectively as the "Parties");
WITNESSETH:
WHEREAS, the Parties desire that NationsBank South acquire the
outstanding capital stock of Main Place Funding Corporation, a Delaware
corporation (the "Corporation") from NationsBank Texas; and
WHEREAS, the Parties desire to provide for certain undertakings,
conditions, warranties, representations, and covenants in connection with this
transaction;
NOW, THEREFORE, in consideration of the premises, and of the
covenants, terms and conditions hereinafter set forth, the Parties agree as
follows:
ARTICLE I
NationsBank Texas's Representations and Warranties
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(a) NationsBank Texas is a corporation duly organized and validly
existing in good standing under the laws of the United States of America, and
has the power to execute, deliver and perform its duties under this Agreement.
(b) NationsBank Texas is the owner of all of the outstanding capital
stock of the Corporation, constituting one hundred (100) shares of Common Stock
of the Corporation. Such shares are now and will be at the Closing Date (as
defined below) validly issued, fully paid and non-assessable; and NationsBank
Texas will at the Closing Date have full legal right, power and authority to
sell, assign and transfer the stock to NationsBank South without encumbrance or
restriction.
(c) There are no outstanding options, warrants or other rights to
acquire stock of the Corporation.
(d) NationsBank Texas has no knowledge of any charter, bylaw,
mortgage, lien, lease, agreement, instrument, order, claim, judgment or decree,
or any other restriction of any kind or character, which materially or adversely
affects the business or condition of the Corporation or any of its assets or
property, or which would prevent the execution of this Agreement or prevent or
make unduly burdensome consummation of the transaction provided for in this
Agreement by either of the Parties, except as otherwise identified in this
Agreement.
(e) NationsBank Texas has no knowledge of any present or threatened
legal action or other proceedings, or any investigation with respect to any
change concerning a violation of federal, state or local law or administrative
regulations in respect to the business of the Corporation.
(f) At the time of the purchase and sale contemplated by this
Agreement, the Corporation owns no "Low Quality Asset" as that term is defined
in Section 23A of the Federal Reserve Act.
ARTICLE II
NationsBank South's Representations and Warranties
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(a) NationsBank South is a corporation duly organized and validly
existing in good standing under the laws of the United States of America, and
has the power to execute, deliver and perform its duties under this Agreement.
(b) NationsBank South has no knowledge of any charter, bylaw,
mortgage, lien, lease, agreement, instrument, order, claim, judgment or decree,
or any other restriction of any kind or character, which would prevent the
execution of this Agreement or prevent or make unduly burdensome consummation of
the transaction provided for in this Agreement by either of the Parties, except
as otherwise identified in this Agreement.
ARTICLE III
Purchase Price
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(a) Subject to the representations, warranties and agreements herein
contained, NationsBank Texas agrees to sell, assign and transfer to NationsBank
South, and NationsBank South agrees to purchase from NationsBank Texas one
hundred (100) shares of Common Stock of the Corporation for an aggregate
purchase price of $301,347,000.00.
(b) The closing of the transaction covered by this Agreement shall be
held not later than June 30, 1996, on such day and at such place and time as the
Parties shall determine ("Closing Date").
(c) On the Closing Date, NationsBank South shall deliver a check, or
make a wire transfer, in the full amount of the purchase price to NationsBank
Texas and NationsBank Texas shall deliver to NationsBank South one certificate
representing one hundred (100) shares of Common Stock of the Corporation duly
endorsed for transfer by NationsBank Texas.
ARTICLE IV
Conditions Precedent to Parties' Obligations
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(a) The Parties will apply for and obtain approvals from such
regulatory authorities as the Corporation or the Parties may deem necessary to
properly effect the change in ownership of the stock of the Corporation. All
necessary regulatory approvals must be received prior to the Closing Date.
(b) The representations and warranties contained in Articles I and II
of this Agreement shall be true on and as of the Closing Date with the same
effect as if made on and as of such date.
ARTICLE V
Miscellaneous
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(a) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together constitute one and the same instrument.
(b) This Agreement shall be binding upon and inure to the benefit of
the assigns and successors in interest to the Parties.
(c) This Agreement represents the entire agreement between the
Parties with respect to the subject matter covered, and cannot be supplemented
or altered except by written agreement of the Parties.
(d) All notices and other communications pursuant to this Agreement
shall be in writing and sufficient if delivered personally, or sent by
registered or certified mail, postage prepaid, to the following persons and
addresses:
If to NationsBank Texas, to:
NationsBank of Texas, N.A.
901 Main Street
Dallas, Texas 75202
Attention: John E. Mack
If to NationsBank South, to:
NationsBank, N.A. (South)
600 Peachtree Street, NE
Atlanta, Georgia 30308
Attention: Joe L. Price
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to
be executed on its behalf by its duly authorized representatives as of the day
and year first above written.
NATIONSBANK OF TEXAS, N.A.
By: /s/ John E. Mack
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John E. Mack
Its: Senior Vice President
NATIONSBANK, N.A. (SOUTH)
By: /s/ Joe L. Price
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Joe L. Price
Its: Senior Vice President
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SUBORDINATED NOTE (Exhibit 10.1)
Charlotte, North Carolina
April 26, 1996
FOR VALUE RECEIVED, the undersigned, Main Place Funding Corporation, a
Delaware corporation (the "Company"), unconditionally promises to pay to the
order of NationsBank of Texas, National Association ("NationsBank Texas") in
lawful money of the United States of America in immediately available funds the
principal amount of $1,110,583,690.70 on September 25, 1999 (the "Maturity
Date"); provided, however, that if the Company's proposed Mortgage-Backed Bonds,
Series 1995-1 (the "Bonds") are then outstanding, payment of the principal
amount hereof shall be deferred until such Bonds are paid in full. The Company
may, at its option, prepay this Note in whole or in part without premium at any
time and from time to time from funds of the Company which are not subject to
the lien of any senior debt).
The undersigned further agrees to pay interest in like money on the unpaid
principal amount hereof from time to time from the date hereof at a rate per
annum equal to the Eurodollar Rate (as defined below) plus fourteen (14) basis
points, on the basis of a 360-day year consisting of twelve 30-day months.
Interest shall be payable in arrears on each March 25, June 25, September 25 and
December 26, commencing December 26, 1995, or in each case, on the following
business day if such day is not a business day (each, an "Interest Payment
Date"), and upon final payment of the unpaid principal amount hereof.
"Eurodollar Rate" means, for any Interest Period (as defined below), the rate
per annum appearing on Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two business days prior to the first day of such Interest Period
for a term comparable to such Interest Period. If for any reason such rate is
not available, the term "Eurodollar Rate" shall mean, for any Eurodollar Loan
for any Interest Period therefor, the rate per annum appearing on Reuters Screen
LIBO Page as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two business days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates. "Interest
Period" means, with respect to any Interest Payment Date, the period from and
including the preceding Interest Payment Date (or, in the case of the Initial
Interest Payment Date, from and including the date hereof) and ending on and
including the day prior to such Interest Payment Date.
This Note is subordinate and junior in right and time of payment to all
"Senior Debt" of the Company, which is any Indebtedness (as defined below) of
the Company and all renewals, extensions, refinancings and refundings thereof,
except any such Indebtedness that expressly provides that it is not senior or
superior in right of payment to this Note. "Indebtedness" is any indebtedness,
whether or not contingent, in respect of borrowed money or evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereto) including the Bonds, whether any such
indebtedness would appear as a liability upon a balance sheet of the Company in
accordance with generally accepted accounting principles.
All scheduled payments of principal and interest in respect of Senior Debt
must be paid before this Note shall be payable, and all scheduled payments of
principal and interest on this Note shall be payable only to the extent that the
Company, after paying all of its accounts payable and other current expenses,
has the funds to make such payments. The Company agrees, and the holder hereof
by accepting this Note agrees, to the subordination provisions herein contained.
Notwithstanding any provisions herein to the contrary, the obligations of the
Company hereunder shall not be recourse to the trust created by the indenture
under which the Bonds will be issued or any assets thereof while they remain
subject to the lien of such indenture.
The holder of this Note, by it acceptance hereof, hereby covenants and
agrees that it will not at any time institute against the Company any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United Stated federal or state bankruptcy or
similar law.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as
of the day and year first above written.
MAIN PLACE FUNDING CORPORATION
By: /s/ John E. Mack
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Name
President & Treasurer
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Title
