<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 Number 33-82040
MAIN PLACE FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2547042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1201 Main Street, 29th Floor, Dallas, Texas 75202
(Address of principal executive offices) (Zip Code)
(214) 743-9999
(Registrant's telephone number, including area code)
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___
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1) (a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
On August 14, 1996, there were 100 shares of the registrant's common stock
outstanding, all of which shares are held by NationsBank, N.A. (South), an
indirect, wholly owned subsidiary of NationsBank Corporation.
<PAGE>
MAIN PLACE FUNDING CORPORATION
INDEX TO FINANCIAL STATEMENTS
Page
Part I. Financial Information
Item 1. Financial Statements:
Balance Sheet on June 30, 1996 and December 31, 1995................ 1
Statement of Income for the Three Months and Six Months Ended
June 30, 1996 and 1995.............................................. 2
Statement of Cash Flows for the Six Months Ended June 30, 1996 and
1995................................................................ 3
Statement of Changes in Shareholder's Equity for the Six Months Ended
June 30, 1996 and 1995.............................................. 4
Notes to Financial Statements....................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 6
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................... 7
Signature................................................................ 8
Index to Exhibits........................................................ 9
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Main Place Funding Corporation
Balance Sheet
(Dollars in Thousands)
<CAPTION>
June 30 December 31
1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents................ $ 81,435 $ 4,870
Securities available for sale............ 79,280 -
Amount due from Trustee.................. 85,985 106,531
Mortgage loans, net of unearned income... 4,498,220 4,523,744
Allowance for credit losses.............. (19,149) (17,805)
Interest receivable...................... 24,052 21,907
Other assets............................. 8,120 9,199
--------------------------------
$ 4,757,943 $ 4,648,446
================================
Liabilities
Accrued expenses......................... $ 32,612 $ 22,137
Mortgage-backed bonds.................... 2,999,443 2,999,342
Subordinated notes....................... 1,339,664 1,320,183
--------------------------------
Total liabilities................... 4,371,719 4,341,662
--------------------------------
Shareholder's Equity
Common stock, $.01 par value:
authorized - 1,000 shares; issued - 100
shares................................. - -
Additional paid-in capital............... 375,861 299,648
Retained earnings........................ 10,363 7,136
--------------------------------
Total shareholder's equity.......... 386,224 306,784
--------------------------------
$ 4,757,943 $ 4,648,446
================================
See accompanying notes to financial statements.
</TABLE>
1
<PAGE>
<TABLE>
Main Place Funding Corporation
Statement of Income
(Dollars in Thousands)
<CAPTION>
Three Months Six Months
Ended June 30 Ended June 30
------------------------------------------------
1996 1995 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest and fees on
mortgage loans............... $ 86,171 $ 32,120 $ 173,918 $ 60,164
------------------------------------------------
Expenses
Interest.................. 65,380 25,989 133,295 51,979
Other operating expenses.. 3,284 1,310 6,640 2,261
------------------------------------------------
Total expenses......... 68,664 27,299 139,935 54,240
------------------------------------------------
Income before income taxes..... 17,507 4,821 33,983 5,924
Income tax expense............. 7,144 1,687 12,914 2,073
------------------------------------------------
Net income..................... $ 10,363 $ 3,134 $ 21,069 $ 3,851
================================================
See accompanying notes to financial statements.
</TABLE>
2
<PAGE>
<TABLE>
Main Place Funding Corporation
Statement of Cash Flows
(Dollars in Thousands)
<CAPTION>
Six Months
Ended June 30
-----------------------
1996 1995
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities
Net income....................................................................... $ 21,069 $ 3,851
Reconciliation of net income to net cash provided (used) by operating activities
Net (increase)/decrease in interest receivable.............................. 888 (4,905)
Net increase/(decrease) in accrued expenses................................. 10,475 (25,134)
Other operating activities.................................................. 1,554 (3,596)
Net cash provided (used) by operating activities....................... 33,986 (29,784)
Investing Activities
Net increase in amount due from Trustee.......................................... 20,546 38,800
Net reduction of mortgage loans outstanding...................................... 519,144 23,338
Net cash provided by investing activities.............................. 539,690 62,138
Financing Activities
Net increase in long-term debt................................................... 19,481 -
Distribution of capital to Texas................................................. (498,750) -
Cash dividends paid to Texas..................................................... (17,842) -
Net cash used by financing activities.................................. (497,111) -
Net increase in cash and cash equivalents............................................. 76,565 32,354
Cash and cash equivalents at beginning of period...................................... 4,870 66,933
Cash and cash equivalents at end of period............................................ $ 81,435 $ 99,287
Supplemental cash flow disclosure
Cash paid for interest........................................................... $ 147,747 $ 77,680
Cash paid for income taxes....................................................... 2,111 1,506
See accompanying notes to financial statements.
</TABLE>
3
<PAGE>
<TABLE>
Main Place Funding Corporation
Statement of Changes in Shareholder's Equity
(Dollars in Thousands)
<CAPTION>
Additional Total
Common Stock Paid-In Retained Shareholder's
Shares Amount Capital Earnings Equity
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance on December 31, 1994..... 100 $ - $ 270,566 $ 3,549 $ 274,115
Net income.................. 3,851 3,851
Net assets contributed by
Texas...................... 857,800 857,800
---------------------------------------------------------
Balance on June 30, 1995......... 100 $ - $ 1,128,366 $ 7,400 $ 1,135,766
=========================================================
Balance on December 31, 1995..... 100 $ - $ 299,648 $ 7,136 $ 306,784
Net income.................. 21,069 21,069
Cash dividends paid to
Texas...................... (17,842) (17,842)
Net assets contributed by
Parent..................... 79,280 79,280
Net assets contributed by
Texas...................... 502,486 502,486
Distribution of capital to
Texas...................... (505,553) (505,553)
---------------------------------------------------------
Balance on June 30, 1996......... 100 $ - $ 375,861 $ 10,363 $ 386,224
=========================================================
See accompanying notes to financial statements.
</TABLE>
4
<PAGE>
Main Place Funding Corporation
Notes to Financial Statements
Note 1 - Accounting Policies
Basis of Presentation
Main Place Funding Corporation (MPFC) was incorporated on June 24, 1994. Prior
to May 20, 1996, it was a wholly owned, limited-purpose, finance subsidiary of
NationsBank of Texas, N.A. (Texas), which is an indirect, wholly owned
subsidiary of NationsBank Corporation (Corporation). On May 20, 1996, all of
the outstanding stock of MPFC was acquired by NationsBank, N.A. (South)
(Parent), which is also an indirect, wholly owned subsidiary of the Corporation,
for cash totaling approximately $303 million. MPFC's sole purpose is to issue
and sell mortgage-backed bonds and subordinated indebtedness and to acquire,
own, hold and pledge the related mortgage notes and other assets serving as
collateral in connection therewith.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles and reflect all normal recurring
adjustments which are, in the opinion of management, necessary for the fair
presentation of the results for the interim periods presented.
Accounting policies followed in the presentation of interim financial results
are presented on pages
F-7 and F-8 of the Annual Report on Form 10-K for the year ended December 31,
1995.
Note 2 - Mortgage Loans
Mortgage loans were composed of (dollars in thousands):
June 30 December 31
1996 1995
- --------------------------------------------------------------------
Fixed-rate loans..................... $ 1,266,872 $ 1,292,457
Adjustable-rate loans................ 3,231,348 3,231,287
-------------------------------
Total loans....................... $ 4,498,220 $ 4,523,744
===============================
Transactions in the allowance for credit losses were (dollars in thousands):
1996 1995
- -----------------------------------------------------------------------
Balance on January 1....................... $ 17,805 $ 10,993
Residential mortgage loans charged-off..... - (104)
Allowance applicable to contributed loans.. 1,344 -
----------------------------
Balance on June 30......................... $ 19,149 $ 10,889
============================
MPFC had no nonperforming loans on June 30, 1996 and $188 thousand on December
31, 1995.
Other real estate owned amounted to $493 thousand on June 30, 1996 compared to
$763 thousand on December 31, 1995.
Note 3 - Affiliate Transactions
MPFC has entered into an agreement with NationsBanc Mortgage Corporation, a
subsidiary of Texas, for the servicing and administration of its mortgage
portfolio. Servicing expense for the six months ended June 30, 1996 and 1995
approximated $6.6 million and $2.2 million, respectively.
MPFC maintains its cash and cash equivalent accounts primarily with the Parent.
During the second quarter of 1996, the Parent contributed approximately $79
million of Federal National Mortgage Association (FNMA) certificates to MPFC.
5
<PAGE>
Note 4 - Long-Term Debt
On July 18, 1995, MPFC issued $1.5 billion of Mortgage-Backed Bonds, Series
1995-1, due 1998 (Series 1995-1 Bonds), bearing interest at the one-month London
interbank offered rate (LIBOR) plus 21 basis points with a maximum interest rate
of 12 percent. On October 31, 1995, MPFC issued $1.5 billion of Mortgage-Backed
Bonds, Series 1995-2, due 2000 (Series 1995-2 Bonds), bearing interest at the
three-month LIBOR plus 17 basis points. On June 30, 1996, all of the Series
1995-1 and 1995-2 Bonds were outstanding with interest rates of 5.67484 percent
and 5.65438 percent, respectively, based on the rate in effect on June 30, 1996.
On June 30, 1996, the Series 1995-1 Bonds were collateralized by mortgage loans
with a book value of approximately $2.4 billion and the Series 1995-2 Bonds were
collateralized by mortgage loans and FNMA certificates with an aggregate book
value of approximately $2.1 billion. On July 5, 1996, the discounted value of
the eligible collateral for the Series 1995-1 and 1995-2 Bonds, as computed by
the Trustee, was approximately $1.8 billion and $1.6 billion, respectively, and
exceeded the amount required by the terms of the related indentures by
approximately $239 million and $65 million, respectively.
On April 26, 1996, MPFC borrowed $1.1 billion under a subordinated note from
Texas (the April 1996 note). The proceeds from the April 1996 note were used to
repay a subordinated note from Texas dated October 2, 1994 (the October 1994
note), to pay a cash dividend to Texas and to return capital to 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 3-month LIBOR plus 14 basis points
(5.72 percent on June 30, 1996). The April 1996 note matures on September 25,
1999 and is subordinated to all of MPFC's senior debt, including the Series
1995-1 and 1995-2 Bonds. On May 20, 1996, the April 1996 note was sold to Parent
by Texas. On June 30, 1996, $896 million was owed on the April 1996 note. In
addition, $443 million was owed under a subordinated note from Texas dated
November 30, 1995 (the November 1995 note). MPFC may repay amounts, from time
to time, owed under the April 1996 note and the November 1995 note from funds
which are not subject to the lien of any indenture relating to any senior debt.
Interest expense on the Series 1995-1and 1995-2 Bonds for the three and six
months ended June 30, 1996 was $43.6 million and $87.9 million, respectively.
Interest expense on the subordinated notes for the three and six months ended
June 30, 1996 was $21.8 million and $45.4 million, respectively, and $26.0
million and $52.0 million, respectively, for the same periods in 1995.
As of August 13, 1996, MPFC had $1 billion of capacity available to issue
additional mortgage-backed bonds under its existing registration statement.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Net income for the three and six months ended June 30, 1996 was $10.4
million and $21.1 million, respectively, compared to $3.1 million and $3.9
million, respectively, earned in the same periods in 1995. Interest income
increased $54.1 million and $113.8 million in the three and six months ended
June 30, 1996, respectively, compared to the same periods in 1995 due to an
increase in year-to-date average loans outstanding of $3.0 billion. Interest
expense increased $39.4 million and $81.3 million in the three and six months
ended June 30, 1996, respectively, compared to the same periods in 1995 due to
an increase in year-to-date average debt outstanding of $3.1 billion.
Servicing expense increased $2.0 million and $4.3 million in the three and six
months ended June 30, 1996, respectively, compared to the same periods in 1995
due to the increase in year-to-date average loans outstanding as discussed
above.
MPFC's net income reflects the impact of several factors such as the levels
and the average interest rates of the mortgage loan portfolio and the issuance
of the Series 1995-1 and 1995-2 Bonds and the subordinated notes, including
securities market conditions and the volatility of interest rates. The results
of operations for any particular interim period may not be indicative of results
to be expected for a full year.
6
<PAGE>
The average yield on the mortgage loans for the three and six months ended
June 30, 1996 was 7.45 percent and 7.41 percent, respectively, compared to 7.19
percent and 7.31 percent in the same periods in 1995. Changes in such average
yield are primarily related to the mix between fixed- and adjustable-rate loans,
the repricing terms of adjustable rate loans, the impact of the general level of
interest rates, the levels of prepayments of mortgage loans and normal scheduled
amortization of the portfolio as a whole.
The average interest rates on the outstanding mortgage-backed bonds for the
three and six months ended June 30, 1996 were 5.81 percent and 5.86 percent,
respectively. The average interest rates on the outstanding subordinated notes
for the three and six months ended June 30, 1996 were 6.21 percent and 6.68
percent, respectively.
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10 (a) Mortgage Note Transfer and Contribution Agreement dated
as of October 31, 1995 among MPFC, NationsBank of Texas,
N.A. and NationsBanc Mortgage Corporation
(b) Mortgage Note Transfer and Contribution Agreement dated
as of February 1, 1996 among MPFC, NationsBank of Texas,
N.A. and NationsBanc Mortgage Corporation
(c) Subordinated Note dated May 20, 1996 between MPFC and
NationsBank, N.A. (South)
(d) Note Assignment and Assumption Agreement dated as of
May 20, 1996 between NationsBank of Texas, N.A. and
NationsBank, N.A. (South)
(e) Contribution Agreement dated as of June 4, 1996 between
MPFC and NationsBank, N.A. (South)
27 Financial Data Schedule
(b) Reports on Form 8-K:
The following report on Form 8-K was filed by MPFC during the
quarter ended June 30, 1996:
Current Report on Form 8-K dated April 26, 1996 and filed
May 20, 1996, Items 1, 5 and 7.
7
<PAGE>
SIGNATURE
Pursuant to the requirements 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.
Main Place Funding Corporation
Date: August 14, 1996 /s/ Joe L. Price
Joe L. Price
Senior Vice President--Accounting
(Principal Financial and Duly
Authorized Officer)
8
<PAGE>
Main Place Funding Corporation
Form 10-Q
Index to Exhibits
Exhibit Description
10 (a) Mortgage Note Transfer and Contribution Agreement dated as of
October 31, 1995 among MPFC, NationsBank of Texas, N.A.
and NationsBanc Mortgage Corporation
(b) Mortgage Note Transfer and Contribution Agreement dated as of
February 1, 1996 among MPFC, NationsBank of Texas, N.A.
and NationsBanc Mortgage Corporation
(c) Subordinated Note dated May 20, 1996 between MPFC and
NationsBank, N.A. (South)
(d) Note Assignment and Assumption Agreement dated as of May 20, 1996
between NationsBank of Texas, N.A. and NationsBank, N.A. (South)
(e) Contribution Agreement dated as of June 4, 1996 between MPFC
and NationsBank, N.A. (South)
27 Financial Data Schedule
9
<PAGE>
Exhibit 10(a)
MORTGAGE NOTE TRANSFER AND CONTRIBUTION AGREEMENT
Dated as of October 31, 1995
This Mortgage Note Transfer and Contribution Agreement (the
"Agreement") dated as of October 31, 1995, is among Main Place Funding
Corporation, a Delaware corporation (the "Issuer"), NationsBank of Texas, N.A.,
a national banking association ("NationsBank Texas"), and NationsBanc Mortgage
Corporation, a Texas corporation ("NationsBanc Mortgage").
WITNESSETH THAT:
WHEREAS, all of the Mortgage Notes (as defined herein) were either
originated or purchased by NationsBanc Mortgage (or NCNB Mortgage Corporation,
its predecessor-in-interest);
WHEREAS, pursuant to the Loan Participation Agreement dated as of
January 1, 1991 (the "Loan Participation Agreement") between NationsBanc
Mortgage (formerly known as NCNB Mortgage Corporation) and NationsBank Texas
(formerly known as NCNB Texas National Bank), NationsBank Texas owns a 100%
undivided participation interest in the mortgage notes described in the Loan
Participation Agreement;
WHEREAS, pursuant to Section 4 of the Loan Participation Agreement,
NationsBank Texas has the power to cause NationsBanc Mortgage to transfer legal
title to such mortgage notes in accordance with NationsBank Texas' instructions;
WHEREAS, NationsBank Texas desires to unwind its participation
interest and to have NationsBanc Mortgage transfer legal title to certain of the
mortgage notes described in the Loan Participation Agreement, which mortgage
notes are listed in Exhibit A attached hereto (the "Mortgage Notes"), to
NationsBank Texas; and
WHEREAS, NationsBank Texas desires to transfer legal and equitable
title to the Mortgage Notes to the Issuer pursuant to the terms of this
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:
1. Termination of Participation and Transfer of Legal
Title. Pursuant to Section 4 of the Loan Participation Agreement, NationsBank
Texas hereby instructs NationsBanc Mortgage to transfer, and NationsBanc
Mortgage does hereby transfer, to NationsBank Texas all of NationsBanc
Mortgage's right, title and interest in and to the Mortgage Notes.
2. Contribution of Mortgage Notes. NationsBank Texas does hereby
transfer, assign, set over and otherwise convey to the Issuer all of its right,
title and interest in and to the Mortgage Notes, including all interest and
principal received or receivable by it on or with respect to the Mortgage Notes
after the date of this Agreement, together with all of its right, title and
interest in and to the proceeds of any related title, hazard, private mortgage
or other insurance policies.
At the direction of the Issuer, NationsBank Texas hereby delivers to
the Trustee or the Custodian all documents, instruments and agreements required
to be delivered by the Issuer to the Trustee or the Custodian, respectively,
under the Indenture of Trust dated as of July 18 1995 (the "Indenture"), between
the Issuer and First Trust National Association, as trustee (the "Trustee"),
relating to the issuance by the Issuer of its Mortgage-Backed Bonds, Series
1995-1 Due 1998. Terms used without definition herein shall have the respective
meanings assigned to them in the Indenture.
3. Representations and Warranties. NationsBank Texas and
NationsBanc Mortgage hereby represent and warrant to the Issuer as of the date
of this Agreement (unless otherwise indicated) that:
(i) the information set forth with respect to the Mortgage Notes
in Exhibit A hereto is true and correct in all material respects at
the date or dates respecting which such information is furnished as
specified therein;
(ii) NationsBank Texas is the sole owner and holder of each
Mortgage Note, free and clear of any and all liens, pledges, charges
or security interests of any nature and has full right and authority
to sell and assign the same;
(iii) each Mortgage Note is either an Eligible Adjustable-
Rate Mortgage Note or an Eligible Fixed-Rate Mortgage Note, as
applicable, and all of the Mortgage Notes, individually and
collectively, are Eligible Mortgage Notes;
(iv) to the best of NationsBank Texas's and NationsBanc
Mortgage's knowledge, all taxes, governmental assessments, insurance
premiums, and water, sewer and municipal charges previously due and
owing have been paid, or an escrow of funds in an amount sufficient to
pay for every such item which remains unpaid has been established to
the extent permitted by law; and NationsBank Texas has not advanced
funds, directly or indirectly, for the payment of any amount required
by any Mortgage, except for interest accruing from the date of related
Mortgage Note or date of disbursement of any Mortgage Note proceeds,
whichever is later, to the date which precedes by 30 days the first
due date under any related Mortgage Note;
(v) to the best of NationsBank Texas's and NationsBanc
Mortgage's knowledge, there is no proceeding pending or threatened for
the total or partial condemnation of any Mortgaged Property and any
Mortgaged Property is undamaged by water, fire, earthquake or earth
movement, windstorm, flood, tornado or similar casualty (excluding
casualty from the presence of hazardous wastes or hazardous
substances, as to which NationsBank Texas and NationsBanc Mortgage
make no representation), so as to affect adversely the value of any
Mortgaged Property as security for any Mortgage Note or the use for
which such premises were intended;
(vi) each Mortgage Note meets, or is exempt from, applicable
state or federal laws, regulations and other requirements pertaining
to usury, and such Mortgage Note is not usurious; any and all
requirements of any federal, state or local law with respect to the
origination of the Mortgage Notes including, without limitation,
truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to
the Mortgage Notes have been complied with;
(vii) each Mortgage Note, related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal,
valid and binding obligation of the maker thereof, enforceable in
accordance with its terms except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of NationsBank
Texas's and NationsBanc Mortgage's knowledge, all parties to each
Mortgage Note had legal capacity to execute each such Mortgage Note
and each such Mortgage Note has been duly and properly executed by the
mortgagor;
(viii) the Mortgaged Property securing each Mortgage Note is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less that the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Note, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Note, the
improvements on the Mortgaged Property were in an area indemnified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Note, (B) the
full insurable value and (C) the maximum amount of insurance which was
available under the Flood Disaster Protection Act of 1973; and each
Mortgage obligates the mortgagor thereunder to maintain all such
insurance at the mortgagor's cost and expense;
(ix) to the best of NationsBank Texas's and NationsBanc
Mortgage's knowledge, there is no default, breach, violation or event
of acceleration existing under any Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; neither
NationsBank Texas nor NationsBanc Mortgage has waived any default,
breach, violation or event of acceleration; no foreclosure action is
threatened or has been commenced by NationsBank Texas or NationsBanc
Mortgage with respect to any Mortgage Note;
(x) each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the
benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the mortgagor which would
interfere with such right of foreclosure; and
(xi) to the best of NationsBank Texas' and NationsBanc Mortgage's
knowledge, no mortgagor is a debtor in any state or federal bankruptcy
or insolvency proceeding.
No representations or warranties are made by NationsBank Texas or
NationsBanc Mortgage as to the absence or effect of hazardous wastes or
hazardous substances on any of the Mortgaged Properties or on the lien of any
Mortgage or with respect to the absence or effect of fraud in the origination of
any Mortgage Note, and any loss or liability resulting from the presence or
effect of such hazardous wastes, hazardous substances or fraud will be borne
solely by the Issuer.
4. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, without giving effect to
principles of conflicts of law.
5. Counterparts. This Agreement may be executed in a number of
counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.
IN WITNESS WHEREOF, the Issuer, NationsBank Texas and NationsBanc
Mortgage have caused this Agreement to be duly executed by their respective
officers as of the day and year first above written.
MAIN PLACE FUNDING CORPORATION
By: /s/ John E. Mack
Name: John E. Mack
Title: President and Treasurer
NATIONSBANK OF TEXAS, N.A.
By: /s/ John E. Mack
Name: John E. Mack
Title: Senior Vice President
NATIONSBANC MORTGAGE CORPORATION
By: /s/ Thomas W. Neary
Name: Thomas W. Neary
Title: Senior Vice President
<PAGE>
Exhibit 10(b)
MORTGAGE NOTE TRANSFER AND CONTRIBUTION AGREEMENT
Dated as of February 1, 1996
This Mortgage Note Transfer and Contribution Agreement (the
"Agreement") dated as of February 1, 1996, is among Main Place Funding
Corporation, a Delaware corporation (the "Issuer"), NationsBank of Texas, N.A.,
a national banking association ("NationsBank Texas"), and NationsBanc Mortgage
Corporation, a Texas corporation ("NationsBanc Mortgage").
WITNESSETH THAT:
WHEREAS, all of the Mortgage Notes (as defined herein) were either
originated or purchased by NationsBanc Mortgage (or NCNB Mortgage Corporation,
its predecessor-in-interest);
WHEREAS, pursuant to the Loan Participation Agreement dated as of
January 1, 1991 (the "Loan Participation Agreement") between NationsBanc
Mortgage (formerly known as NCNB Mortgage Corporation) and NationsBank Texas
(formerly known as NCNB Texas National Bank), NationsBank Texas owns a 100%
undivided participation interest in the mortgage notes described in the Loan
Participation Agreement;
WHEREAS, pursuant to Section 4 of the Loan Participation Agreement,
NationsBank Texas has the power to cause NationsBanc Mortgage to transfer legal
title to such mortgage notes in accordance with NationsBank Texas' instructions;
WHEREAS, NationsBank Texas desires to unwind its participation
interest and to have NationsBanc Mortgage transfer legal title to certain of the
mortgage notes described in the Loan Participation Agreement, which mortgage
notes are listed in Exhibit A attached hereto (the "Mortgage Notes"), to
NationsBank Texas; and
WHEREAS, NationsBank Texas desires to transfer legal and equitable
title to the Mortgage Notes to the Issuer pursuant to the terms of this
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:
1. Termination of Participation and Transfer of Legal
Title. Pursuant to Section 4 of the Loan Participation Agreement, NationsBank
Texas hereby instructs NationsBanc Mortgage to transfer, and NationsBanc
Mortgage does hereby transfer, to NationsBank Texas all of NationsBanc
Mortgage's right, title and interest in and to the Mortgage Notes.
2. Contribution of Mortgage Notes. NationsBank Texas does hereby
transfer, assign, set over and otherwise convey to the Issuer all of its right,
title and interest in and to the Mortgage Notes, including all interest and
principal received or receivable by it on or with respect to the Mortgage Notes
after the date of this Agreement, together with all of its right, title and
interest in and to the proceeds of any related title, hazard, private mortgage
or other insurance policies.
At the direction of the Issuer, NationsBank Texas hereby delivers to
the Trustee or the Custodian all documents, instruments and agreements required
to be delivered by the Issuer to the Trustee or the Custodian, respectively,
under the Indenture of Trust dated as of July 18 1995 (the "Indenture"), between
the Issuer and First Trust National Association, as trustee (the "Trustee"),
relating to the issuance by the Issuer of its Mortgage-Backed Bonds, Series
1995-1 Due 1998. Terms used without definition herein shall have the respective
meanings assigned to them in the Indenture.
3. Representations and Warranties. NationsBank Texas and
NationsBanc Mortgage hereby represent and warrant to the Issuer as of the date
of this Agreement (unless otherwise indicated) that:
(i) the information set forth with respect to the Mortgage Notes
in Exhibit A hereto is true and correct in all material respects at
the date or dates respecting which such information is furnished as
specified therein;
(ii) NationsBank Texas is the sole owner and holder of each
Mortgage Note, free and clear of any and all liens, pledges, charges
or security interests of any nature and has full right and authority
to sell and assign the same;
(iii) each Mortgage Note is either an Eligible Adjustable-
Rate Mortgage Note or an Eligible Fixed-Rate Mortgage Note, as
applicable, and all of the Mortgage Notes, individually and
collectively, are Eligible Mortgage Notes;
(iv) to the best of NationsBank Texas's and NationsBanc
Mortgage's knowledge, all taxes, governmental assessments, insurance
premiums, and water, sewer and municipal charges previously due and
owing have been paid, or an escrow of funds in an amount sufficient to
pay for every such item which remains unpaid has been established to
the extent permitted by law; and NationsBank Texas has not advanced
funds, directly or indirectly, for the payment of any amount required
by any Mortgage, except for interest accruing from the date of related
Mortgage Note or date of disbursement of any Mortgage Note proceeds,
whichever is later, to the date which precedes by 30 days the first
due date under any related Mortgage Note;
(v) to the best of NationsBank Texas's and NationsBanc
Mortgage's knowledge, there is no proceeding pending or threatened for
the total or partial condemnation of any Mortgaged Property and any
Mortgaged Property is undamaged by water, fire, earthquake or earth
movement, windstorm, flood, tornado or similar casualty (excluding
casualty from the presence of hazardous wastes or hazardous
substances, as to which NationsBank Texas and NationsBanc Mortgage
make no representation), so as to affect adversely the value of any
Mortgaged Property as security for any Mortgage Note or the use for
which such premises were intended;
(vi) each Mortgage Note meets, or is exempt from, applicable
state or federal laws, regulations and other requirements pertaining
to usury, and such Mortgage Note is not usurious; any and all
requirements of any federal, state or local law with respect to the
origination of the Mortgage Notes including, without limitation,
truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity or disclosure laws applicable to
the Mortgage Notes have been complied with;
(vii) each Mortgage Note, related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal,
valid and binding obligation of the maker thereof, enforceable in
accordance with its terms except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of NationsBank
Texas's and NationsBanc Mortgage's knowledge, all parties to each
Mortgage Note had legal capacity to execute each such Mortgage Note
and each such Mortgage Note has been duly and properly executed by the
mortgagor;
(viii) the Mortgaged Property securing each Mortgage Note is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less that the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Note, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on
a replacement cost basis; if the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Note, the
improvements on the Mortgaged Property were in an area indemnified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Note, (B) the
full insurable value and (C) the maximum amount of insurance which was
available under the Flood Disaster Protection Act of 1973; and each
Mortgage obligates the mortgagor thereunder to maintain all such
insurance at the mortgagor's cost and expense;
(ix) to the best of NationsBank Texas's and NationsBanc
Mortgage's knowledge, there is no default, breach, violation or event
of acceleration existing under any Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; neither
NationsBank Texas nor NationsBanc Mortgage has waived any default,
breach, violation or event of acceleration; no foreclosure action is
threatened or has been commenced by NationsBank Texas or NationsBanc
Mortgage with respect to any Mortgage Note;
(x) each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the
benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the mortgagor which would
interfere with such right of foreclosure; and
(xi) to the best of NationsBank Texas' and NationsBanc Mortgage's
knowledge, no mortgagor is a debtor in any state or federal bankruptcy
or insolvency proceeding.
No representations or warranties are made by NationsBank Texas or
NationsBanc Mortgage as to the absence or effect of hazardous wastes or
hazardous substances on any of the Mortgaged Properties or on the lien of any
Mortgage or with respect to the absence or effect of fraud in the origination of
any Mortgage Note, and any loss or liability resulting from the presence or
effect of such hazardous wastes, hazardous substances or fraud will be borne
solely by the Issuer.
4. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, without giving effect to
principles of conflicts of law.
5. Counterparts. This Agreement may be executed in a number of
counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.
IN WITNESS WHEREOF, the Issuer, NationsBank Texas and NationsBanc
Mortgage have caused this Agreement to be duly executed by their respective
officers as of the day and year first above written.
MAIN PLACE FUNDING CORPORATION
By: /s/ John E. Mack
Name: John E. Mack
Title: President and Treasurer
NATIONSBANK OF TEXAS, N.A.
By: /s/ John E. Mack
Name: John E. Mack
Title: Senior Vice President
NATIONSBANC MORTGAGE CORPORATION
By: /s/ Thomas W. Neary
Name: Thomas W. Neary
Title: Senior Vice President
<PAGE>
Exhibit 10(c)
SUBORDINATED NOTE
Charlotte, North Carolina
May 20, 1996
FOR VALUE RECEIVED, the undersigned, Main Place Funding Corporation, a
Delaware corporation (the "Company"), unconditionally promises to pay to the
order of NationsBank, National Association (South) ("NationsBank South") 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, 1996, 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
John E. Mack
Title: President & Treasurer
<PAGE>
Exhibit 10(d)
NOTE ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS NOTE ASSIGNMENT AND ASSUMPTION 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, a subordinated loan (the "Loan") in the amount of One Billion
One Hundred Ten Million Five Hundred Eighty-three Thousand Six Hundred Ninety
and 70/100 Dollars ($1,110,582.690.70) was made to Main Place Funding
Corporation by NationsBank Texas on April 26, 1996;
WHEREAS, NationsBank Texas proposes to assign to NationsBank South all
of the rights of NationsBank Texas in respect of the Loan, and NationsBank South
proposes to accept assignment of such rights and assume the corresponding
obligations from NationsBank Texas under the Loan; 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
(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 sole, legal and beneficial owner of the
Loan and has good title to, and conveys to NationsBank South legal and
beneficial ownership and good title to the Loan, free and clear of any liens
whatsoever. NationsBank Texas has full legal right, power and authority to
sell, assign and transfer the Loan to NationsBank South without encumbrance or
restriction.
(c) 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 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.
(d) The Loan does not represent a "Low Quality Asset" as that term is
defined in Section 23A of the Federal Reserve Act.
ARTICLE II
NationsBank South's Representations and Warranties
(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
(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 the Loan
for an aggregate purchase price of $1,110,583,690.70.
(b) Upon the execution hereof, 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 the
Loan duly endorsed for transfer by NationsBank Texas.
ARTICLE IV
Miscellaneous
(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
John E. Mack
Its: Senior Vice President
NATIONSBANK, N.A. (SOUTH)
By: /s/ Joe L. Price
Joe L. Price
Its: Senior Vice President
<PAGE>
Exhibit 10(e)
CONTRIBUTION AGREEMENT
Dated as of June 4, 1996
This Contribution Agreement (the "Agreement") dated as of June 4,
1996, is among Main Place Funding Corporation, a Delaware corporation (the
"Issuer"), and NationsBank, N.A. (South), a national banking association
("NationsBank South").
WITNESSETH THAT:
WHEREAS, NationsBank South desires to transfer legal and equitable
title to the FNMA certificates listed in Exhibit A attached hereto (the "FNMA
Certificates") to the Issuer pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter contained, it is mutually covenanted and agreed as follows:
1. Contribution of FNMA Certificates. NationsBank South does hereby
transfer, assign, set over and otherwise convey to the Issuer all of its right,
title and interest in and to the FNMA Certificates, including all interest and
principal received or receivable by it on or with respect to the FNMA
Certificates after the date of this Agreement.
At the direction of the Issuer, NationsBank South hereby delivers to
the Trustee or the Custodian all documents, instruments and agreements with
respect to the FNMA Certificates required to be delivered by the Issuer to the
Trustee or the Custodian, respectively, under the Indenture of Trust dated as of
October 31, 1995 (the "Indenture"), between the Issuer and First Trust National
Association, as trustee (the "Trustee"), relating to the issuance by the Issuer
of its Mortgage-Backed Bonds, Series 1995-2 Due 2000. Terms used without
definition herein shall have the respective meanings assigned to them in the
Indenture.
2. Representations and Warranties. NationsBank South hereby
represents and warrants to the Issuer as of the date of this Agreement (unless
otherwise indicated) that:
(i) the information set forth with respect to the FNMA
Certificates in Exhibit A hereto is true and correct in all material
respects at the date or dates respecting which such information is
furnished as specified therein; and
(ii) NationsBank South is the sole owner and holder of each FNMA
Certificate, free and clear of any and all liens, pledges,
charges or security interests of any nature and has full right and
authority to sell and assign the same.
3. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, without giving effect to
principles of conflicts of law.
4. Counterparts. This Agreement may be executed in a number of
counterparts, each of which shall be deemed an original for all purposes and all
of which constitute, collectively, one Agreement.
IN WITNESS WHEREOF, the Issuer and NationsBank South have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.
MAIN PLACE FUNDING CORPORATION
By: /s/ John E. Mack
Name: John E. Mack
Title: President and Treasurer
NATIONSBANK, N.A. (SOUTH)
By: /s/ John E. Mack
Name: John E. Mack
Title: Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the June 30, 1996,
Form 10-Q for Main Place Funding Corporation and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 81,435
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 79,280
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 4,498,220
<ALLOWANCE> (19,149)
<TOTAL-ASSETS> 4,757,943
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 32,612
<LONG-TERM> 4,339,107
<COMMON> 0
0
0
<OTHER-SE> 386,224
<TOTAL-LIABILITIES-AND-EQUITY> 4,757,943
<INTEREST-LOAN> 173,918
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 173,918
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 133,295
<INTEREST-INCOME-NET> 40,623
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 6,640
<INCOME-PRETAX> 33,983
<INCOME-PRE-EXTRAORDINARY> 33,983
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,069
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 17,805
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 19,149
<ALLOWANCE-DOMESTIC> 19,149
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
