Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Cwm Mortgage Holdings, Inc. S-3 48 324K
2: EX-1 Exhibit 1.1 29 129K
3: EX-5 Exhibit 5.1 2 10K
4: EX-8 Exhibit 8.1 3 12K
5: EX-10 Exhibit 10.1 9 31K
6: EX-10 Exhibit 10.2 8 27K
7: EX-10 Exhibit 10.3 29 84K
8: EX-10 Exhibit 10.4 30 77K
9: EX-23 Exhibit 23.1 1 6K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1995
REGISTRATION NO. 33-56547
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CWM MORTGAGE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-3983415
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
35 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101-1857
(800) 669-2300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DAVID S. LOEB
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CWM MORTGAGE HOLDINGS, INC.
35 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101-1857
(800) 669-2300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
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EDWARD J. FINE OMER S.J. WILLIAMS
BROWN & WOOD THACHER PROFFITT & WOOD
ONE WORLD TRADE CENTER TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048 NEW YORK, NEW YORK 10048
(212) 839-5300 (212) 912-7400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
________________________________________________________________________________
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 6, 1995
PROSPECTUS
6,000,000 SHARES
[LOGO]
COMMON STOCK
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All of the shares of Common Stock offered hereby are being sold by CWM
Mortgage Holdings, Inc. (the 'Company').
The Common Stock of the Company is traded on the New York Stock Exchange
under the symbol 'CWM.' On January 5, 1995, the last reported sale price for the
Common Stock of the Company on the New York Stock Exchange was $8 7/8 per share.
The shares of Common Stock offered hereby are subject to repurchase and certain
restrictions on ownership and transfer. The Certificate of Incorporation and
Bylaws of the Company prohibit governmental entities and other 'disqualified
organizations' from owning shares of the Common Stock. In addition, tax-exempt
organizations should note that a portion of the dividends paid on the Common
Stock is expected to be treated as unrelated business taxable income. See
'Description of Common Stock' and 'Certain Federal Income Tax Considerations.'
FOR A DISCUSSION OF CERTAIN INVESTMENT CONSIDERATIONS, SEE 'RISK FACTORS.'
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
Per Share................................. $ $ $
Total(3).................................. $ $ $
(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See 'Underwriting.'
(2) Before deducting expenses payable by the Company estimated to be $425,000.
(3) The Company has granted the several Underwriters an option to purchase up to
an additional 900,000 shares of Common Stock to cover over-allotments. If
all such shares of Common Stock are purchased, the total Price to Public,
Underwriting Discount and Proceeds to Company will be $ , $ and
$ , respectively. See 'Underwriting.'
----------------------------------------------------------
The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about , 1995.
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MERRILL LYNCH & CO.
ALEX. BROWN & SONS
INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER
INCORPORATED
SALOMON BROTHERS INC
----------------------------------------------------------
The date of this Prospectus is January , 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the 'Commission'). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the Public Reference Room of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048 and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can also be obtained at prescribed
rates from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's
Common Stock is listed on the New York Stock Exchange and reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, referred to as the 'Registration
Statement') filed by the Company with the Commission under the Securities Act of
1933, as amended (the 'Securities Act'). This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement for further information with respect to the
Company and the Common Stock offered hereby. Any statement contained or
incorporated by reference herein concerning the provisions of any document is
not necessarily complete, and, in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 as amended by Form 10-K/A dated January 6, 1995;
_____
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994;
_____3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994, as amended by Form 10-Q/A dated November 17, 1994;
_____4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, as amended by Form 10-Q/A dated January 6, 1995; and
_____5. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated August 8, 1985 under the
Exchange Act, including any amendment or report filed to update such
description.
Each document filed subsequent to the date of this Prospectus pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of the Common Stock shall be deemed to be incorporated by
reference in this Prospectus and shall be a part hereof from the date of filing
of such document. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained in any subsequently filed document deemed to be incorporated herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to CWM Mortgage Holdings,
Inc., 35 North Lake Avenue, Pasadena, California 91101-1857, Attention: Investor
Relations. The Company's telephone number is (800) 669-2300.
2
PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information and selected consolidated
financial data and consolidated financial statements appearing elsewhere in this
Prospectus or incorporated by reference herein. See 'Risk Factors' for a
discussion of certain factors that should be considered in connection with an
investment in the Common Stock. See 'Index of Certain Definitions' for a
reference guide to certain terms used in this Prospectus. Unless otherwise
indicated, the information in this Prospectus assumes that the over-allotment
option described in 'Underwriting' will not be exercised.
THE COMPANY
CWM Mortgage Holdings, Inc. (formerly Countrywide Mortgage Investments,
Inc.) (the 'Company'), a real estate investment trust, operates three
businesses: its principal business, a non-conforming mortgage loan conduit
conducted through Independent National Mortgage Corporation (formerly
Countrywide Mortgage Conduit, Inc.) ('INMC'), a warehouse lending division,
Warehouse Lending Corporation of America ('WLCA') and a construction lending
division, Construction Lending Corporation of America ('CLCA'). INMC is an
intermediary between the originators of non-conforming mortgage loans and
permanent investors in mortgage-backed securities secured by or representing an
ownership interest in such mortgage loans. WLCA provides secured short-term
revolving financing to mortgage bankers and brokers, and CLCA provides
single-family subdivision construction lending to developers ('tract
construction') and assists INMC in purchasing and administering combined
construction and permanent financing to individual borrowers who are
constructing or remodeling their homes.
The Company's principal sources of income from its mortgage conduit
operations are gains recognized on the sale of mortgage loans and securities,
the net spread between interest earned on mortgage loans owned by the Company
and the interest costs associated with the borrowings used to finance such loans
pending their securitization, and net interest income earned on its investment
portfolio of mortgage loans, master servicing fees receivable and
mortgage-backed securities. See 'Business -- Mortgage Conduit Operations.' The
Company's principal sources of income from its warehouse lending and
construction lending operations are the net spread between interest earned on
the warehouse loans and construction loans and the interest costs associated
with the borrowings used to finance such loans and the fee income paid to the
Company by the borrowers in connection with such loans. See
'Business -- Warehouse Lending' and ' -- Construction Lending.'
The Company's mortgage conduit operations consist of the purchase and
securitization of mortgage loans secured by first liens on single (one-to-four)
family residential properties that are originated in accordance with the
Company's underwriting guidelines. The Company's mortgage conduit operations
provide mortgage loan sellers with an expanded and competitively priced array of
non-conforming mortgage loan products; timely purchasing of loans; flexible
master commitments; and mandatory, best efforts and optional rate-locks. The
Company's response time efficiencies, purchase commitment options and pricing
offered by its mortgage conduit operations have enabled it to compete
effectively with other non-conforming mortgage loan conduits.
As of September 30, 1994, 407 companies had been approved by the Company as
being eligible to participate in its mortgage conduit operations. During the
nine months ended September 30, 1994, the Company purchased $4.5 billion
aggregate principal amount of mortgage loans from sellers that had been so
approved (including $27.8 million from Countrywide Funding Corporation ('CFC')).
As of September 30, 1994, the Company had outstanding rate-locks to purchase
mortgage loans at specified prices in the aggregate principal amount of
approximately $852.2 million. In addition, during the first nine months of 1994,
the Company sold $4.1 billion of non-conforming mortgage loans in connection
with the issuance of 20 series of multiple-class mortgage-backed securities in
the form of real estate mortgage investment conduits ('REMICs') and sold $0.3
million of non-conforming mortgage loans as whole loans. As of September 30,
1994, the Company had committed to sell approximately $175 million of
non-conforming mortgage loans in connection with the issuance of one REMIC
security in the fourth
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quarter of 1994. As of September 30, 1994, the Company's master servicing
portfolio totalled 27,084 loans with an aggregate outstanding principal balance
of approximately $6.3 billion. As of September 30, 1994, the Company had
extended 81 committed lines of credit under its warehouse lending program in the
aggregate principal amount of approximately $328.3 million, of which $60.5
million was outstanding. The Company has only recently commenced its
construction lending activities; consequently, amounts outstanding as of
September 30, 1994 under the tract construction and combined construction and
permanent loan programs were immaterial. See 'Business -- Construction Lending.'
Prior to 1993, the Company was principally a long-term investor in
single-family, first-lien, residential mortgage loans and in mortgage-backed
securities representing interests in such loans. The Company's mortgage
investment portfolio consisted principally of fixed-rate mortgage pass-through
certificates issued by the Federal Home Loan Mortgage Corporation ('FHLMC') or
the Federal National Mortgage Association ('FNMA') and non-conforming mortgage
loans. The principal source of earnings for the Company historically was
interest income generated from investments in such mortgage loans and
mortgage-backed securities, net of the interest expense on the collateralized
mortgage obligations ('CMOs') or reverse repurchase agreements used to finance
such mortgage investments. The Company expects its principal activities going
forward to be its mortgage conduit, warehouse lending and construction lending
operations.
Although the Company faces substantial competition in all of its business
activities, its relationships with Countrywide Credit Industries, Inc. ('CCI')
and CCI's subsidiary, CFC, provide significant benefits to its various
operations. See 'Business -- Relationships with Countrywide Entities.' CCI is a
diversified financial services company whose principal subsidiary, CFC, is the
nation's leading residential mortgage lender. Countrywide Asset Management
Corporation ('CAMC'), another subsidiary of CCI, is the manager of the Company
and employs the personnel who conduct the Company's mortgage conduit, warehouse
lending and construction lending operations. The Company's operations not only
benefit from the mortgage banking experience and management expertise of CCI,
CAMC and CFC, but also utilize CFC as a resource for loan servicing, personnel
administration and loan production.
Unless the context otherwise requires, references to the 'Company' mean CWM
Mortgage Holdings, Inc. ('CWM') and each of the entities that is consolidated
with CWM for financial reporting purposes. The Company's mortgage conduit
operations are conducted through INMC, a taxable corporation that is
consolidated with CWM for financial reporting purposes, but that is not
consolidated for income tax purposes. The Company's warehouse lending and
construction lending operations are conducted through Independent Lending
Corporation ('ILC'), a qualified real estate investment trust subsidiary that is
consolidated with CWM for financial reporting and income tax purposes. ILC
conducts warehouse lending operations through its WLCA division, and conducts
construction lending operations through its CLCA division.
THE OFFERING
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Shares Offered to the Public................. 6,000,000 Shares
Shares to be Outstanding After the
Offering................................... 38,256,156 Shares
Use of Proceeds.............................. To increase the Company's mortgage loan acquisition and
securitization capabilities, to expand its warehouse lending
activities and to fund its construction lending operations.
Pending such application, the Company intends to use such
proceeds temporarily to reduce its outstanding indebtedness.
NYSE Symbol.................................. 'CWM'
4
RISK FACTORS
Before investing in the shares of Common Stock offered hereby, prospective
investors should give special consideration to the information set forth below,
in addition to the information incorporated by reference and set forth elsewhere
in this Prospectus.
CHANGES IN INTEREST RATES
The Company's earnings will be affected by changes in market interest
rates. In conducting its mortgage conduit operations, the Company is subject to
the risk of rising mortgage interest rates between the time the Company commits
to purchase mortgage loans at a fixed price and the time the Company sells or
finances to maturity those mortgage loans. To mitigate this risk, the Company,
principally through INMC, enters into transactions designed to hedge interest
rate risks, including mandatory and optional forward selling of mortgage loans
or mortgage-backed securities, mandatory forward selling or financing using
REMICs or CMOs, mandatory and optional selling of futures and other financial
futures transactions. The nature and quantity of these hedging transactions are
determined by the management of the Company based on various factors, including
market conditions and the expected volume of mortgage loan purchases. No
assurance can be given that such hedging transactions will offset the risks of
rising interest rates, and it is possible that there will be periods during
which the Company could incur losses after accounting for its hedging
activities. Neither the Company nor INMC will engage in any financial futures
transaction unless the Company, INMC or CAMC, as appropriate, would be exempt
from the registration requirements of the Commodity Exchange Act ('CEA') or
would otherwise be in compliance with the provisions thereof.
Higher rates of interest may discourage potential mortgagors from
refinancing mortgage loans or borrowing to purchase a home, thus decreasing the
volume of loans available to be purchased through the Company's mortgage conduit
operations. In addition, an increase in short-term interest rates may decrease
or eliminate or, under certain circumstances, cause to be negative, the
Company's net interest spread during the accumulation of mortgage loans held for
sale or the net interest spread on mortgage loans held for investment when such
loans are financed through reverse repurchase agreements. Should short-term
interest rates exceed long-term interest rates (an 'inverted yield curve'
scenario), the negative effect on the Company's net interest spread would likely
be coupled with a reduction in the Company's earnings on its master servicing
portfolio to the extent prepayments on the underlying mortgage loans increased
as long-term interest rates declined. Higher rates of interest may have a
negative effect, in particular, on the yield on the Company's portfolio of
'principal only' securities and other types of mortgage-backed securities
purchased at a discount and may also negatively affect the Company's warehouse
and construction lending operations. If under such circumstances the Company
were required to dispose of its 'principal only' securities, a loss could be
incurred. Furthermore, because some of the warehouse loans and construction
loans made by the Company bear interest based upon an intermediate-term index
while the Company's borrowings to fund such loans bear interest based upon a
short-term index, the Company is subject to the risk of narrowing interest rate
spreads. See ' -- Liquidity.'
Lower long-term rates of interest may negatively affect the yield on the
Company's portfolio of 'interest only' securities, master servicing fees
receivable and other mortgage loans and mortgage-backed securities purchased at
a premium. It is also possible that in certain low interest rate environments
the Company would not fully recoup its initial investment in such securities or
investments.
RISKS RELATING TO RETENTION OF MORTGAGE-BACKED SECURITIES AND ISSUANCE OF CMOS
The Company has made, and expects to continue to make, investments in
mortgage-backed securities. The Company's portfolio of mortgage-backed
securities consists principally of securities retained in connection with its
issuance of mortgage-backed securities in the form of REMICs, but also includes
securities purchased in third party transactions. A mortgage-backed security is
a type of derivative security, the cash flow on which is derived from payments
on an underlying pool of mortgage loans. The yield derived from certain classes
of mortgage-backed securities, including, but not limited
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to, 'interest only,' 'principal only' and subordinated securities, is
particularly sensitive to interest rate, prepayment and credit risks. As used
herein, 'subordinated securities' refers to mortgage-backed securities that are
rated below AAA by Standard & Poor's Corporation or below an equivalent rating
by another nationally recognized rating agency. The Company's investment
portfolio includes each of these classes of securities, as well as investments
in master servicing fees receivable, which have characteristics comparable to
'interest only' securities insofar as their value tends to decline as prepayment
rates increase.
The yield on the Company's portfolio of 'interest only' securities, master
servicing fees receivable and similar investments would decline considerably as
a result of rapid prepayments occasioned by declining interest rates. It is also
possible that under certain high prepayment scenarios the Company would not
recoup its initial investment in such securities or investments. In the case of
'principal only' securities, it is possible that under certain low prepayment
scenarios, the Company's yield on such investments would be lower than the
anticipated yield at the time such securities were purchased, and in the event
such securities were sold under such circumstances, a loss could be incurred.
Because subordinated securities, in general, bear all losses prior to the
related senior securities, the amount of credit risk associated with the
Company's investment in such subordinated securities is significantly greater
than that which would be associated with a comparable investment in the related
senior securities and, on a percentage basis, the risk is greater than holding
the underlying mortgage loans directly. See ' -- Credit Risks' and
'Business -- Mortgage Conduit Operations -- Securitization Process.'
Net earnings generated from the Company's investments in mortgage loans and
mortgage-backed securities financed through the issuance of CMOs are derived
primarily from the excess of the cash flow generated from such mortgage loans
and mortgage-backed securities over the amounts required for debt service on the
CMOs and related administrative expenses ('Residual Cash Flow'). In addition,
earnings from the Company's CMO portfolios are reduced by amortization of the
related premium, original issue discount and bond issuance costs. The Company's
earnings from its CMO portfolio are primarily affected by changes in prepayment
rates on the underlying mortgage loans. From 1992 through the beginning of 1994,
the Company's earnings were negatively impacted by high prepayment rates caused
primarily by low interest rates and the refinancing of mortgage loans securing
CMOs issued by the Company. See 'Business -- Historical Operations.' To the
extent classes of CMOs have variable interest rates, the Residual Cash Flow from
such CMOs may decrease in a rising interest rate environment or increase in a
declining interest rate environment. In any interest rate scenario, the
Company's earnings over time from its CMO portfolio will decline as the earlier
maturity, lower interest-cost classes of CMOs are repaid, thereby decreasing the
remaining net interest spread, if any, and as administrative expenses associated
with the CMOs become a larger percentage of the remaining Residual Cash Flow.
Although increased levels of interest rates may decrease prepayments and
mitigate the negative impact on the Company's earnings on its existing CMO
portfolio, the Company anticipates no significant future earnings on its
existing CMO portfolio, regardless of the level of interest rates or
prepayments. See ' -- Changes in Interest Rates.'
LIQUIDITY
The Company uses proceeds from, among other things, reverse repurchase
agreements to meet its working capital needs. The Company's reverse repurchase
arrangements are subject to collateral maintenance agreements whereby the
Company, in effect, may borrow a specified percentage of the market value of the
mortgage loans and mortgage-backed securities which are the subject of the
arrangements. The market value of such collateral is generally determined by the
lender under such arrangements and may, due to the sometimes illiquid and
volatile markets in certain of such collateral, as well as the lender's
discretion in determining such market value, be somewhat uncertain. To the
extent that the market value of the collateral declines (as will be the case if
interest rates increase), additional collateral is required to secure such
borrowings. If the required amount of collateral is increased, the Company's
ability to raise funds through subsequent similar arrangements may be
diminished, and the Company's ability to finance the accumulation of mortgage
loans may be reduced. If the Company fails to post such additional collateral,
the lender may terminate such arrangement, accelerate the Company's obligations
and retain or immediately liquidate the existing collateral in order
6
to satisfy the Company's debt. The Company has implemented a hedging strategy
for the portion of its mortgage portfolio held for sale which to some extent may
mitigate the effect of adverse market movement. See ' -- Risks Relating to
Retention of Mortgage-Backed Securities and Issuance of CMOs.'
Currently, the Company does not have committed financing facilities
available for the portion of its warehouse lending programs pursuant to which
the Company may make loans that are secured by servicing rights, servicing sales
receivables and foreclosure and repurchase mortgage loans, nor does the Company
have committed financing facilities available for its newly organized
construction lending programs. If the Company is unable to obtain financing for
these assets and operations, the Company may have to discontinue these programs,
which may have a negative impact on earnings. Although the Company has committed
and uncommitted financing facilities available for its mortgage conduit
operations, the aggregate amount outstanding under its reverse repurchase
agreements has from time to time exceeded the maximum committed amount, and may
from time to time exceed such maximum committed amount in the future.
The REIT provisions of the Internal Revenue Code require the Company to
distribute to its shareholders substantially all of its net earnings. As a
result, such provisions restrict the Company's ability to retain earnings and
replenish the capital committed to its business activities.
The Company's liquidity is also affected by its ability to access the debt
and equity capital markets. To the extent that the Company is unable to
regularly access such markets, the Company could be forced to sell assets at
unfavorable prices or discontinue various business activities in order to meet
its liquidity needs. As a result, any such inability to access the capital
markets could have a negative impact on the Company's earnings.
Substantially all of the Company's assets are pledged to secure the
repayment of CMOs, reverse repurchase agreements and other borrowings. It is
anticipated that substantially all of the mortgage loans the Company acquires in
the future will also be pledged to secure borrowings pending their
securitization or sale or as a part of their long-term financing. The cash flows
received by the Company from its investments that have not yet been distributed,
pledged or used to acquire mortgage loans or other investments may be the only
unpledged assets available to unsecured creditors and stockholders in the event
of liquidation of the Company. For a discussion of the Company's borrowings, see
'Business -- Financing Sources.'
COMPETITION
In purchasing mortgage loans and issuing mortgage-backed securities, the
Company competes with established mortgage conduit programs, investment banking
firms, savings and loan associations, banks, FNMA, FHLMC, the Government
National Mortgage Association ('GNMA'), mortgage bankers, insurance companies,
other lenders and other entities purchasing mortgage assets. Certain changes
currently taking place in the mortgage industry, including technological
initiatives promoted by FNMA and FHLMC which could give such entities direct
access to mortgage borrowers, may have an adverse impact upon current sellers to
the Company's mortgage conduit operations. Continued consolidation in the
mortgage banking industry may also reduce the number of such sellers, thus
reducing the Company's potential customer base, resulting in the Company's
purchasing a larger percentage of mortgage loans from a smaller number of
sellers. Such changes could negatively impact the Company's mortgage conduit
operations. See ' -- Demand for Residential Mortgage Loans and the Company's
Non-Conforming Loan Products' and 'Business -- Mortgage Conduit
Operations -- Marketing and Production -- Mortgage Loans Acquired.'
Mortgage-backed securities issued through the Company's mortgage conduit
operations face competition from other investment opportunities available to
prospective investors.
The Company faces competition in its warehouse lending operations from
banks and other warehouse lenders, including investment banks and other
financial institutions. Similarly, the Company faces competition in its
construction lending operations from banks and other financial institutions.
Many of the institutions with which the Company competes in its mortgage
conduit, warehouse lending and construction lending operations have
significantly greater financial resources than the Company.
7
CREDIT RISKS
The REMICs and CMOs created by the Company have been structured so that, in
general, substantially all of such securities are rated investment grade by at
least one nationally recognized rating agency. The ratings of the Company's
mortgage-backed securities are based on the perceived credit risk by the
applicable rating agency of the underlying mortgage loans, the structure of the
securities and the associated level of credit enhancement. The Company currently
provides credit enhancement principally by issuing mortgage-backed securities in
senior/subordinated structures. In a senior/subordinated structure, the
subordinated portion of the structure absorbs losses before the senior portion
is affected. The Company, however, is at risk for credit losses on mortgage
loans prior to their securitization and, to the extent it retains any of the
mortgage-backed securities evidencing interests in such mortgage loans,
subsequent to their securitization in an amount up to the amount of securities
retained. Although the Company has recourse against the seller of the affected
mortgage loan in the event of fraud or misrepresentation during the mortgage
loan origination process or upon early payment default, the Company is at risk
of loss to the extent that such seller does not perform its obligations. The
Company also assumes credit risk for mortgage loans held for investment.
In the future, the Company expects to continue to provide credit
enhancement principally through the issuance of mortgage-backed securities in
senior/subordinated structures. The Company has retained, and expects to
continue to retain, certain of the subordinated securities so issued on a short-
term or long-term basis and may occasionally purchase similar subordinated
securities from other entities. Subordinated securities retained or acquired by
the Company subject the Company to credit risk on the underlying mortgage loans
up to the amount of the securities retained or acquired.
Credit risks associated with jumbo loans and other non-conforming loans may
be greater than those associated with conforming loans which comply with FNMA
and FHLMC guidelines. Non-conforming mortgage loans generally consist of jumbo
mortgage loans (loans with a principal balance in excess of $203,150) or loans
which are originated in accordance with underwriting or product guidelines that
differ from those applied by FNMA, FHLMC or GNMA. The principal differences
between conforming loans and the non-conforming loans purchased by the Company
include the applicable loan-to-value ratio, the credit history and income of the
mortgagor, the documentation required for approval of the mortgagor, the type of
property securing the mortgage loan, loan size and the mortgagor's occupancy
status with respect to the mortgaged property. As a result of these and other
factors, the interest rates charged on non-conforming loans are often higher
than those charged for conforming loans. The combination of different
underwriting criteria and higher rates of interest may lead to higher
delinquency rates and/or credit losses for non-conforming as compared to
conforming loans and could have an adverse effect on the Company to the extent
that the Company retains such loans or securities evidencing interests in such
loans.
As a warehouse and construction lender, the Company is a secured creditor
of mortgage bankers and builders and is subject to the risks associated with
such businesses, including the risks of fraud, borrower default and bankruptcy,
any of which could result in credit losses for the Company. Any claim of the
Company as a secured lender in a bankruptcy proceeding may be subject to
adjustment and delay. See ' -- Construction Lending Risks' below and
'Business -- Warehouse Lending.'
DEMAND FOR RESIDENTIAL MORTGAGE LOANS AND THE COMPANY'S NON-CONFORMING LOAN
PRODUCTS
The availability of mortgage loans meeting the Company's criteria is
dependent upon, among other things, the size of and level of activity in the
residential real estate lending market and, in particular, the demand for
non-conforming mortgage loans. The size and level of activity in the residential
real estate lending market depend on various factors, including the level of
interest rates, regional and national economic conditions and inflation and
deflation in residential property values. To the extent the Company is unable to
obtain sufficient mortgage loans meeting its criteria, the Company's business
will be adversely affected.
FNMA, FHLMC and GNMA are not currently permitted to purchase mortgage loans
with original principal balances above $203,150. If this dollar limitation is
increased without a commensurate increase in home prices, the Company's ability
to maintain or increase its current acquisition levels could be
8
adversely affected as the size of the non-conforming mortgage loan market may be
reduced, and FNMA, FHLMC and GNMA may be in a position to purchase a greater
percentage of the mortgage loans in the secondary market than they currently
acquire.
In general, lower interest rates prompt greater demand for mortgage loans,
because more individuals can afford to purchase residential properties (assuming
incomes do not decline), and refinance transactions increase. However, if low
interest rates are accompanied by a weak economy and high unemployment, demand
for housing and residential mortgage loans may decline. Conversely, higher
interest rates and lower levels of housing finance and refinance activity may
decrease mortgage loan purchase volume levels, resulting in decreased economies
of scale and higher costs per unit, reduced fee income, smaller gains on the
sale of non-conforming mortgage loans and lower net income during the
accumulation phase.
The Company anticipates that the properties that secure the Company's
mortgage loans will continue to have their largest concentration in California.
Since 1989, the California economy has been adversely affected by an economic
recession. A continued decline of general economic conditions in California or
in the California real estate market resulting in decreased home purchasing and
refinancing activity could have an adverse effect on the Company's ability to
acquire mortgage loans in California. In addition, of the $4.5 billion in
mortgage loans acquired by the Company during the nine months ended September
30, 1994, $3.4 billion (or 76%) were acquired from the Company's top ten sellers
by volume of sales, and $2.6 billion (or 59%) were acquired from the top three
of such sellers. None of such top ten sellers is an affiliate of the Company. If
any one of the top three sellers were to cease selling mortgage loans to the
Company and the Company were to be unable to replace the volume attributable to
such seller, the Company's business could be adversely affected. While the
Company is taking steps to increase the diversification of its top sellers, no
assurance can be given that such steps will be successful. See
'Business -- Mortgage Conduit Operations -- Marketing and Production -- Mortgage
Loans Acquired.'
CONSTRUCTION LENDING RISKS
In connection with its construction lending operations, the Company
provides single family subdivision construction lending to developers. Risks
involved in construction lending include both project risks and market risks,
among others.
Project risks, those risks directly related to the construction effort,
include cost overruns, product liability for materials used in construction,
borrower credit risk/completion risk, general contractor credit risk, and
environmental and other hazards risk. The Company attempts to detect and avoid
potential cost overruns through detailed, independent cost estimation reviews
completed prior to funding and at each disbursement of funds. The Company
believes that product liability and/or faulty materials risks are mitigated by
careful selection of the builders with whom the Company does business, the
generally standard and tested materials used in residential construction and the
Company's requirement for product liability insurance. The Company attempts to
identify and assess borrower and general contractor credit risk through credit
checks of the borrower and general contractor, guarantor and principals prior to
loan approval and through a loan structure requiring full recourse to the
borrower and, if necessary, third party guarantees to supplement the same.
Completion risk is similarly addressed by an assessment of the financial
strength of the borrower/guarantor and testing of the budget at each
disbursement for adequacy to complete the project. The Company believes that
environmental risks are reduced by the requirement for independent environmental
assessments prior to loan approval.
Market risks are those risks associated with the sale of the completed
residential units and include interest rate/affordability risk, risks posed by
competing projects and product design risk. The Company attempts to manage
interest rate and affordability risk through the use of loan-to-cost and
loan-to-value guidelines and by requiring that construction of larger projects,
and associated advances of funds, be carried out in successive phases. The
Company gathers information through city or county planning departments as well
as commercial market information services in order to try to identify and assess
potential competing projects. The Company tries to reduce product design risk
through a review of project plans and specifications by a cost estimator, the
Company's underwriting staff and an
9
independent appraiser. Other risks include fraud and borrower bankruptcy. No
assurance can be given that the Company's attempts to mitigate project risks and
market risks will be successful.
As a new entrant to the construction lending field, the Company has no
record of successful lending in such field and has little experience in
originating and administering construction loans. Demand for the Company's
construction loans is also affected by conditions prevailing in the regional
economies where the Company makes construction loans and by the level of
interest rates. The Company does not currently have committed financing
facilities available to it with which to finance its construction lending
operations and, as a consequence, must currently finance its construction
lending operations with its equity capital. In the event that the Company is
unable to obtain alternative financing, the Company may be required to curtail
its construction lending activities. The Company faces competition in its
construction lending operations from banks and other financial institutions,
many of which have significantly greater financial resources than the Company.
POTENTIAL CONFLICTS OF INTEREST
Although the Company believes that its relationships with CAMC, CCI and CFC
provide significant benefits to its various operations, the Company is subject
to potential conflicts of interest arising from its relationship with its
manager, CAMC, and CAMC's affiliates. CAMC, through its affiliation with CFC,
has interests that conflict with those of the Company in fulfilling certain of
its duties. The Company relies upon CAMC (which has entered into a subcontract
with CFC to provide certain management services to the Company) for the
day-to-day operation of its business. Currently, the Company has no employees
and relies upon CAMC and its employees to conduct the Company's business
including its mortgage conduit, warehouse lending and construction lending
operations. In conducting its operations, the Company may also utilize CFC as a
resource for loan servicing, personnel administration and loan production. No
assurance can be given that the Company's relationships with CAMC and its
affiliates will continue indefinitely. The failure or inability of CAMC to
provide the services required of it under the management agreement (or of CFC to
perform its obligations under its subcontract with CAMC) or any other agreements
or arrangements with the Company could have a material adverse effect on the
Company's business. In addition, as sole holder of all outstanding voting stock
of INMC, CFC has the right to elect all directors of INMC. Such directors elect
the INMC officers and determine the dividend policy of INMC.
Although the Company generally purchases mortgage loans on a servicing
retained basis (where the seller retains the servicing rights) and CFC purchases
mortgage loans on a servicing released basis (where the buyer acquires the
servicing rights), the Company may from time to time compete with CFC for the
purchase of mortgage loans in those cases where sellers are evaluating servicing
retained as well as servicing released sales options. If this competition were
to increase or if CFC were to compete with the Company in other areas of its
business, such competition, supported by CFC's greater financial and other
resources, could result in lower volumes of loans purchased by the Company and,
consequently, reduced earnings (or increased losses) for the Company.
RESTRICTIONS ON OWNERSHIP OF COMMON STOCK
The Company's Certificate of Incorporation and Bylaws prohibit concentrated
ownership of the Company which might jeopardize its qualification as a real
estate investment trust under the Internal Revenue Code of 1986, as amended (the
'Code'). See 'Description of Common Stock.' These provisions may inhibit market
activity and the resulting opportunity for the Company's stockholders to receive
a control premium for their shares, since the Company's Certificate of
Incorporation prohibits ownership of more than 9.8% of the Company's outstanding
shares of Common Stock by any one person or group. Although the Company's
directors do not anticipate that the Company will repurchase or otherwise reduce
the number of outstanding shares of the Company's Common Stock (except in the
event of mandatory purchases of Excess Shares, as defined herein), investors
seeking to acquire substantial holdings in the Company should be aware that this
ownership limitation may be exceeded by a stockholder without any action on his
or her part if the number of outstanding shares of the Company's capital stock
is reduced.
10
The Company's Certificate of Incorporation and Bylaws provide that
'disqualified organizations' within the meaning of Section 860E(e)(5) of the
Code, which generally include governmental entities and other tax-exempt persons
not subject to tax on unrelated business taxable income, are ineligible to hold
the Company's shares. Accordingly, the shares of Common Stock offered hereby
should not be purchased or held by such disqualified organizations. See 'Certain
Federal Income Tax Considerations.'
CONSEQUENCES OF FAILURE TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST
Although the Company has satisfied and intends to continue to satisfy
Sections 856 through 860 of the Code (the 'Real Estate Investment Trust
Provisions of the Code'), no assurance can be given that the future operations
of the Company will continue to satisfy such requirements. If in any tax year
the Company should not qualify as a real estate investment trust, it would be
taxed as a corporation, and distributions to the Company's stockholders would
not be deductible by the Company in computing its taxable income. In that event,
the Company would not be eligible again to elect real estate investment trust
status until the fifth taxable year that begins after the year for which the
Company's election was terminated unless certain relief provisions apply.
Failure to qualify would reduce the amount of after-tax earnings available for
distribution to stockholders and could result in the Company incurring
substantial indebtedness (to the extent borrowings are feasible), or disposing
of substantial investments, in order to pay the resulting taxes or, in the
discretion of the Company, to maintain the level of the Company's distributions
to its stockholders. See 'Certain Federal Income Tax Considerations.'
11
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data is qualified in its
entirety by, and should be read in conjunction with, the consolidated financial
statements and notes thereto incorporated by reference in this Prospectus. The
consolidated financial data for each of the five years in the period ended
December 31, 1993 has been derived from audited financial statements. The
consolidated financial information for the nine months ended September 30, 1994
and 1993 has been derived from unaudited consolidated financial statements;
however, in the opinion of management of the Company, all adjustments
(consisting of only normal recurring adjustments) necessary for a fair
presentation of the results for such periods have been included. The operating
results of the Company for the nine months ended September 30, 1994 are not
necessarily indicative of the operating results to be expected for the entire
year.
[Enlarge/Download Table]
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------- ------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---------- ---------- ---------- -------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
SELECTED EARNINGS STATEMENT DATA:
Interest income
Mortgage loans held for sale.... $ 45,509 $ 15,880 $ 29,072 $ -- $ -- $ -- $ --
Collateral for CMOs............. 16,899 33,701 41,685 68,692 106,863 123,124 137,747
Mortgage loans held for
investment.................... 6,121 -- -- -- -- -- --
Mortgage securities, net........ 2,385 674 674 37,378 41,771 38,889 47,734
Master servicing, net........... 4,415 244 (4,518) -- -- -- --
Other........................... 3,885 435 1,942 -- -- -- --
---------- ---------- ---------- -------- ---------- ---------- ----------
Total interest income...... 79,214 50,934 68,855 106,070 148,634 162,013 185,481
Interest expense
Reverse repurchase agreements
and other borrowings.......... 36,849 7,223 14,341 23,953 28,714 32,073 43,059
CMOs............................ 21,607 43,409 54,958 83,558 106,681 117,438 130,530
---------- ---------- ---------- -------- ---------- ---------- ----------
Total interest expense..... 58,456 50,632 69,299 107,511 135,395 149,511 173,589
---------- ---------- ---------- -------- ---------- ---------- ----------
Net interest income (expense)........ 20,758 302 (444) (1,441) 13,239 12,502 11,892
Gain on sale of mortgage loans and
securities......................... 7,782 4,613 9,305 9,031 735 -- --
Gains on sale of servicing........... 5,834 -- -- -- -- -- --
Salaries, general, and administrative
expenses........................... (11,374) (2,182) (4,192) (1,606) (1,485) (1,538) (1,595)
Management fees to affiliate......... (702) (315) (400) (997) (1,622) (1,451) (1,652)
Provision for income taxes........... (3,237) (1,682) (1,789) -- -- -- --
---------- ---------- ---------- -------- ---------- ---------- ----------
Net earnings............... $ 19,061 $ 736 $ 2,480 $ 4,987 $ 10,867 $ 9,513 $ 8,645
---------- ---------- ---------- -------- ---------- ---------- ----------
---------- ---------- ---------- -------- ---------- ---------- ----------
Earnings per share................... $0.59 $0.04 $0.13 $0.36 $0.78 $0.70 $0.63
Dividends per share (declared for
earnings of the period)............ $0.60 $0.36 $0.48 $0.48 $0.78 $0.69 $0.64
SELECTED BALANCE SHEET DATA AT PERIOD END:
Mortgage loans held for sale......... $ 599,845 $ 587,204 $ 872,490 $ -- $ -- $ -- $ --
Mortgage loans held for investment... 307,566 -- -- -- -- -- --
Total assets......................... 1,482,205 1,188,977 1,440,153 714,225 1,852,057 1,737,731 1,844,483
CMOs, including accrued interest..... 214,112 485,353 365,886 571,857 1,040,495 1,220,905 1,352,824
Reverse repurchase agreements,
including accrued interest......... 991,630 498,401 806,757 21,950 688,860 394,056 369,241
Total shareholders' equity........... 256,267 189,263 250,608 119,995 122,403 121,147 120,776
SELECTED OTHER DATA:
Mortgage loans acquired.............. $4,493,605 $1,886,107 $3,451,119 -- -- -- --
Master servicing portfolio........... 6,275,445 952,180 2,094,152 -- -- -- --
12
THE COMPANY
The Company was incorporated in the State of Maryland on July 16, 1985 and
reincorporated in the State of Delaware on March 6, 1987. The Company has
elected to be taxed as a real estate investment trust under the Code. As a
result of this election, the Company will not, with certain limited exceptions,
be taxed at the corporate level on the net earnings distributed to the Company's
stockholders.
The principal executive offices of the Company are located at 35 North Lake
Avenue, Pasadena, California 91101-1857, and its telephone number is (800)
669-2300.
BUSINESS
The Company operates three businesses: its principal business, a
non-conforming mortgage loan conduit conducted through INMC, a warehouse lending
division (WLCA) and a construction lending division (CLCA). The Company's
principal sources of income from its mortgage conduit operations are gains
recognized on the sale of mortgage loans and securities, the net spread between
interest earned on mortgage loans owned by the Company and the interest costs
associated with the borrowings used to finance such loans pending their
securitization ('net interest spread') and the net interest income earned on its
investment portfolio of mortgage loans, master servicing fees receivable and
mortgage-backed securities. See ' -- Mortgage Conduit Operations.' The Company's
principal sources of income from its warehouse lending and construction lending
operations are the net spread between interest earned on the warehouse lending
and construction loans and the interest costs associated with the borrowings
used to finance such loans and the fee income paid to the Company by the
borrowers in connection with such loans. See ' -- Warehouse Lending' and
' -- Construction Lending.' Prior to 1993, the Company had been exclusively a
long-term investor in single-family, first-lien, residential mortgage loans and
in mortgage-backed securities representing interests in such loans. See
' -- Historical Operations.'
MORTGAGE CONDUIT OPERATIONS
GENERAL
As a non-conforming mortgage loan conduit, INMC is an intermediary between
the originators of mortgage loans that do not currently meet the guidelines for
purchase by the government and government sponsored entities (i.e., GNMA, FNMA
and FHLMC) that guarantee mortgage-backed securities ('non-conforming mortgage
loans') and permanent investors in mortgage-backed securities secured by or
representing an ownership interest in such mortgage loans. The Company's
mortgage conduit operations consist of the purchase and securitization of
mortgage loans secured by first liens on single (one-to-four) family residential
properties that are originated in accordance with the Company's underwriting
guidelines. Sellers generally retain the rights to service the mortgage loans
purchased by the Company.
Based upon its experience in the mortgage banking industry and in the
mortgage conduit business, management of the Company believes it can compete
effectively by providing mortgage loan sellers with an expanded and
competitively priced array of non-conforming mortgage loan products; timely
purchasing of loans; flexible master commitments; and mandatory, best efforts
and optional rate-locks. The Company also believes the response time
efficiencies, purchase commitment options and pricing offered by its mortgage
conduit operations have enabled it to compete effectively with other non-
conforming mortgage loan conduits.
MARKETING AND PRODUCTION
Marketing Strategy. The Company's mortgage conduit operations are designed
to attract both large and small sellers of non-conforming mortgage loans by
offering a variety of products, pricing and loan underwriting methods designed
to be responsive to such sellers' needs. The Company expects to continue to
introduce niche products from time to time, which may give the Company temporary
competitive advantages. The Company's products include fixed-rate,
adjustable-rate and negative
13
amortization mortgage loans, combined construction and permanent mortgage loans,
mortgage loans for cooperatives, model homes and investment properties and
mortgage loans to foreign nationals. In response to the perceived needs of
non-conforming mortgage loan sellers, the Company's marketing strategy offers
competitive pricing, response time efficiencies in the purchase process, direct
and frequent contact through a trained sales force and flexible commitment
programs. The Company recently restructured its sales and marketing staff by
consolidating its sales force for its three businesses. Management believes that
these restructuring efforts will encourage cross-selling of the Company's
mortgage conduit, warehouse lending and construction lending products and, at
the same time, reduce overall marketing costs. Additionally, the Company
believes that this restructuring will assist it in targeting smaller mortgage
bankers. The Company's sale of mortgage loans it purchases through the issuance
of mortgage-backed securities enables the Company to offer sellers competitive
pricing.
The Company utilizes a computer-based seller/servicer guide for sellers (the
'Seller/Servicer Guide') which is available in hard copy format and diskette,
and may be accessed through a third-party computer documentation network. In
addition, sellers have direct access to the Company's senior management to
resolve issues or to design solutions to their specific needs.
The Company has established three loan underwriting methods designed to be
responsive to the needs of non-conforming mortgage loan sellers. The first
method established by the Company is a delegated underwriting program pursuant
to which mortgage loans are underwritten in accordance with the Company's
guidelines by the seller and purchased on the basis of the seller's financial
strength, historical loan quality and other qualifications. The delegated
underwriting program enables sellers to deliver loans to the Company without
time delay imposed by the Company's underwriters or a third party underwriter,
such as a mortgage pool insurer. A sample of such loans is subsequently reviewed
by the Company in accordance with its expanded quality control guidelines. The
efficiencies and other features of the delegated underwriting program have
helped differentiate the Company's mortgage conduit operations from its
competitors.
The delegated underwriting program consists of two separate subprograms.
The Company's principal delegated underwriting subprogram is designed for loan
sellers that meet higher financial and performance criteria than those
applicable to sellers generally. While certain sellers have delegated
underwriting authority for all mortgage products under this subprogram, others
have delegated authority only with respect to certain products. As of September
30, 1994, 55 sellers had received full delegated underwriting approval, and
during the nine months ended September 30, 1994, the Company had purchased
approximately $3.45 billion aggregate principal amount of mortgage loans from
these sellers through this subprogram. The Company also operates a restricted
delegated underwriting subprogram that is available to substantially all of the
Company's sellers. Under this more limited subprogram, only the Company's
standard loan products with loan-to-value ratio (i.e., the percentage obtained
by dividing the principal amount of a loan by the lower of the sales price or
appraised value of the mortgaged property when the loan is originated) and
outstanding balance requirements which are more restrictive than the Company's
standard guidelines may be submitted. During the nine months ended September 30,
1994, the Company purchased approximately $1 million aggregate principal amount
of mortgage loans through this subprogram.
Under the Company's second underwriting method, sellers submit to the
Company mortgage loans for which there is no pool insurance commitment, to be
underwritten in accordance with the Company's guidelines. During the nine months
ended September 30, 1994, the Company purchased approximately $552 million
aggregate principal amount of mortgage loans under this program.
The Company's third method is designed to serve sellers who generally
obtain mortgage pool insurance commitments in connection with the origination of
their loans. Under the third method, the Company does not perform a full
underwriting review of such mortgage loans, but instead relies on the credit
review and analysis of the mortgage pool insurer and its own follow-up quality
control procedures. During the nine months ended September 30, 1994, the Company
purchased $488 million aggregate principal amount of mortgage loans under this
program. The Company expects that significantly fewer mortgage loans will be
purchased pursuant to this program in future periods than in recent periods.
Under all three methods, loans are purchased by the Company only after
completion of a legal documentation and eligibility criteria review. See
' -- Underwriting and Quality Control.'
14
The Company has experienced no material differences in the rates of
delinquencies and credit losses with respect to mortgage loans purchased
pursuant to each of its three loan underwriting methods. Although the delegated
underwriting program could be deemed to present inherently greater risks due to
the lower level of individual loan review, the Company believes that this risk
is mitigated by the higher net worth requirements applicable to loan sellers
eligible for the delegated underwriting program, thereby enhancing the financial
support for the representations and warranties made by such sellers to the
Company, and such sellers' experience and demonstrated performance with the
government sponsored entities referred to above with respect to the delegated
underwriting program.
In addition to its three loan underwriting methods, the Company has
established five methods for verifying borrower income and assets in order to be
responsive to the needs of non-conforming mortgage loan sellers. With respect to
all five methods, generally as the standards for required documentation are
lowered, the borrower down payment requirements are increased and the required
loan-to-value ratios are decreased, the borrower must have a stronger credit
history, more cash reserves are required, and the appraisal of the subject
property is reviewed more conservatively. The Company's first method of
verifying borrower income and assets requires third party written verification
of the borrower's liquid assets and income. The second method requires written
evidence, obtained directly from the borrower, of the borrower's liquid assets
and income. This includes W-2 forms, pay stubs and tax returns to verify income
and bank and broker statements to verify assets. The third method requires third
party written verification of assets. With respect to the borrower's income
under this method, the borrower provides unverified information on the loan
application and provides the Company with a tax form that can be used to verify
income at a later date. The fourth method requires third party written
verification of assets; however, no information is obtained regarding the
borrower's income. Under the final method, the borrower provides unverified
asset information in the loan application and no information is obtained
regarding the borrower's income. The latter two methods are only available to
borrowers with a strong asset base and perfect credit history and who have a
demonstrated track record in making mortgage payments on a timely basis.
As part of its marketing strategy, the Company emphasizes the advantages to
the seller of retaining the rights to service the loans purchased by the
Company. In general, retention of servicing rights may be advantageous, because
earnings from a servicing portfolio may to some extent offset the effect of
increasing interest rates on loan origination revenues. In addition, retention
of servicing rights for non-conforming mortgage loans enables sellers to
maintain direct contact with the non-conforming mortgage loan borrowers and may
provide opportunities for the seller or its affiliates to offer other services
or products. Maintaining an ongoing relationship may increase the likelihood
that such borrowers will choose the seller or its affiliates for future real
estate or financial transactions.
Mortgage Loans Acquired. Substantially all of the mortgage loans purchased
through the Company's mortgage conduit operations have been non-conforming
mortgage loans. Non-conforming mortgage loans are loans that do not qualify for
purchase by FHLMC or FNMA or for inclusion in a loan guarantee program sponsored
by GNMA. Currently, the maximum principal balance for a conforming loan is
$203,150. Loans that exceed such maximum principal balance are referred to as
'jumbo loans.' Non-conforming mortgage loans generally consist of jumbo mortgage
loans or loans which are originated in accordance with underwriting or product
guidelines that differ from those applied by FNMA, FHLMC and GNMA. Such
non-conforming loans may involve some greater risk as a result of such different
product structures and underwriting guidelines.
Non-conforming loans purchased by the Company pursuant to its underwriting
programs typically differ from those purchased pursuant to the guidelines
established by FNMA, FHLMC and GNMA primarily with respect to loan-to-value
ratios, borrower income or credit history, required documentation, interest
rates, borrower occupancy of the mortgaged property and/or property types. To
the extent that these programs reflect underwriting standards different from
those of FNMA, FHLMC and GNMA, the performance of loans made thereunder may
reflect higher delinquency rates and/or credit losses.
The Company's focus on the acquisition of jumbo and non-conforming mortgage
loans may affect the Company's financial performance. For example, the purchase
market for jumbo and non-conforming loans has typically provided for higher
interest rates in order to compensate for the lower liquidity of
15
such loans, thereby potentially enhancing the interest income earned by the
Company during the accumulation phase for loans held for sale and during the
holding period for loans held for investment. In addition, due to the lower
level of liquidity in the jumbo and non-conforming loan market, the Company may
realize higher returns upon securitization of such loans than would be realized
upon securitization of conforming loans. On the other hand, such lower level of
liquidity may from time to time cause the Company to hold such loans or other
mortgage related assets supported by such loans. In addition, by retaining for
investment either the loans or other mortgage-related assets supported by such
loans, the Company assumes the potential risk of any increased delinquency rates
and/or credit losses as well as interest rate risk. See 'Risk Factors -- Changes
in Interest Rates' and ' -- Credit Risks.'
The credit quality of the loans purchased by the Company will vary
depending upon the specific program offered by the Company under which such
loans are purchased. For example, a principal credit risk inherent in
adjustable-rate mortgage loans is the potential 'payment shock' experienced by
the borrower as rates rise, which could result in increased delinquencies and
credit losses. In the case of negative amortization mortgage loans, a portion of
the interest due accrues to the underlying principal balance of the loan,
thereby increasing the loan-to-value ratio of the mortgage loan; as a general
rule, mortgage loans with higher loan-to-value ratios are vulnerable to higher
delinquency rates given the borrower's lower equity investment in the underlying
property. Limited documentation mortgage loans, by contrast, must meet lower
loan-to-value ratios and more rigorous criteria for borrower credit quality in
order to compensate for the reduced level of lender due diligence with respect
to the borrower's earnings history and capacity. The Company regularly reviews
its delinquency and foreclosure statistics against those of other major mortgage
loan conduits, and believes that its delinquency and foreclosure rates compare
favorably with those of its major competitors. There can be no assurance,
however, that the Company will continue to experience such relatively favorable
delinquency and foreclosure rates.
The Company's loan purchase activities focus on those regions of the
country where higher volumes of non-conforming mortgage loans are originated,
including California, Connecticut, Florida, Hawaii, Illinois, Maryland,
Michigan, New Jersey, New York, Ohio, Texas, Virginia, Washington and
Washington, D.C. The Company's highest concentration of non-conforming mortgage
loans relates to properties located in California because of the generally
higher property values and mortgage loan balances prevalent there. Mortgage
loans secured by California properties have accounted for approximately 69% of
the mortgage loans purchased during the nine months ended September 30, 1994. In
addition, of the $4.5 billion in loans acquired during the nine months ended
September 30, 1994, $3.4 billion (or 76%) were acquired from the Company's top
ten sellers by volume of sales, and $2.6 billion (or 59%) were acquired from the
top three of such sellers. Headlands Mortgage Company, First California Mortgage
Company and Imperial Credit Industries, Inc. were each responsible for sales to
the Company of in excess of 10% of total loans acquired by the Company during
the first nine months of 1994. None of such sellers is an affiliate of the
Company. The Company is attempting to reduce its seller concentration by
increasing its marketing efforts with respect to smaller and mid-sized loan
sellers and by providing increased incentives to its sales force to develop such
accounts. See 'Risk Factors -- Demand for Residential Mortgage Loans and the
Company's Non-Conforming Loan Products' and ' -- Competition.'
Mortgage loans acquired by the Company are secured by first liens on single
(one-to-four) family residential properties with either fixed or adjustable
interest rates. During the nine months ended September 30, 1994, fixed-rate
mortgage loans accounted for approximately 56% of the mortgage loans purchased
by the Company. Fixed-rate mortgage loans have a constant interest rate over the
life of the loan, which is generally 15, 20 or 30 years. As interest rates have
risen in recent periods, the volume of adjustable-rate mortgages ('ARMs')
purchased by the Company has grown, and, in the quarter ended September 30,
1994, ARMs accounted for approximately 50% of all mortgage loans purchased by
the Company. ARM loans provide for the periodic adjustment of the rate of
interest, which equals the sum of a fixed margin and an interest index, subject
to periodic and lifetime interest rate adjustment caps. The Company anticipates
that all mortgage loans it purchases will fully amortize over their remaining
terms. In connection with its mortgage conduit operations, the Company currently
purchases (i) fixed-rate mortgage loans that have original terms to maturity
ranging from 5 to 30 years, (ii) ARM mortgage loans that adjust based on the one
year constant maturity Treasury index (the 'CMT Index'), the six month
Certificate of Deposit rate or the six month London interbank offered rate
('LIBOR'), (iii)
16
negative amortization payment-capped ARM mortgage loans that adjust based on the
one-month eleventh district cost of funds index and the one-month LIBOR, (iv)
negative amortization graduated payment mortgage loans, (v) 5/25 mortgage loans
that adjust on a one-time basis approximately five years following origination
to an interest rate based upon the ten-year U.S. Treasury Note at such
adjustment date and (vi) ARM 3/1, ARM 5/1, ARM 7/1 and ARM 10/1 mortgage loans
that adjust yearly commencing three, five, seven or ten years, respectively,
following origination based on the CMT Index. All of the Company's ARM mortgage
loans are 30-year amortizing mortgage loans. The Company may from time to time
purchase mortgage loans with other interest rate and maturity characteristics.
The Company also purchases ARM loans which provide the borrower with the
future option to convert to a fixed rate of interest. Although the Company
generally plans to sell or securitize these ARM loans in connection with its
mortgage conduit operations, it will generally be obligated to repurchase the
fixed-rate loans resulting from any such conversion. Although the Company
generally has the right to require repurchase of any such converted mortgage
loan by the servicer or seller of such loan, no assurance can be given that the
servicer or seller will be able to honor its obligations.
The Company intends to commence during the first quarter of 1995 the
purchase and securitization of 'B' and 'C' grade residential mortgage loans, and
the Company is currently in the process of hiring an executive officer to
oversee the program. In general, 'B' and 'C' grade loans are residential
mortgage loans made to borrowers with lower credit ratings than borrowers of
higher quality, or so called 'A' grade, mortgage loans, and are normally subject
to higher rates of loss and delinquency than the other non-conforming loans
purchased by the Company. As a result, 'B' and 'C' grade loans normally bear a
higher rate of interest, and may be subject to higher fees (including greater
prepayment fees and late payment penalties), than non-conforming loans of 'A'
quality. The Company will develop new underwriting guidelines to govern the
acquisition of such loans. In general, greater emphasis is placed upon the value
of the mortgaged property and, consequently, the quality of appraisals thereof,
and less upon the credit history of the borrower in underwriting 'B' and 'C'
grade mortgage loans than in underwriting 'A' grade loans. In addition, 'B' and
'C' grade loans are generally subject to lower loan-to-value ratios than 'A'
grade loans.
The Company intends to purchase such 'B' and 'C' grade loans on a
servicing-released basis rather than on a servicing-retained basis, as is its
usual practice, due to its belief that control over the servicing and collection
functions with respect to such loans is important to the realization of a
satisfactory return thereon. In connection therewith, the Company intends to
contract with CFC for the performance of such servicing functions. As part of
this process, the Company may form a separate collection group to assist CFC in
the servicing of these loans.
In connection with the securitization of 'B' and 'C' grade loans, the
Company expects the levels of subordination required as credit enhancement for
the more senior classes of securities issued in connection therewith to be
higher than that with respect to the non-conforming loans usually securitized by
it. Thus, to the extent that the Company retains any of the subordinated
securities created in connection with such securitizations and losses with
respect to such pools of 'B' and 'C' grade loans are higher than expected, the
Company's earnings could be adversely affected. Furthermore, the Company expects
to utilize a number of CAMC's existing personnel in connection with the sales,
production and secondary marketing of 'B' and 'C' grade loans. As a result, the
Company anticipates that it will need to hire only a relatively small number of
employees to manage and assist in the administration of its 'B' and 'C' loan
program. The Company does not expect to commit a material amount of funds to the
acquisition and securitization of 'B' and 'C' grade loans during 1995, and the
Company does not expect such activities to contribute materially to the
Company's earnings during such period.
Seller Eligibility Requirements. The mortgage loans acquired pursuant to
the Company's mortgage conduit operations are originated by various sellers,
including savings and loan associations, banks, mortgage bankers and other
mortgage lenders. Sellers are required to meet certain regulatory, financial,
insurance and performance requirements established by the Company before they
are eligible to participate in the Company's mortgage loan purchase program, and
must submit to periodic reviews by the Company to ensure continued compliance
with these requirements. The Company's current criteria
17
for seller participation generally include a tangible net worth of at least $1
million, approval as a FNMA or FHLMC Seller/Servicer in good standing, and
approval as a HUD approved mortgagee in good standing or a financial institution
that is insured by the FDIC or comparable federal or state agency and is
supervised and examined by a federal or state authority. In addition, sellers
are required to have comprehensive loan origination quality control procedures.
In connection with its qualification, each seller enters into an agreement that
provides for recourse by the Company against the seller in the event of any
material breach of a representation or warranty made by the seller with respect
to mortgage loans sold to the Company, any fraud or misrepresentation during the
mortgage loan origination process or upon early payment default on such loans.
As of September 30, 1994, 407 sellers have been approved by the Company as being
eligible to participate in its mortgage conduit operations.
Servicing Retention. Sellers of mortgage loans to the Company are generally
expected to retain the rights to service the mortgage loans purchased by the
Company. Servicing includes collecting and remitting loan payments, making
required advances, accounting for principal and interest, holding escrow or
impound funds for payment of taxes and insurance, if applicable, making required
inspections of the mortgaged property, contacting delinquent borrowers and
supervising foreclosures and property dispositions in the event of unremedied
defaults in accordance with the Company's guidelines. The servicer receives fees
generally ranging from 1/4% to 1/2% per annum on the declining principal
balances of the loans serviced. Under certain circumstances, sellers have the
option to require the Company to purchase such servicing rights at a previously
determined price. During 1993 and through September 30, 1994, the Company
purchased servicing rights with respect to approximately $2.3 billion in initial
aggregate principal amount of mortgage loans which it had previously purchased
on a servicing-retained basis from sellers, and sold such servicing rights with
respect to approximately $1.8 billion in initial aggregate principal amount of
mortgage loans to CFC in June 1994. If a seller/servicer breaches certain of its
representations and warranties made to the Company, the Company may terminate
the servicing rights of such seller/servicer and assign such servicing rights to
another servicer, including CFC.
The Company acts as master servicer with respect to the mortgage loans it
sells. Master servicing includes collecting loan payments from servicers of
loans and remitting loan payments, less master servicing fees and other fees, to
a trustee for each series of mortgage-backed securities master serviced. In
addition, as master servicer, the Company monitors compliance with its servicing
guidelines and is required to perform, or to contract with a third party to
perform, all obligations not adequately performed by any servicer.
The master servicer typically employs servicers to carry out servicing
functions. Servicers typically perform servicing functions for the master
servicer as independent contractors. A servicer's duties include collection and
remittance of principal and interest payments, administration of mortgage escrow
accounts, collection of certain insurance claims and, if necessary, foreclosure.
The master servicer may permit the servicer to contract with subservicers to
perform some or all of the servicer's servicing duties, but the servicer is not
thereby released from its servicing obligations. A master servicer may also
permit a servicer to transfer its servicing rights and obligations to a third
party.
The Company from time to time acquires the rights to service, as opposed to
master service, mortgage loans that it has previously purchased. The Company
generally purchases mortgage loans on a servicing-retained basis (where the
seller retains the servicing rights), and does not presently intend to acquire
the rights to service loans owned by other investors, since the Company does not
possess the personnel or management systems necessary to efficiently perform
such servicing. However, in order to compete effectively with other major
conduits and other purchasers who acquire mortgage loans on a servicing-released
basis, the Company has found it necessary to offer its sellers the opportunity
to sell the servicing rights associated with the mortgage loans purchased by the
Company from time to time, typically on a quarterly basis. In view of the
Company's decision not to act as a primary servicer of mortgage loans, the
Company has on occasion entered into contracts with qualified entities,
including CFC, which provide for the subservicing of the mortgage loans whose
servicing rights have been acquired by the Company. Typically, the Company has
accumulated servicing rights, and provided for the subservicing thereof by other
entities, for only so long as necessary to accumulate a servicing portfolio
which could be economically sold at a reasonable approximation of fair market
value. In June and December of 1994, the Company entered into contracts with CFC
for the bulk sale of such
18
portfolios of accumulated servicing rights, and in both cases the Company
experienced gains on the sale of such servicing rights. See 'Selected
Consolidated Financial Data' and ' -- Securitization Process.' However, there
can be no assurance that the Company's acquisition of servicing rights will
continue to provide such gains in the future.
In connection with REMIC issuances, the Company master services on a
non-recourse basis substantially all of the mortgage loans it purchases. Each
series of mortgage-backed securities is typically fully payable from the
mortgage assets underlying such series, and the recourse of investors is limited
to those assets and any credit enhancement features, such as insurance.
Generally, any losses in excess of the credit enhancement obtained are borne by
the security holders. Except in the case of a breach of the standard
representations and warranties made by the Company when mortgage loans are
securitized, the securities are non-recourse to the Company. Typically, the
Company will have recourse to the sellers of loans for any such breaches, but
there can be no assurance as to the sellers' abilities to honor their respective
obligations.
As of September 30, 1994, the Company was master servicing 27,084 loans
with an aggregate outstanding principal balance of approximately $6.3 billion,
and master servicing fees receivable comprised approximately 10% of the
Company's assets. The table below sets forth certain of the material
characteristics of the Company's master servicing fees receivable asset as of
September 30, 1994. See ' -- Mortgage Conduit Operations.'
[Enlarge/Download Table]
Outstanding principal balance........................................................... $6.3 billion
Master servicing fees receivable........................................................ $146 million
Gross weighted average coupon........................................................... 7.279%
Weighted average maturity............................................................... 319 months
Weighted average master servicing fee................................................... 0.508%
Percentage of fixed-rate loans.......................................................... 77.15%
PURCHASE COMMITMENT PROCESS AND PRICING
Master Commitments. As part of its marketing strategy, the Company
establishes mortgage loan purchase commitments ('Master Commitments') with
sellers that, subject to certain conditions, entitle the seller to sell and
obligate the Company to purchase a specified dollar amount of non-conforming
mortgage loans over a period generally ranging from three months to one year.
The terms of each Master Commitment specify whether a seller may sell loans to
the Company on a mandatory, best efforts or optional basis, or a combination
thereof. Master Commitments do not obligate the Company to purchase loans at a
specific price, but rather provide the seller with a future outlet for the sale
of its originated loans based on the Company's quoted prices at the time of
purchase. Master Commitments specify the types of mortgage loans the seller is
entitled to sell to the Company and generally range from $5 million to $1
billion in aggregate committed principal amount. The provisions of the Company's
Seller/Servicer Guide are incorporated in each Master Commitment and may be
modified by negotiations between the parties. In addition, there are
individualized Master Commitment options available to sellers which include
alternative pricing structures. In order to obtain a Master Commitment, each
seller is generally expected to pay a non-refundable upfront or non-delivery
fee, or both, to the Company. As of September 30, 1994, the Company had
outstanding Master Commitments with 100 sellers to purchase mortgage loans in
the aggregate principal amount of approximately $9.3 billion over periods
ranging from three months to one year, of which $2.4 billion had been purchased
or committed to be purchased pursuant to rate-locks (as defined below).
Sellers that have entered into Master Commitments sell mortgage loans to
the Company by executing individual, bulk or other rate-locks (each, a
'rate-lock'). Each rate-lock, in conjunction with the related Master Commitment,
specifies the terms of the related sale, including the quantity and price of the
mortgage loans or the formula by which the price will be determined, the
rate-lock type and the delivery requirements. The upfront fee paid by a seller
to the Company to obtain a Master Commitment on a mandatory delivery basis is
often refunded pro rata as the seller delivers loans pursuant to rate-locks.
19
Bulk and Other Rate-Locks. The Company also acquires mortgage loans from
sellers that are not purchased pursuant to Master Commitments. These purchases
may be made on a bulk or individual rate-lock basis. Bulk rate-locks obligate
the seller to sell and the Company to purchase a specific group of loans,
generally ranging from $1 million to $50 million in aggregate committed
principal amount, at set prices on specific dates. Bulk rate-locks enable the
Company to acquire substantial quantities of loans on a more immediate basis.
The specific pricing, delivery and program requirements of these purchases are
determined by negotiation between the parties but are generally in accordance
with the provisions of the Company's Seller/Servicer Guide. Due to the active
presence of investment banks and other substantial investors in this area, bulk
pricing is extremely competitive. Loans are also purchased from individual
sellers (typically smaller originators of mortgage loans) who do not wish to
sell pursuant to either a Master Commitment or bulk rate-lock. The terms of
these individual purchases are based primarily on the Company's Seller/Servicer
Guide and standard pricing provisions, and are offered on a mandatory or best
efforts basis.
Mandatory, Best Efforts and Optional Rate-Locks. Mandatory rate-locks
require the seller to deliver a specified quantity of loans to the Company over
a specified period of time regardless of whether the loans are actually
originated by the seller or whether circumstances beyond the seller's control
prevent delivery. The Company is required to purchase all loans covered by the
rate-lock at prices established at the time of rate-lock. If the seller is
unable to deliver the specified loans, it may instead deliver comparable loans
approved by the Company within the specified delivery time. Failure to deliver
the specified mortgage loans or acceptable substitute loans under a mandatory
rate-lock obligates the seller to pay the Company a penalty, and, if the
Company's mortgage loan yield requirements have declined, the present value of
the difference in yield the Company would have obtained on the mortgage loans
that the seller agreed to deliver and the yield available on similar mortgage
loans subject to mandatory rate-lock issued at the time of such failure to
deliver. In contrast, mortgage loans sold on a best efforts basis must be
delivered to the Company only if they are actually originated by the seller. The
best efforts rate-lock provides sellers with an effective way to sell loans
during the origination process without any penalty for failure to deliver.
However, the Company generally requires a higher yield, a price adjustment or an
upfront fee for best efforts rate-locks. Optional rate-locks give the seller the
option to deliver mortgage loans to the Company at a fixed price on a future
date and require the payment of upfront fees to the Company. Upfront fees paid
in connection with best efforts and optional rate-locks are retained by the
Company whether or not the loans are delivered.
As of September 30, 1994, the Company had outstanding rate-locks to
purchase mortgage loans at specified prices in the aggregate principal amount of
approximately $852.2 million. These rate-locks were made pursuant to Master
Commitments, bulk rate-locks and other negotiated rate-locks. During the nine
months ended September 30, 1994, sellers have elected to sell more than 90% of
the mortgage loans purchased by the Company pursuant to mandatory rate-locks.
The Company expects this trend to continue in the future.
Pricing. The Company sets purchase prices at least once every business day
for mortgage loans it acquires for its conduit operations based on prevailing
market conditions. Different prices are established for the various types of
loans, rate-lock periods and types of rate-locks (mandatory, best efforts or
optional). The Company's standard pricing is based on the anticipated price the
Company will receive upon sale or securitization of the loans, the anticipated
interest spread realized during the accumulation period, the targeted profit
margin and the anticipated issuance, credit enhancement and ongoing
administrative costs associated with such sale or securitization. Alternatively,
such pricing may be based on the anticipated cost of financing such loans to
maturity plus associated costs. The credit enhancement cost component of the
Company's pricing is established for individual mortgage loans or pools of
mortgage loans based upon the characteristics of such loan or loan pool. As the
characteristics of the loan or loan pool vary, this cost component is
correspondingly adjusted upward or downward to reflect the variation. For
example, an upward adjustment to the Company's required yield would be made for
loan characteristics which increase the cost of credit enhancement, such as
loans with reduced documentation, outstanding principal amounts in excess of
$650,000, loan-to-value ratios in excess of 85%, non-owner occupied properties,
cash-out refinancings and mortgage loans secured by properties in California.
The Company's adjustments are reviewed periodically by management to reflect
changes in
20
the costs of credit enhancement. Adjustments to the Company's standard pricing
may also be negotiated on an individual basis under master commitments or bulk
or individual rate-locks with sellers.
Following the issuance of a specific rate-lock, the Company is subject to
the risk of interest rate fluctuations and will, principally through INMC, enter
into hedging transactions to diminish such risk. Hedging transactions may
include mandatory or optional forward sales of mortgage loans or mortgage-backed
securities, mandatory forward sales or financings using REMICs or CMOs,
mandatory or optional sales of futures and other financial futures transactions.
See ' -- Securitization Process.' The nature and quantity of hedging
transactions will be determined by the management of the Company based on
various factors, including market conditions and the expected volume of mortgage
loan purchases. In addition, neither the Company nor INMC will engage in any
financial futures transaction unless the Company, INMC or CAMC, as appropriate,
would be exempt from the registration requirements of the CEA or otherwise
comply with the provisions thereof. Gains and losses on hedging transactions
will be deferred as an adjustment to the carrying value of the related mortgage
loans.
UNDERWRITING AND QUALITY CONTROL
Purchase Guidelines. The Company has developed comprehensive purchase
guidelines for its acquisition of mortgage loans. Subject to certain exceptions,
each loan purchased must conform to the loan eligibility requirements specified
in the Company's Seller/Servicer Guide with respect to, among other things, loan
amount, type of property, loan-to-value ratio, type and amount of insurance,
credit history of the borrower, income ratios, sources of funds, appraisals and
loan documentation. The Company also performs a legal documentation review prior
to the purchase of any loan. For loans with mortgage pool insurance commitments,
the Company does not perform a full underwriting review prior to purchase, but
instead relies on the credit review and analysis performed by the mortgage pool
insurer and its own post-purchase quality control review. In contrast, for
mortgage loans that have not been underwritten for mortgage pool insurance and
are not part of the delegated underwriting program, the Company performs a full
credit review and analysis to ensure compliance with its loan eligibility
requirements. This review specifically includes, among other things, an analysis
of the underlying property and associated appraisal and an examination of the
credit, employment and income history of the borrower. For loans purchased
pursuant to the delegated underwriting program, the Company relies on the credit
review performed by the seller and its own follow-up quality control procedures.
Delegated Underwriting Program. The Company has established a delegated
underwriting program which is similar in concept to the delegated underwriting
programs established by FNMA, FHLMC and GNMA. Under this program, qualified
sellers are required to underwrite loans in compliance with the Company's
underwriting guidelines as set forth in the Company's Seller/Servicer Guide or
an individual Master Commitment. As part of the approval process, the seller
must submit a small sample of loans for a post-purchase quality control review
by the Company. If the submitted loans comply with the Company's underwriting
guidelines and the seller meets the Company's financial and performance
criteria, the seller will be approved for the delegated underwriting program. In
connection with its approval, the seller must represent and warrant to the
Company that all mortgage loans sold to the Company will be of a similar or
higher quality than the submitted sample of loans reviewed by the Company. The
Company, however, has implemented certain additional guidelines for seller
participation in this program. The Company's principal delegated underwriting
program is specifically designed for those sellers that meet higher financial
and performance criteria than those applicable to sellers generally. The current
financial, historical loan quality and other criteria for seller participation
in this program generally include a minimum net worth of $3 million (including
the values of the seller's servicing portfolio), a minimum servicing portfolio
of $75 million, overall residential mortgage loan delinquency and default ratio
experience equal to or below industry standards as published by the Mortgage
Bankers Association for the region(s) in which loans are originated, and a
satisfactory repurchase history with FNMA, FHLMC and GNMA. As of September 30,
1994, 55 sellers had been qualified by the Company for participation in the
delegated underwriting program. The Company also operates a restricted delegated
underwriting program that is available to substantially all of the Company's
sellers under which only the Company's standard loan products with loan-to-value
ratio and outstanding balance requirements that are more restrictive than the
Company's standard guidelines may be submitted. See ' -- Marketing Strategy.'
21
As part of its quality control process, all loans subsequently submitted to
the Company for purchase from a participating seller under the delegated
underwriting program are subject to a pre-purchase legal documentation review
of, among other things, the promissory note, deed of trust or mortgage and title
policy. The Company also conducts a full post-purchase underwriting review of
50% of the loans purchased during the first two months of a seller's
participation in the delegated underwriting program to ensure ongoing compliance
with the Company's guidelines. The percentage of loans fully reviewed is
thereafter reduced bimonthly in 10% increments to 20% after six months and
maintained at this level throughout the seller's participation in the delegated
underwriting program.
Failure to comply with the Company's underwriting guidelines may result in
a seller's suspension from participation in the delegated underwriting program
or termination of a seller's participation in any loan acquisition program of
the Company. In addition, the Company has the right to require a seller to
repurchase any loan that fails to meet the Company's guidelines within five
business days after receipt of a repurchase request from the Company. There is
no assurance, however, that any such seller will be able to honor its repurchase
obligations.
Quality Control. Ongoing quality control reviews are conducted by the
Company to ensure that the mortgage loans purchased meet the Company's quality
standards. The type and extent of the quality control review will depend on the
nature of the seller and the characteristics of the loans. Loans acquired under
the delegated underwriting program are reviewed in accordance with the quality
control procedures described above. The Company reviews on a post-purchase basis
approximately 10% of all loans submitted to the Company with mortgage pool
insurance commitments or underwritten by the Company for compliance with the
Company's guidelines. In addition, a higher percentage of mortgage loans with
certain specified characteristics are reviewed by the Company either before or
after their purchase, including loans in excess of $650,000 in principal amount,
loans on which 12 or more payments have been made and loans made in connection
with cash-out refinancings. In performing a quality control review on a loan,
the Company analyzes the underlying property and associated appraisal and
examines the credit, employment and income history of the borrower. In addition,
all documents submitted in connection with the loan, including insurance
policies, appraisals, credit records, title policies, deeds of trust and
promissory notes, are examined for compliance with the Company's underwriting
guidelines. Furthermore, the Company reverifies the employment, income and
source of funds documentation, as appropriate, of each borrower and obtains a
new credit report and independent appraisal with respect to 10% of the reviewed
loan sample.
SECURITIZATION PROCESS
General. The Company primarily uses reverse repurchase agreements and
equity to finance the initial acquisition of mortgage loans from sellers. When a
sufficient volume of mortgage loans with similar characteristics has been
accumulated, generally $100 million to $500 million, they are securitized
through the issuance of mortgage-backed securities in the form of REMICs or CMOs
or resold in bulk whole loan sales. The length of time between when the Company
commits to purchase a mortgage loan and when it sells or securitizes such
mortgage loan generally ranges from ten to 90 days, depending on certain
factors, including the length of the purchase commitment period, the loan volume
by product type and the securitization process.
The Company is subject to various risks due to potential interest rate
fluctuations during the period of time after the Company commits to purchase a
mortgage loan at a pre-determined price until such mortgage loan is ultimately
sold, either on a whole loan basis or in the form of a REMIC or CMO security.
For example, the Company is exposed to the risk that an increase in short-term
interest rates could lead to a corresponding increase in the financing expenses
paid by the Company pursuant to its reverse repurchase agreements used to fund
mortgage loans purchased, thereby reducing or causing to be negative the net
interest spread earned by the Company on such mortgage loans during the
accumulation period. See 'Risk Factors -- Changes in Interest Rates.' In
addition, increases in interest rates during the accumulation phase could lead
to a decline in value of the mortgage loans acquired, thus reducing the amount
realized thereon by the Company upon sale and/or securitization of such loans.
22
The Company has attempted to mitigate such risks through the implementation
of hedging policies and procedures. In accordance with its hedging policies and
procedures, the Company seeks to utilize financial instruments whose price
sensitivity has very close inverse correlation to the price sensitivity of the
related mortgage loans as a result of changes in applicable interest rates. With
respect to the Company's portfolio of jumbo and non-conforming fixed rate loans,
the financial instrument which has historically demonstrated close inverse
correlation, and also trades in a relatively liquid and efficient manner, is a
forward commitment to sell a FNMA or FHLMC security of comparable maturity and
average weighted interest rate.
However, the Company's private-label mortgage securities typically trade at
a discount (or 'spread') compared to the corresponding FNMA or FHLMC securities.
Accordingly, while the Company's hedging strategy may mitigate the impact that
changes in interest rates would have on the price of agency mortgage securities
(and therefore to some extent on the price of the Company's private-label
mortgage securities), such strategy does not protect the Company against the
effect of a widening or narrowing in the pricing spread between agency
securities and the Company's private-label securities. Therefore, any
significant widening or narrowing of the spread commanded by agency mortgage
securities compared to the Company's private-label securities could have a
negative effect on the financial performance of the Company, regardless of the
efficiency of the Company's execution of its hedging strategy.
With respect to the Company's portfolio of jumbo and non-conforming
adjustable rate loans, the Company generally utilizes forward sales of
short-term Treasury futures to hedge against the effect of interest rate
fluctuations. Although short-term Treasury futures may protect the Company's
adjustable rate loan portfolio against fluctuations in short-term interest
rates, such hedging activities may not always result in precise inverse
correlation to changes in the values of the underlying mortgage loans. The lack
of exact inverse correlation is due to such factors as changes in the relative
pricing discount between mortgage securities and Treasury securities,
differences between the applicable adjustable rate index and the underlying
Treasury security and credit risks in the whole loan market. To the extent any
changes in the value of the instruments used to hedge the risk of interest rate
fluctuations do not inversely correlate precisely to the risks affecting the
value of the Company's adjustable rate mortgage loan portfolio, the financial
performance of the Company could be negatively or positively impacted.
The Company's decision to form REMICs or CMOs or sell the loans in bulk is
influenced by a variety of factors. REMIC transactions are generally accounted
for as sales of the mortgage loans and can eliminate or minimize any long-term
residual investment in such loans. REMIC securities consist of one or more
classes of 'regular interests' and a single class of 'residual interest.' The
regular interests are tailored to the needs of investors and may be issued in
multiple classes with varying maturities, average lives and interest rates.
These regular interests are predominately senior securities but, in conjunction
with providing credit enhancement, may be subordinated to the rights of other
regular interests. The residual interest represents the remainder of the cash
flows from the mortgage loans (including, in some instances, reinvestment
income) over the amounts required to be distributed to the regular interests. In
some cases, the regular interests may be structured so that there is no
significant residual cash flow, thereby allowing the Company to sell its entire
interest in the mortgage loans. As a result, in some cases the capital
originally invested in the mortgage loans by the Company may be redeployed in
the mortgage conduit operations. The Company may retain regular and residual
interests on a short-term or long-term basis. The creation of REMIC securities
through INMC is the Company's preferred method of securitizing mortgage loans,
because this method provides the maximum flexibility in structuring securities
for sale to the broadest group of investors and may permit the immediate
redeployment of a portion of the originally invested capital of the Company.
During the first nine months of 1994, the Company sold $4.1 billion of
non-conforming mortgage loans in connection with the issuance of 20 series of
multiple-class mortgage-backed securities in the form of REMICs and sold $0.3
million of non-conforming mortgage loans as whole loans. As of September 30,
1994, the Company had committed to sell approximately $175 million of
non-conforming mortgage loans in connection with the issuance of one REMIC
security in the fourth quarter of 1994. Beginning in the third quarter of 1993,
the Company began issuing all of its REMIC securities utilizing a shelf
registration statement established by CWMBS, Inc., a wholly owned limited
purpose finance subsidiary of CCI. Neither CWMBS, Inc. nor CCI derived any
financial benefit from such issuances.
23
As an alternative to REMIC sales, the Company may issue CMOs to finance
mortgage loans to maturity. For accounting and tax purposes, the mortgage loans
financed through the issuance of CMOs are treated as assets of the Company, and
the CMOs are treated as debt of the Company. The Company earns the net interest
spread between the interest income on the mortgage loans and the interest and
other expenses associated with the CMO financing. The net interest spread will
be directly impacted by the levels of prepayment of the underlying mortgage
loans and, to the extent CMO classes have variable rates of interest, may be
affected by changes in short term interest rates. The Company is required to
retain a residual interest in its issued CMOs. See 'Risk Factors -- Risks
Relating to Retention of Mortgage-Backed Securities and Issuance of CMOs.' The
Company may issue CMOs from time to time based on the Company's current and
future investment needs, market conditions and other factors. CMOs, however, do
not offer the Company the structuring flexibility of REMICs and are expected to
be a secondary method of securitizing the Company's mortgage loans.
Credit Enhancement. REMICs or CMOs created by the Company are structured so
that in general substantially all of such securities are rated investment grade
by at least one nationally recognized rating agency. In contrast to
mortgage-backed securities in which the principal and interest payments are
guaranteed by the U.S. government or an agency thereof, securities created by
the Company do not benefit from any such guarantee. The ratings for the
Company's mortgage-backed securities are based on the perceived credit risk by
the applicable rating agency of the underlying mortgage loans, the structure of
the securities and the associated level of credit enhancement. Credit
enhancement is designed to provide protection to the security holders in the
event of borrower defaults and other losses including those associated with
fraud or reductions in the principal balances or interest rates on mortgage
loans as required by law or a bankruptcy court. The Company can utilize multiple
forms of credit enhancement, including mortgage pool and special hazard
insurance, reserve funds, letters of credit, surety bonds and subordination or
any combination thereof.
In determining whether to provide credit enhancement through mortgage pool
insurance, subordination or other credit enhancement methods, the Company will
take into consideration the costs associated with each method. The Company
principally provides credit enhancement through the issuance of mortgage-backed
securities in senior/subordinated structures. The subordinated securities may be
sold, retained by the Company and accumulated for sale in subsequent
transactions or retained as long term investments.
Each series of mortgage-backed securities is typically fully payable from
the mortgage assets underlying such series, and the recourse of investors is
limited to such assets and any associated credit enhancement features, such as
senior/subordinated structures. To the extent the Company holds subordinated
securities, a form of credit enhancement, the Company will generally bear all
losses prior to the related senior security holders. Generally, any losses in
excess of the credit enhancement obtained will be borne by the security holders.
Except in the case of a breach of the standard representations and warranties
made by the Company when mortgage loans are securitized, such securities are
non-recourse to the Company. Typically, the Company will have recourse to the
sellers of loans for any such breaches, but there can be no assurance of the
sellers' abilities to honor their respective obligations.
Ratings of mortgage-backed securities are based primarily upon the
characteristics of the pool of underlying mortgage loans and associated credit
enhancement. A decline in the credit quality of such pools (including
delinquencies and/or credit losses above initial expectations), or of any third
party credit enhancer, or adverse developments in general economic trends
affecting real estate values or the mortgage industry, could result in
downgrades of such ratings. The Company does not believe that downgrades in the
ratings of mortgage-backed securities previously sold by the Company would have
a substantial financial impact on the Company other than to reduce the value of
any subordinated securities retained by the Company in connection with such
sales. However, a sustained decline in the credit quality of mortgage loans
acquired by the Company, or generally adverse economic developments, could
increase the costs of securitizing mortgage loans held for sale if the Company
were thereby required to increase subordination levels of the related
securities. Such an increase in the costs of securitization could in turn
require the Company to offer less competitive pricing for such mortgage loans,
thereby reducing the Company's volume of loans purchased.
24
Retention of Mortgage-Backed Securities and Other Investments. In
connection with the issuance of mortgage-backed securities or other investments
in the form of REMICs or CMOs, the Company may retain subordinated securities or
regular or residual interests (including residual interests that may be
subordinated to other classes of securities) on a short-term or long-term basis.
Any such retained residual or regular interest may include 'principal only' or
'interest only' securities or other interest rate or prepayment sensitive
securities or investments. Any such retained securities or investments may
subject the Company to credit, interest rate and/or prepayment risks. The
Company anticipates it will retain such securities only on terms which it
believes are sufficiently attractive to compensate it for assuming such
associated risks. As of September 30, 1994, the Company held $19.1 million
principal amount of principal only securities, with a book value of $10.7
million. As of September 30, 1994, the Company also held an investment in one
inverse floater (a type of mortgage-backed security the interest rate on which
resets periodically based upon a designated index and that varies inversely in
accordance with such index, and that, absent default, entitles the holder
thereof to the return of the principal portion of the investment), with an
outstanding principal amount of $19.4 million and a book value of $7.5 million.
As of September 30, 1994, the Company held $146.2 million in master servicing
fees receivable, of which $110.8 million had been securitized. Master servicing
fees receivable have characteristics similar to interest only securities;
accordingly, they have many of the same risks inherent in interest only
securities, including the risk that they will lose a substantial portion of
their value as a result of rapid prepayments occasioned by declining interest
rates. It is also possible that under certain high prepayment scenarios the
Company would not fully recoup its initial investment in such receivables.
Management of the Company believes that because of the current level of interest
rates, investments in current coupon master servicing fees receivable are
prudent, and if interest rates rise, these investments will mitigate declines in
income that may occur in the Company's origination operations. The Company
intends to hold the master servicing fees receivable for investment. Currently
there is no liquid secondary market for master servicing fees receivable;
accordingly, it is unlikely the Company could sell these receivables at or above
the values at which they are currently carried by the Company.
The Company has also retained subordinated securities, with ratings ranging
from AA to unrated, with principal amounts totalling $87.9 million and a book
value of $71 million as of September 30, 1994. The portfolio of subordinated
securities consists of fixed-rate securities with an aggregate principal amount
of $52.5 million and a book value of $42 million and adjustable rate securities
with an aggregate principal amount of $35.5 million and a book value of $29
million. The fixed-rate securities primarily evidence interests in 30-year
mortgages. The adjustable-rate securities primarily evidence interests in
30-year amortizing mortgage loans that adjust every six months and annually
based on the 6-month LIBOR and 1-year CMT rates, respectively. In general,
subordinated classes of a particular series of securities bear all losses prior
to the related senior classes. Losses in excess of expected losses at the time
such securities are purchased would adversely affect the Company's yield on such
securitization and, in extreme circumstances, could result in the failure of the
Company to recoup its initial investment. See 'Risk Factors -- Changes in
Interest Rates' and ' -- Risks Relating to Retention of Mortgage-Backed
Securities and Issuance of CMOs.'
WAREHOUSE LENDING
WLCA engages in warehouse and secured lending operations for small and
medium-sized mortgage bankers and brokers. The standard warehouse lending
facilities typically provide short-term revolving financing to mortgage
companies to finance mortgage loans during the time between the closing of a
loan and its sale to investors. Although the loans financed by WLCA through its
standard warehouse lending activities represent a broader line of mortgage
products than those purchased by INMC, at present all of such loan products are
eligible for financing by WLCA under the reverse-repurchase agreements used by
WLCA to fund its operations. WLCA also provides financing through credit
facilities secured by other mortgage-related assets such as servicing rights and
servicing sales receivables. WLCA offers credit facilities to mortgage bankers
and brokers with a minimum audited net worth of $100,000 and subject to a
maximum debt to net worth ratio of 20 to 1. The specific terms of any warehouse
line of credit, including the amount, are determined based upon the financial
strength, historical performance and other qualifications of the mortgage banker
or broker. All such lines of
25
credit are subject to the prior approval of a credit committee comprised of
senior officers and Directors of the Company. WLCA finances this program through
a combination of reverse repurchase agreements and equity. WLCA has two
committed two-year reverse repurchase agreement facilities with investment banks
with sublimits in an aggregate amount of up to $500 million for certain of its
warehouse lending operations. As of September 30, 1994, WLCA had extended
mortgage warehouse lines of credit under this program to 81 borrowers in the
aggregate principal amount of approximately $328.3 million. Outstanding amounts
under these warehouse lines totalled $60.5 million at that date. It is
anticipated that the amount outstanding under this program will grow as newly
approved lines are utilized.
As a warehouse lender, WLCA is a secured creditor of the mortgage bankers
and brokers to which it extends credit and subject to the risks inherent in that
status, including the risks of borrower default and bankruptcy. Any claim of
WLCA as a secured lender in a bankruptcy proceeding may be subject to adjustment
and delay.
CONSTRUCTION LENDING
The Company's new construction lending division, CLCA, which began
operations in August 1994, offers tract construction loans to developers and
assists INMC in purchasing combined construction and permanent mortgage loans
from mortgage companies and administering the construction draws. The tract
construction loans are made to small-and mid-size builders of single-family
residences. The target project for CLCA's construction lending division is 15 to
100 units of single-family homes, built in one to five phases, that are marketed
to entry level/first-time or trade-up buyers. The maximum loan size is $15
million. The specific terms of any construction loan, including the principal
amount thereof, are determined based upon the financial strength, historical
performance and other qualifications of the builder. All construction loans to
developers are subject to the prior approval of a credit committee comprised of
senior officers and Directors of the Company. Combined construction and
permanent loans are originated by INMC's sellers to borrowers who want to
construct or remodel their residences. CLCA's construction lending division
assists INMC in the purchase of such loans and administers the construction
draws. Under this program, advances to borrowers to fund the purchase of a lot
before construction begins are subject to a 60% loan-to-value limitation, as
well as other detailed criteria. Criteria for permanent loans are similar to
those applied by INMC to loan purchases generally. The maximum loan size is $1
million. As of September 30, 1994, CLCA had extended commitments of $4 million
and $750,000, of which $350,000 and $200,000 were outstanding, under the tract
construction and combined construction and permanent loan programs,
respectively. For a discussion of the risks inherent in construction lending,
see 'Risk Factors -- Construction Lending Risks.'
FINANCING SOURCES
The Company uses proceeds from the sale of REMIC securities and CMOs,
reverse-repurchase agreements, other borrowings and proceeds from the issuance
of common stock to meet its working capital needs. The Company may also borrow
up to $10 million from CFC to meet collateral maintenance requirements under
reverse repurchase agreements or margin calls on forward securities sales. These
borrowings can be made pursuant to a one-year, unsecured line of credit which
expires on September 30, 1995 subject to extension by CFC and the Company. As of
September 30, 1994, the Company had no outstanding borrowings under this
agreement, and no drawings were made by the Company pursuant to this agreement
during the first nine months of 1994.
The Company has established two committed reverse repurchase facilities with
Merrill Lynch Mortgage Capital Inc., in an aggregate amount of up to $500
million, for its mortgage conduit operations and its warehouse lending
operations. The expiration date for these two repurchase facilities is April 1,
1996; however, the committed credit limit of the mortgage conduit repurchase
facility declines on April 1, 1995 from $300 million to $200 million, and on
November 1, 1995 from $200 million to $100 million. The Company has also
obtained credit approval from the same lender to enter into additional reverse
repurchase agreements associated with the mortgage conduit operations, under
which individual transactions and their terms will be subject to agreement by
the parties based upon market conditions at the time of each transaction. As of
September 30, 1994, an aggregate amount of $864.4 million was outstanding under
these repurchase facilities. In October 1994, the Company signed a master
26
repurchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and a master assignment agreement with Merrill Lynch Mortgage Capital Inc., in
an aggregate amount of $225 million, to provide financing for certain
mortgage-related securities which have been retained or purchased by the
Company. These agreements expire two years from the date of execution. As of
September 30, 1994, an aggregate amount of $114.8 million was outstanding under
these two facilities. Merrill Lynch Mortgage Capital Inc. is an affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated. Merrill Lynch, Pierce,
Fenner & Smith Incorporated is one of the representatives of the underwriters of
the shares of Common Stock being offered hereby.
In August 1994, the Company entered into a committed reverse repurchase
facility with Nomura Asset Capital Corporation in an aggregate amount of $300
million for the Company's mortgage conduit operations and warehouse lending
operations. This agreement expires in August 1996. As of September 30, 1994,
$12.1 million was outstanding under this repurchase facility.
In December 1994, the Company entered into a master repurchase agreement
with Lehman Commercial Paper Inc. to provide a committed line of credit in the
amount of $500 million for the Company's mortgage conduit operations and
warehouse lending operations. This agreement expires two years from the date of
execution. As of December 31, 1994, there were no amounts outstanding under this
credit facility.
The maximum balance outstanding under reverse repurchase agreements with
all lenders during the third quarter of 1994 was $1.5 billion. The Company may,
to the extent permitted by its Bylaws, issue other debt securities or incur
other types of indebtedness from time to time. See 'Risk Factors -- Liquidity.'
None of the foregoing lenders (other than CFC) is affiliated with the
Company.
MANAGEMENT AGREEMENT
Since its inception, the Company has each year entered into a management
agreement with CAMC pursuant to which CAMC advises the Company on various facets
of its business and manages its day-to-day operations, subject to the
supervision of the Company's Board of Directors. CAMC conducts the day-to-day
mortgage conduit, warehouse lending and construction lending operations. CFC has
guaranteed the performance of the duties and obligations of CAMC under the
management agreement. CAMC has subcontracted with CFC to provide certain
management services to the Company. Such subcontract may be terminated by either
party upon 60 days' prior notice.
Under the terms of the management agreement with the Company, CAMC is
entitled to receive a base management fee of 1/8 of 1% per annum of the mortgage
conduit's average invested assets (which, for purposes of the management
agreement, means the average of the aggregate book value of the assets of the
mortgage conduit invested in loans secured by real estate, but excluding any
mortgage loans or Agency Securities (as defined herein) securitized through the
issuance of mortgage-backed securities in the form of REMICs or CMOs) or pledged
to secure other mortgage collateralized debt. In addition, CAMC is entitled to
receive a warehouse lending management fee equal to 1/5 of 1% of the average
daily balance of the outstanding amounts under the Company's warehouse lending
facilities. Incentive compensation will also be paid to CAMC if the Company's
'annualized return on equity' during any fiscal quarter is in excess of the then
current Ten Year U.S. Treasury Rate plus 2%. In such event, CAMC will receive
25% of such excess amount. As used in calculating CAMC's incentive compensation,
the term 'annualized return on equity' means the annualized return on
stockholders' equity during a quarter, calculated by dividing the Company's
annualized 'net income' for the quarter by its 'average net worth' for the
quarter, in each case determined in accordance with generally accepted
accounting principles. For such calculations, the 'net income' of the Company
means total revenues less expenses and 'average net worth' is defined as the
arithmetic average of the sum (as of the beginning of each quarter and at the
end of each calendar month in the quarter) of the gross proceeds from any
offering of equity securities by the Company, before deducting any underwriting
discounts and commissions and other expenses and costs relating to the offering,
plus or minus any retained earnings or losses of the Company. CAMC, however, has
agreed to waive 25% of its incentive compensation, if any, for 1994. In
addition, all operating expenses incurred by the Company or CAMC on behalf of
the Company in 1994 will be paid directly by the Company. For the nine months
ended
27
September 30, 1994, management fees were $702,000, consisting of $256,000 in
base compensation and $446,000 in incentive management fees. The Company does
not expect CAMC to waive any part of its management fees in future years.
As of September 30, 1994, CAMC had a total of 113 employees, all of whom
were dedicated to the Company's mortgage conduit, warehouse lending,
construction lending and other operations. The Company also has access to the
expertise of CAMC's affiliates, including CFC and CCI, in the mortgage banking
area. CCI is a diversified financial services company whose principal
subsidiary, CFC, is the nation's leading residential mortgage lender. CAMC,
another subsidiary of CCI, is the manager of the Company and employs the
personnel who conduct the Company's mortgage conduit, warehouse lending and
construction lending operations. The Company not only benefits from the mortgage
banking experience and management expertise of CCI, CAMC and CFC, but also
utilizes CFC as a resource for loan servicing, technology, information services
and loan production. The Company also believes that its relationship with CFC
benefits the Company in its sale of mortgage-backed securities, since CFC is one
of the largest mortgage loan sellers in the secondary market, with established
relationships with dealers in mortgage-backed securities. No assurances can be
given that the Company's relationships with CAMC and its affiliates will
continue indefinitely.
RELATIONSHIPS WITH COUNTRYWIDE ENTITIES
The Company and CCI are both publicly traded companies whose shares of
common stock are listed on the New York Stock Exchange. As previously described,
the Company utilizes the mortgage banking experience, management expertise and
resources of CCI, CAMC and CFC in conducting its new mortgage conduit
operations. CAMC and CFC are both wholly owned subsidiaries of CCI. After giving
effect to this offering, CCI, directly or indirectly, will own approximately
2.8% of the Common Stock of the Company. In addition, a number of Directors and
officers of the Company also serve as Directors and/or officers of CCI, CAMC
and/or CFC. See 'Management.' The Company also has a $10 million line of credit
from CFC, and the Company may utilize CFC as a resource for loan servicing,
technology, information services and loan production. See 'Risk
Factors -- Potential Conflicts of Interest.' CFC owns all of the voting common
stock and a 1% economic interest in INMC, and the Company owns all of the
preferred stock and a 99% economic interest in INMC.
With a view toward protecting the interests of the Company's stockholders,
the Certificate of Incorporation and the Bylaws of the Company provide that a
majority of the Board of Directors (and a majority of each committee of the
Board of Directors) must not be 'Affiliates' of CAMC, as that term is defined in
the Bylaws, and that the investment policies of the Company must be reviewed
annually by a majority of these unaffiliated directors. Moreover, approval of
the management agreement requires the affirmative vote of a majority of the
unaffiliated directors, and a majority of such unaffiliated directors may
terminate the management agreement with CAMC at any time upon 60 days' notice.
HISTORICAL OPERATIONS
Prior to the initiation of the Company's mortgage conduit and warehouse
lending operations in 1993 and the initiation of its construction lending
operations in 1994, the Company was principally a long-term investor in
single-family, first-lien, residential mortgage loans and in mortgage-backed
securities representing interests in such loans. The Company's mortgage
investment portfolio consisted primarily of fixed-rate mortgage pass-through
certificates issued by FHLMC or FNMA (collectively, 'Agency Securities') and
non-conforming mortgage loans. The principal source of earnings for the Company
historically had been interest income generated from investments in such
mortgage loans and mortgage-backed securities, net of the interest expense on
the CMOs or reverse repurchase agreements used to finance such mortgage
investments. In 1987, the Company began to invest in Agency Securities
representing undivided interests in pools of adjustable-rate mortgages ('Agency
ARMs') purchased through various broker-dealers and financed primarily through
reverse repurchase agreements. During 1992, the Company sold substantially all
of its portfolio of Agency ARMs, resulting in a gain of approximately $9
million, and the remainder of such portfolio was sold during the first quarter
of 1993 at its approximate carrying value. At September 30, 1994, the Company's
assets included approximately $246 million of fixed-rate non-conforming mortgage
loans and Agency Securities (including cash held in
28
trust and accrued interest receivable) which were pledged to secure outstanding
CMOs issued by the Company's subsidiaries.
During 1992, 1993 and continuing in the beginning of 1994, long-term
interest rates, including mortgage rates, fell to their lowest levels in nearly
20 years. These lower interest rates affected the Company's portfolios of
fixed-rate and ARM assets and their related debt in dramatically different
fashions. The portfolio of mortgage investments financed by CMOs experienced
substantial prepayments, resulting in significantly decreased net earnings, and
as mortgage loan premiums, original issue discount and bond issuance costs were
required to be amortized, losses on the portfolio were realized. The portfolio
of Agency ARMs served in part as a hedge against the effects of declining
interest rates. The decline in interest rates lowered the cost of financing this
portfolio through reverse repurchase agreements substantially more quickly than
the level of interest income earned on the Agency ARMs declined and,
consequently, the net interest income generated from the ARM portfolio improved
significantly. During 1992, the Company sold substantially all of its Agency
ARMs to recognize the increased market values of these assets and to provide
capital for the Company's new operating plan. These sales helped to offset the
negative effects of lower interest rates and higher prepayment rates on the
performance of the Company's CMO portfolio. Regardless of the level of interest
rates or prepayments, the Company anticipates no significant earnings from this
CMO portfolio. Any continued negative performance of this CMO portfolio will
continue to adversely impact the earnings of the Company to the extent of its
investment in such portfolio. For a discussion of the effect of higher interest
rates, which have occurred in 1994, see 'Risk Factors -- Changes in Interest
Rates.'
29
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby are estimated to be $ ($ if the Underwriters' over-allotment
option is exercised in full). The Company intends to apply such proceeds to
increase the Company's mortgage loan acquisition and securitization
capabilities, to expand its warehouse lending activities and to fund its
construction lending operations. See 'Business.' Pending application of the net
proceeds of this offering, the Company intends to use such proceeds temporarily
to reduce its outstanding indebtedness under various reverse repurchase
agreements. These reverse repurchase agreements are the equivalent of short-term
secured borrowings by the Company, in that they mature within one year. The
implied interest rate on these reverse repurchase agreements ranges from LIBOR
plus 0.6% to LIBOR plus 0.95% per annum. As this indebtedness is reduced, the
assets of the Company that were pledged to the repayment of the indebtedness
become unencumbered and may be pledged as collateral for additional future
borrowings or securitized through the issuance of mortgage-backed securities or
resold in bulk whole loan sales.
MARKET PRICES AND DIVIDEND DATA
The Common Stock of the Company is traded on the New York Stock Exchange
under the symbol 'CWM.' The following table sets forth, for the periods
indicated, the high and low sales prices per share of Common Stock as reported
on the New York Stock Exchange composite tape and the cash dividends paid per
share of Common Stock:
[Enlarge/Download Table]
STOCK PRICES
--------------------------- CASH
HIGH LOW DIVIDENDS
------------ ----------- ---------
1992
First quarter.......................................................... $ 6 1/2 $ 4 3/4 $0.12
Second quarter......................................................... 5 7/8 4 1/2 0.12
Third quarter.......................................................... 5 1/8 4 5/8 0.12
Fourth quarter......................................................... 5 1/2 4 3/4 0.12
1993
First quarter.......................................................... $ 6 3/4 $ 5 1/4 $0.12
Second quarter......................................................... 6 3/4 5 5/8 0.12
Third quarter.......................................................... 10 1/8 5 3/4 0.12
Fourth quarter......................................................... 11 3/8 8 1/4 0.12
1994
First quarter.......................................................... $ 11 3/4 $ 9 1/2 $0.16
Second quarter......................................................... 10 3/8 7 0.18
Third quarter.......................................................... 9 1/8 7 1/8 0.26
Fourth quarter......................................................... 9 3/8 7 5/8
On January 5, 1995, the last reported sale price for the Common Stock was
$8 7/8 per share. As of November 18, 1994, the Company's 32,256,156 outstanding
shares of Common Stock were held by approximately 1,768 stockholders of record.
The Company declared a dividend of $0.26 per share, $0.18 per share and
$0.16 per share for each of the quarters ended September 30, June 30 and March
31, 1994, respectively. In order to maintain its status as a qualified real
estate investment trust, the Company is generally required to and intends to pay
dividends equal to at least 95% of its taxable income. Taxable income, if any,
not distributed through regular quarterly dividends will be distributed
annually, at or near year end, in a special dividend. This dividend policy is
subject to revision at the discretion of the Board of Directors. All
distributions will be made by the Company at the discretion of the Board of
Directors. In determining the Company's dividend policy on an ongoing basis, the
Board of Directors will take into account, among other factors, results of
operations, the Company's cash flow requirements, the occurrence of any
extraordinary transactions during the quarter in question and the Company's
overall business plans and prospects.
In 1993, the Company declared dividends in excess of its taxable income.
1993 was a transition period during which the Company was in the process of
implementing a new business strategy. See
30
'Business -- Historical Operations.' Because the Company believed that its new
business strategy would generate additional taxable income within a relatively
short period, the Company elected to maintain dividend payments at the minimum
level of taxable income it anticipated would be achieved by such new business
plan. In 1994, the Company declared dividends equal to its taxable income.
DIVIDEND REINVESTMENT PLAN
The Company maintains a dividend reinvestment plan for stockholders who
wish to reinvest their distributions in additional shares of Common Stock. The
dividend reinvestment plan currently provides for the purchase of additional
shares of Common Stock on the open market for the accounts of its participants.
CAPITALIZATION
The consolidated capitalization and indebtedness of the Company, as of
September 30, 1994, and as adjusted to reflect the sale of the shares of Common
Stock offered hereby, is as follows:
[Enlarge/Download Table]
AS OF SEPTEMBER
AS OF SEPTEMBER 30, 1994 AS
30, 1994 ACTUAL ADJUSTED
--------------- ---------------
(DOLLARS IN THOUSANDS)
Reverse repurchase agreements....................................... $ 991,152 $ 991,152
Collateralized mortgage obligations................................. 214,112 214,112
--------------- ---------------
Total borrowings.......................................... 1,205,264 1,205,264
--------------- ---------------
Shareholders' equity
Common Stock, par value $.01; authorized -- 60,000,000 shares;
outstanding -- 32,256,156 shares(1), 38,256,156 shares, as
adjusted..................................................... 323
Additional paid-in capital.......................................... 257,815
Net unrealized gain on available-for-sale mortgage securities....... 166 166
Cumulative earnings................................................. 91,367 91,367
Cumulative distributions to shareholders............................ (93,404) (93,404)
--------------- ---------------
Total shareholders' equity................................ 256,267
--------------- ---------------
Total capitalization...................................... $ 1,461,531 $
--------------- ---------------
--------------- ---------------
------------
(1) Does not include shares of Common Stock reserved for issuance under the 1985
Stock Option Plan and the 1994 Stock Incentive Plan.
31
MANAGEMENT OF CWM MORTGAGE HOLDINGS, INC.
The following table provides information regarding the executive officers
and Directors of the Company. Biographical information for each of the
individuals named in the table is presented below.
[Enlarge/Download Table]
CURRENT
TITLE DIRECTOR
NAME AGE TITLE SINCE SINCE
------------------------------ --- ------------------------------------------------------- ------- --------
David S. Loeb................. 70 Chairman of the Board of Directors and Chief Executive 1985 1985
Officer
Angelo R. Mozilo.............. 55 Vice Chairman of the Board of Directors and President 1985 1985
Lyle E. Gramley............... 67 Director -- 1993
Thomas J. Kearns.............. 55 Director -- 1990
Frederick J. Napolitano....... 64 Director -- 1985
Michael W. Perry.............. 32 Executive Vice President and Chief Operating Officer 1993 --
S. Blair Abernathy............ 32 Senior Vice President, Secondary Marketing 1994 --
Carmella L. Grahn............. 31 Senior Vice President, Chief Accounting Officer 1993 --
Kellie A. Johnson............. 33 Senior Vice President, Sales and Marketing 1993 --
Maxine L. Matteo.............. 38 Senior Vice President, Warehouse Lending 1994 --
Kathleen H. Rezzo............. 40 Senior Vice President, Construction Lending 1994 --
Richard H. Wohl............... 36 Senior Vice President, General Counsel & Secretary 1994 --
N. Lance Jackson.............. 38 Vice President, Corporate Credit 1993 --
Peter L. Konkowski............ 32 Vice President, Quality Control 1994 --
Steven E. West................ 33 Vice President, Treasurer 1993 --
David S. Loeb has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since its formation in July 1985. He is
co-founder of CCI and has been Chairman and President of CCI since its formation
in March 1969. Mr. Loeb also serves as Chief Executive Officer of CAMC. In
addition, Mr. Loeb serves as Chairman of INMC.
Angelo R. Mozilo has been President of the Company since its formation and
a Director since October 1985. He has been Vice Chairman of the Board of
Directors since 1993. He is co-founder of CCI and has been Vice Chairman of the
Board of Directors and Executive Vice President of CCI since its formation in
March 1969. Mr. Mozilo serves as Chairman of the Board of CAMC. Mr. Mozilo has
served since 1978 as President of CFC and, since 1994, has served as Chairman
and Chief Executive Officer of CFC. In addition, Mr. Mozilo serves as Vice
Chairman of INMC.
Lyle E. Gramley became a Director of the Company in January 1993. He is a
former member of the Board of Governors of the Federal Reserve System. Since
September 1985, he has been employed by the Mortgage Bankers Association of
America as its chief economist and more recently as a consulting economist, and
during that period he has also been self-employed as an economic consultant. He
also serves on the Board of Trustees of the following mutual funds distributed
by Dreyfus Service Corporation: Cash Management, Cash Management Plus, Inc.,
Government Cash Management, Treasury Cash Management, Treasury Prime Cash
Management, Tax Exempt Cash Management, Municipal Cash Management Plus and New
York Municipal Cash Management.
Thomas J. Kearns has been a Director of the Company since June 1990. He is
President of Thomas J. Kearns Inc., a financial consulting firm, and has been in
the securities business for 30 years. He spent approximately 16 years with
Merrill Lynch Capital Markets as a First Vice President. He is a Managing
Director of Commonwealth Associates and serves on the Board of Directors of
Jameson Inns, Inc., a hotel real estate investment trust.
Frederick J. Napolitano has been a Director of the Company since its
inception and has been Chairman of the Board of Pembroke Enterprises, Inc., a
real estate development company located in Virginia since 1973. He was also a
Director of Home Mortgage Access Corporation and serves on the
32
board and executive committee of the National Association of Home Builders and
was President of the National Association of Home Builders in 1982. He served on
the Federal Home Loan Bank Board Advisory Council from 1983 to 1985, Federal
Home Loan Mortgage Corporation Advisory Committee from 1981 to 1983, Federal
National Mortgage Association Board from 1984 to 1985, was chairman of the
Hampton Roads Chamber of Commerce in 1989, and is a member of the Industrial
Development Services Advisory Board for the Commonwealth of Virginia.
Michael W. Perry is currently Executive Vice President and Chief Operating
Officer of the Company, President and Chief Executive Officer of INMC and
Chairman and CEO of ILC. Mr. Perry has been with the Company since January 1993
and has direct responsibility for the management of the Company and its
subsidiaries. From May 1987 to December 1992, he served as Senior Executive Vice
President in charge of the Mortgage Banking Division of Commerce Security Bank.
He has 11 years of business experience with financial institutions, real estate
firms and mortgage banking companies, including four years as a certified public
accountant with KPMG Peat Marwick LLP.
S. Blair Abernathy is currently Senior Vice President of the Company and
Executive Vice President of INMC. He is responsible for secondary marketing
(pricing, hedging and mortgage finance), funding, master servicing (servicer
compliance and investor accounting) and new product development. Prior to
joining the Company in February 1994, Mr. Abernathy was Senior Vice President
and Chief Financial Officer of Commerce Security Bank in Sacramento, California.
Mr. Abernathy was also Vice President and Controller of Sunrise Bancorp of
California, and worked as a certified public accountant in the financial
institutions group of KPMG Peat Marwick LLP for four years.
Carmella L. Grahn is currently Senior Vice President, Chief Accounting
Officer of the Company and Executive Vice President, Chief Accounting Officer of
each of the Company's subsidiaries. Ms. Grahn is responsible for treasury,
accounting, financial reporting, taxes, human resources and the implementation
and evaluation of internal controls. Prior to joining the Company in October
1993, Ms. Grahn worked for Price Waterhouse as a certified public accountant and
audit manager. She also served as Senior Vice President and Chief Financial
Officer of Olympic National Bank, a publicly held bank with assets of $150
million.
Kellie A. Johnson is currently Senior Vice President of Sales and Marketing
for the Company and Executive Vice President of Sales and Marketing for each of
the Company's operating subsidiaries. The sales and marketing group is made up
of 11 national account managers, 3 account executives and 7 production
assistants responsible for marketing INMC and warehouse and construction lending
products. Prior to joining the Company in March 1993, Ms. Johnson was Assistant
Vice President and Builder Division Manager for Cypress Financial Corporation in
northern California. Ms. Johnson also held various production positions at North
American Mortgage Company. Ms. Johnson has over 11 years experience in the
mortgage industry and is a licensed mortgage broker in the state of California.
Maxine L. Matteo is currently Senior Vice President of the Company,
EVP-Warehouse Lending of ILC and President and Chief Executive Officer of WLCA,
a division of ILC for which she oversees all sales and operations. Before
joining the Company in March 1994, Ms. Matteo was executive vice president of GE
Capital Mortgage Services, Inc., where she headed a national jumbo mortgage
conduit. Ms. Matteo has also held various executive positions at firms such as
the U.S. League of Savings Institutions, PaineWebber Incorporated, and
California First Bank.
Kathleen H. Rezzo is currently Senior Vice President of the Company,
EVP-Construction Lending of ILC and President and Chief Executive Officer of
CLCA, a division of WLC. From 1977 until joining the Company in August 1994, Ms.
Rezzo held various positions at Security Pacific National Bank, which included
Chief Credit Officer and positions within the Commercial Lending Group and the
Real Estate Industries Group. Ms. Rezzo also managed the Participating Mortgage
Unit, and held the position of Senior Vice President/Los Angeles Division
Manager for the Real Estate Industries Division, of Bank of America, where she
was responsible for a loan portfolio in excess of $2 billion and a staff of 40.
Richard H. Wohl is currently Senior Vice President, General Counsel and
Secretary for the Company and Executive Vice President, General Counsel and
Secretary for each of the Company's subsidiaries. Prior to joining the Company
in April 1994, Mr. Wohl was a senior associate at Morrison & Foerster in Los
Angeles. In that capacity, he worked extensively in the institutional lending
and
33
corporate areas, and represented a number of major warehouse lenders and other
financial institutions in the mortgage banking industry. Mr. Wohl graduated with
distinction from Stanford University and received his J.D. from the Harvard Law
School, where he was an editor of the Harvard Law Review.
N. Lance Jackson is currently Vice President, Corporate Credit of the
Company. Mr. Jackson heads the Corporate Credit Department, which performs
initial and on-going due diligence on the customers of INMC and WLCA. Prior to
joining the Company, Mr. Jackson was a Senior Auditor at FHLMC, where he
reviewed overall origination, selling and servicing operations of
seller/servicers located throughout the United States. Prior to FHLMC, Mr.
Jackson worked as a certified public accountant in the position of Senior
Accountant at KPMG Peat Marwick LLP and as a loan officer for Great Western
Bank.
Peter L. Konkowski is currently Vice President and Quality Control Manager
of the Company. Mr. Konkowski manages the quality control and underwriting
areas, which are responsible for the review of loans for which prior approval is
required, review and approval of prospective delegated underwriting clients and
review of loans on a post purchase basis. Prior to joining the Company in May
1994, Mr. Konkowski served as Director of Client Relations for the Lender
Express Conduit for the Prudential Home Mortgage Company, a subsidiary of
Residential Services Corporation of America. Mr. Konkowski also worked for FSB
Investors Corporation as Marketing Representative and for Bank-Fund Staff
Federal Credit Union as Loan Closer.
Steven E. West is currently Vice President and Treasurer of the Company and
each of its subsidiaries. He is responsible for financing the various products
offered by the Company and managing overall liquidity. Prior to joining the
Company in November 1993, Mr. West managed the processing and investor reporting
departments within the loan administration division for First Nationwide Bank
and was also responsible for developing correspondent banking relationships and
managing overall cash flow. Mr. West is a former employee of KPMG Peat Marwick
LLP and graduated from California State University.
COMMON STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding stock options and
stock ownership for directors, certain executive officers and CCI. Except as
otherwise noted, the Company knows of no agreements among its stockholders that
relate to voting or investment power of its shares of Common Stock.
[Enlarge/Download Table]
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OF COMMON OPTIONS AT OCTOBER 31, IN-THE-MONEY OPTIONS
STOCK OWNED PERCENT 1994(4) AT OCTOBER 31, 1994(4)
BENEFICIALLY AS OF OF --------------------------- ---------------------------
NAME OCTOBER 31, 1994(1)(2)(4) CLASS EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------- ------------------------- ------- ----------- ------------- ----------- -------------
David S. Loeb............. 255,600 * 25,000 30,000 $ 64,063 $ 22,500
Angelo R. Mozilo.......... 174,431(3) * 80,000 30,000 226,250 22,500
Lyle E. Gramley........... 62,425 * -- 30,000 -- 22,500
Thomas J. Kearns.......... 102,000 * 40,000 30,000 95,938 22,500
Frederick J. Napolitano... 176,400 * 25,000 30,000 64,063 22,500
Michael W. Perry.......... 25,000 * 20,000 120,000 58,750 143,750
All directors and
executive officers as a
group (14 persons)...... 797,356 2.5% 190,000 297,500 509,064 287,656
------------
* Less than one percent of class.
(1) Unless otherwise indicated, includes sole voting and investment power.
(2) Includes shares which may be purchased through stock options exercisable
within 60 days of October 31, 1994 held by the following persons: Mr. Loeb,
25,000 shares, Mr. Mozilo, 80,000 shares, Mr. Kearns, 40,000 shares, Mr.
Napolitano, 25,000 shares, Mr. Perry, 20,000 shares, and all directors and
executive officers as a group, 190,000 shares.
(footnotes continued on next page)
34
(footnotes continued from previous page)
(3) Includes 1,000 shares owned by Phyllis Mozilo, the wife of Angelo Mozilo, as
to which shares he disclaims any beneficial interest.
(4) As of October 31, 1994, CCI owned 1,100,000 shares of the Company's Common
Stock, which represents 3.4% of such class as of such date.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 60,000,000 shares
of Common Stock, $.01 par value. Each share is entitled to participate equally
in dividends when and as declared by the Board of Directors and in the
distribution of assets of the Company upon liquidation. Each share of Common
Stock is entitled to one vote and will be fully paid and non-assessable by the
Company upon issuance. Shares of the Common Stock of the Company have no
preference, conversion, exchange, preemptive or cumulative voting rights. The
authorized capital stock of the Company may be increased and altered from time
to time as permitted by Delaware law.
Meetings of the stockholders of the Company are to be held annually and
special meetings may be called by the Board of Directors, the Chairman of the
Board, the President or a majority of the unaffiliated directors. The
Certificate of Incorporation reserves to the Company the right to amend any
provision thereof in the manner prescribed by law.
Repurchase of Shares and Restrictions on Transfer. Two of the requirements
of qualification for the tax benefits accorded by the Real Estate Investment
Trust Provisions of the Code are that (i) during the last half of each taxable
year not more than 50% in value of the outstanding shares may be owned directly
or indirectly by five or fewer individuals and (ii) there must be at least 100
stockholders on 335 days of each taxable year of 12 months.
In order that the Company may meet these requirements at all times, the
Certificate of Incorporation prohibits any person or group of persons from
acquiring or holding, directly or indirectly, ownership of a number of shares of
capital stock in excess of 9.8% of the outstanding shares. Shares of capital
stock owned by a person or group of persons in excess of such amounts are
referred to herein as 'Excess Shares.' For this purpose, the term 'ownership' is
defined in accordance with the Real Estate Investment Trust Provisions of the
Code, the constructive ownership provisions of Section 544 of the Code and Rule
13d-3 promulgated by the Commission under the Exchange Act and the term 'group'
is defined to have the same meaning as that term has for purposes of Section
13(d)(3) of the Exchange Act. Accordingly, shares of capital stock owned or
deemed to be owned by a person who individually owns less than 9.8% of the
shares outstanding may nevertheless be Excess Shares.
The constructive ownership provisions applicable under Section 544 of the
Code attribute ownership of securities owned by a corporation, partnership,
estate or trust proportionately to its stockholders, partners or beneficiaries,
attribute ownership of securities owned by family members and partners to other
members of the same family, treat securities with respect to which a person has
an option to purchase as actually owned by that person, and set forth rules as
to when securities constructively owned by a person are considered to be
actually owned for the application of such attribution provisions (i.e.,
'reattribution'). For purposes of determining whether a person holds Excess
Shares, a person or group will thus be treated as owning not only shares of
Common Stock actually or beneficially owned, but also any shares of Common Stock
attributed to such person or group under the attribution rules described above.
Ownership of shares of the Company's Common Stock through such attribution is
generally referred to as constructive ownership.
The Certificate of Incorporation also provides that in the event any person
acquires Excess Shares, such Excess Shares are deemed tendered for purchase to
the Company. Except as set forth below, the purchase price for such Excess
Shares shall be the closing price on the purchase date of such share of capital
stock on the New York Stock Exchange or other national securities exchange on
which the stock is listed, the closing bid price on the NASDAQ System if the
stock is not listed on any such exchange or, if neither listed on an exchange
nor quoted on the NASDAQ System, the net asset value of such share as determined
in good faith by the Board of Directors. The purchase price of any shares so
35
purchased shall be paid, at the option of the Company, in cash or in the form of
an unsecured, subordinated promissory note of the Company bearing interest and
having a term to maturity (to be not less than five nor more than 20 years) as
shall be determined by the Board of Directors. From and after the date fixed for
purchase by the Board of Directors and the tender by the Company of the purchase
price therefor, each as specified in the Company's notice of acceptance of the
offer of sale which must be sent to the holder, the holder of any shares to be
so purchased shall cease to be entitled to any rights as a holder of such
shares, excepting only the right to receive payment of the purchase price for
such shares.
Under the Certificate of Incorporation any acquisition of shares of the
Company that would result in the disqualification of the Company as a real
estate investment trust under the Code is void to the fullest extent permitted
by law, and the Board of Directors is authorized to refuse to transfer shares to
a person if, as a result of the transfer, that person would own Excess Shares.
Prior to any transfer or transaction which, if consummated, would cause a
stockholder to own shares in excess of 9% of the outstanding shares of the
Company, and in any event upon demand by the Board of Directors, a stockholder
is required to file with the Company an affidavit setting forth, as to that
stockholder, the information required to be reported in returns filed by
stockholders under Regulation 1.857-9 issued by the Internal Revenue Service
(the 'IRS') and in reports held under Section 13(d) of the Exchange Act.
Additionally, each proposed transferee of shares of Common Stock, upon demand of
the Board of Directors, also may be required to file a statement or affidavit
with the Company setting forth the number of shares already owned by the
transferee and any related person.
Restrictions on Ownership. The Company's Certificate of Incorporation and
Bylaws provide that 'disqualified organizations' within the meaning of Section
860E(e)(5) of the Code, which generally include governmental entities and other
tax-exempt persons not subject to tax on unrelated business taxable income, are
ineligible to hold the Company's shares. Accordingly, the shares of Common Stock
offered hereby should not be purchased or held by such disqualified
organizations. See 'Certain Federal Income Tax Considerations.'
Transfer Agent and Registrar. The transfer agent and registrar for the
Company's Common Stock is Chemical Trust Company of California.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
FEDERAL INCOME TAXATION OF STOCKHOLDERS
The following is a summary of certain anticipated material federal income
tax consequences of an investment in the Company that should be considered by
prospective stockholders. This summary is based on existing provisions of the
Code, final and proposed Treasury regulations promulgated thereunder, judicial
decisions and administrative rulings, all of which are subject to change or
alternative construction with possible retroactive effect. This summary does not
purport to deal with all federal income tax consequences applicable to all
categories of investors, some of which may be subject to special rules.
Prospective stockholders should consult their own tax advisors to determine the
federal, state, local and other tax consequences to them of their investment in
the Company. Prospective stockholders should also note that no rulings have been
obtained by the Company from the IRS concerning any of the matters discussed
below, and no assurance can be given that the IRS will not take contrary
positions.
GENERAL CONSIDERATIONS
The Company has elected to be taxed as a real estate investment trust under
the Code and intends to continue to do so. Brown & Wood, counsel to the Company,
has given the Company its opinion to the effect that, based on existing law and
certain representations made to it by the Company, and subject to the
limitations and qualifications set forth in the opinion given to the Company and
as set forth below, (i) the Company operated in a manner which qualified it as a
real estate investment trust under the Code since its inception and (ii) the
organization and contemplated method of operation of the Company are such as to
enable it to continue to so qualify in this and subsequent years, provided
36
the various tests for qualification as a real estate investment trust relating
to its income, assets, distributions, ownership and certain administrative
matters are satisfied in those years. However, there are aspects of the
Company's method of operation which have not been considered by the courts or
the IRS, and there can be no assurance that the courts or the IRS will agree
with this opinion. In addition, qualification as a real estate investment trust
depends on future transactions and events which cannot be known at this time.
Accordingly, Brown & Wood is unable to opine whether the Company will in fact
continue to qualify as a real estate investment trust under the Code.
If the requirements for qualification as a real estate investment trust
under the Code are satisfied, the Company generally will not be subject to
federal corporate income tax with respect to income which it distributes to
stockholders. Any subsidiary of the Company that has been wholly owned by the
Company during the subsidiary's entire existence (a 'qualified real estate
investment trust subsidiary') will not be treated as a corporation separate from
the Company for federal income tax purposes. Thus, any assets, liabilities,
income, deductions or credits of such a subsidiary will be attributed to the
Company. However, the Company can be taxed on undistributed earnings on income
from certain sources or activities (e.g., active business income earned from
foreclosure property). In addition, INMC, which operates the Company's mortgage
conduit operations and is included in the Company's consolidated GAAP financial
statements, is not a qualified real estate investment trust subsidiary.
Consequently, INMC is subject to applicable federal and state income taxes. The
Company will include in income amounts earned by INMC only upon payment to the
Company by dividend of after-tax earnings of INMC.
The Company may be taxable on the portion of any excess inclusion income
allocable to any stockholder which is a 'disqualified organization' within the
meaning of Section 860E(e)(5) of the Code, which generally includes governmental
entities and other tax-exempt persons not subject to the tax on unrelated
business taxable income ('UBTI'). However, the Company's Certificate of
Incorporation and Bylaws provide that disqualified organizations are ineligible
to hold the Company's shares.
The Company's election to be treated as a real estate investment trust will
be terminated automatically if the Company fails to meet the requirements of the
Real Estate Investment Trust Provisions of the Code. Although the Company
believes it has operated and intends to continue to operate in such a manner as
to qualify as a real estate investment trust, no assurance can be given that the
Company will in fact continue to so qualify. If the Company fails to qualify as
a real estate investment trust in any taxable year, it would be subject to
federal corporate income tax (including any alternative minimum tax) on its
taxable income at regular corporate rates, and distributions to its stockholders
would not be deductible by the Company. In that event, the Company would not be
eligible again to elect real estate investment trust status until the fifth
taxable year which begins after the year for which the Company's election was
terminated unless certain relief provisions apply. The Company may also
voluntarily revoke its election, although it has no intention of doing so, in
which event the Company would be prohibited, without exception, from electing
real estate investment trust status for the year to which the revocation relates
and the following four taxable years.
Distributions to stockholders of the Company with respect to any year in
which the Company fails to qualify would not be deductible by the Company nor
would they be required to be made. In such event, to the extent of current and
accumulated earnings and profits, any distributions to stockholders would be
taxable as ordinary income and, subject to certain limitations in the Code,
eligible for the dividends-received deduction for corporations. Failure to
qualify would reduce the amount of after-tax earnings available for distribution
to stockholders and could result in the Company incurring substantial
indebtedness (to the extent borrowings are feasible), or disposing of
substantial investments, in order to pay the resulting taxes or, in the
discretion of the Company, to maintain the level of the Company's distributions
to its stockholders.
SPECIAL CONSIDERATIONS -- TAX-EXEMPT AND CERTAIN OTHER INVESTORS
For CMOs issued by the Company or a qualified real estate investment trust
subsidiary after December 31, 1991, pursuant to regulations not yet published,
the portion of any dividends paid to stockholders attributable to 'excess
inclusion income' on the retained residual interests in such CMOs
37
would be subject to certain special rules. Such rules include (i) the
characterization of excess inclusion income as UBTI for tax-exempt stockholders
(including employee benefit plans and individual retirement accounts), (ii) the
application of federal income tax withholding at the maximum rate (without
reduction for any otherwise applicable income tax treaty) on any excess
inclusion income allocable to foreign stockholders and (iii) the inability of a
stockholder generally to offset excess inclusion income with net operating
losses. Generally, tax-exempt entities are subject to federal income tax on
excess inclusion income and other unrelated business income in excess of $1,000
per year. Excess inclusion income is generally taxable income with respect to a
residual interest in excess of a specified return on investment in the residual
interest. In some cases, substantially all taxable income with respect to a
residual interest may be considered excess inclusion income. Until regulations
or other guidance are issued, the Company will use methods it believes are
appropriate for calculating the amount of excess inclusion income it recognizes
from CMOs issued after December 31, 1991, and allocating any excess inclusion
income to its stockholders.
The Company may invest in or otherwise acquire residual interests in
REMICs. In general, a REMIC is a fixed pool of mortgage instruments in which
investors hold multiple classes of interests and for which a REMIC election has
been made. Part or all of any income derived by the Company from a REMIC
residual interest may be excess inclusion income. If the Company pays any
dividends to its stockholders that are attributable to such excess inclusion
income, the stockholders who receive such dividends would also be subject to the
rules described above.
TAXATION OF DISTRIBUTIONS BY THE COMPANY
Assuming that the Company maintains its status as a real estate investment
trust, any distributions that are properly designated as 'capital gain
dividends' generally will be taxed to stockholders as long-term capital gains,
regardless of how long a stockholder has owned his shares. Any other
distributions out of the Company's current or accumulated earnings and profits
will be dividends taxable as ordinary income, generally in the year paid.
However, any dividend declared by the Company in October, November or December
of any year payable to a stockholder of record on a specific date in any such
month will be treated as both paid by the Company and received by the
stockholder on December 31 of such year, provided that the dividend is actually
paid by the Company during January of the following calendar year. Stockholders
will not be entitled to dividends-received deductions with respect to any
dividends paid by the Company. Distributions in excess of the Company's current
or accumulated earnings and profits will be treated as tax-free returns of
capital, to the extent of the stockholder's basis in his shares of Common Stock,
and as gain from the disposition of shares, to the extent they exceed such
basis. Stockholders may not include on their own returns any of the Company's
ordinary or capital losses.
Dividends paid by the Company to organizations that are exempt from federal
income tax under Section 501(a) of the Code generally will not be taxable to
them as UBTI except to the extent that (i) purchase of shares of Common Stock
was financed by 'acquisition indebtedness' or (ii) such dividends are
attributable to excess inclusion income. The Company expects that tax-exempt
investors will be required to treat a portion of their dividends as UBTI,
because the Company expects that a portion of its income will be treated as
excess inclusion income. Because an investment in the Company may give rise to
UBTI or trigger the filing of an income tax return that otherwise would not be
required, tax-exempt organizations should give careful consideration to whether
an investment in the Company is prudent.
TAXATION OF DISPOSITION OF SHARES OF THE COMMON STOCK
In general, any gain or loss realized upon a taxable disposition of shares
will be treated as long-term capital gain or loss if the shares have been held
for more than 12 months and otherwise as short-term capital gain or loss.
However, any loss realized upon a taxable disposition of shares held for six
months or less will be treated as long-term capital loss to the extent of any
capital gain dividends received with respect to such shares. All or a portion of
any loss realized upon a taxable disposition of shares of Common Stock may be
disallowed if other shares of Common Stock are purchased (under a dividend
reinvestment plan or otherwise) within 30 days before or after the disposition.
38
BACKUP WITHHOLDING
The Company generally is required to withhold and remit to the United
States Treasury 31% of the dividends paid to any stockholder who (i) fails to
furnish the Company with a correct taxpayer identification number, (ii) has
underreported dividend or interest income to the IRS or (iii) under certain
circumstances, fails to certify to the Company that he is not subject to backup
withholding. An individual's taxpayer identification number is his social
security number.
STATE AND LOCAL TAX CONSIDERATIONS
State and local tax laws may not correspond to the federal income tax
principles discussed in this section. Accordingly, prospective investors should
consult their tax advisors concerning the state and local tax consequences of an
investment in the Company.
FOREIGN INVESTORS
The preceding discussion does not address the federal income tax
consequences to foreign investors of an investment in the Company. Foreign
investors in the Company should consult their own tax advisors concerning the
federal income tax consequences to them of a purchase of shares of the Company's
Common Stock, including the application of United States withholding tax on
distributions made to them. Any excess inclusion income allocated to a foreign
investor would be subject to such withholding without reduction by any otherwise
applicable income tax treaty between the United States and the foreign
investor's country.
ERISA MATTERS
The Employee Retirement Income Security Act of 1974, as amended ('ERISA'),
imposes certain restrictions on employee benefit plans subject to ERISA
('Plans'). Fiduciaries of Plans should consult their legal advisors when
considering an investment in the shares of Common Stock regarding, among other
matters, the investment's compliance with the Plans' governing documents and the
normal fiduciary investment standards of ERISA, including prudence and
diversification, as well as the fact that an investment in such shares may give
rise to UBTI being recognized by the Plans and other tax-exempt investors. See
'Certain Federal Income Tax Considerations.' The Company believes that the
shares of Common Stock are 'publicly offered securities' under United States
Department of Labor regulation 29 C.F.R. SS2510.3-101. Accordingly, the Company
believes that its underlying assets will not be considered 'plan assets' of
Plans which purchase shares of Common Stock.
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement (the
'Purchase Agreement'), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Alex. Brown & Sons Incorporated, Dean
Witter Reynolds Inc., PaineWebber Incorporated and Salomon Brothers Inc are
acting as representatives (the 'Representatives'), has severally agreed to
purchase, the number of shares of Common Stock set forth below opposite its
respective name. The Underwriters are committed
39
to purchase all of such shares if any are purchased. Under certain
circumstances, the commitments of non-defaulting Underwriters may be increased
as set forth in the Purchase Agreement.
[Enlarge/Download Table]
NUMBER
UNDERWRITER OF SHARES
---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................................
Alex. Brown & Sons Incorporated..................................................
Dean Witter Reynolds Inc. .......................................................
PaineWebber Incorporated.........................................................
Salomon Brothers Inc.............................................................
---------
Total.............................................................. 6,000,000
---------
---------
The Representatives of the Underwriters have advised the Company that they
propose initially to offer the shares of Common Stock to the public at the
public offering price set forth on the cover page of this Prospectus, and to
certain dealers at such price less a concession not in excess of $. per share.
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of $. per share on sales to certain other dealers. After the initial
public offering, the public offering price, concession and discount may be
changed.
The Company has granted the Underwriters an option, exercisable for 30 days
after the date hereof, to purchase up to 900,000 additional shares of Common
Stock to cover over-allotments, if any, at the initial public offering price,
less the underwriting discount set forth on the cover page of this Prospectus.
If the Underwriters exercise this option, each of the Underwriters will have a
firm commitment, subject to certain conditions, to purchase approximately the
same percentage thereof which the number of shares to be purchased by it shown
in the foregoing table is of the 6,000,000 shares of Common Stock initially
purchased by the Underwriters.
The Company has agreed that, for a period of 180 days from the date of this
Prospectus, it will not, without the prior written consent of the
Representatives, directly or indirectly sell, offer to sell, grant any option
for the sale of, or otherwise dispose of any shares of Common Stock or any
security convertible into Common Stock, except, with respect to the Company, for
Common Stock or options issued pursuant to reservations, agreements, employee
benefit plans or stock option plans. CCI has agreed that, for a period of 180
days from the date of this Prospectus, it will not, without 30 days' prior
written notice to the Representatives, directly or indirectly sell, offer to
sell, grant any option for the sale of, or otherwise dispose of any shares of
Common Stock or any security convertible into Common Stock of the Company, and
that the Representatives shall have a right of first refusal to purchase any
such Common Stock or security convertible into Common Stock from CCI.
The Company has agreed to indemnify the several Underwriters against
certain civil liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Brown & Wood and for the Underwriters by Thacher Proffitt & Wood.
40
EXPERTS
The consolidated financial statements and schedules of the Company and its
subsidiaries included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, as amended, which is incorporated herein by reference,
have been audited by Grant Thornton, independent certified public accountants,
as set forth in their report, and have been so incorporated in reliance upon
such report and upon the authority of such firm as experts in accounting and
auditing.
41
INDEX OF CERTAIN DEFINITIONS
Set forth below is a list of certain terms used in this Prospectus,
together with the pages on which the terms are defined or described.
[Enlarge/Download Table]
PAGE
----
Adjustable-Rate Mortgage (ARM)............................................................................. 16
Agency ARMs................................................................................................ 28
Agency Securities.......................................................................................... 28
Best Efforts Rate-Lock..................................................................................... 20
Bulk Rate-Lock............................................................................................. 19
Collateralized Mortgage Obligation (CMO)................................................................... 4
Commodity Exchange Act (CEA)............................................................................... 5
Constant Maturity Treasury Index (CMT Index)............................................................... 16
Construction Lending Corporation of America (CLCA)......................................................... 3
Countrywide Asset Management Corporation (CAMC)............................................................ 4
Countrywide Credit Industries, Inc. (CCI).................................................................. 4
Countrywide Funding Corporation (CFC)...................................................................... 3
Disqualified Organization.................................................................................. 10
Excess Shares.............................................................................................. 35
Federal Home Loan Mortgage Corporation (FHLMC)............................................................. 4
Federal National Mortgage Association (FNMA)............................................................... 4
Government National Mortgage Association (GNMA)............................................................ 7
Independent Lending Corporation (ILC)...................................................................... 4
Independent National Mortgage Corporation (INMC)........................................................... 3
Loan-to-Value (LTV)........................................................................................ 14
Master Commitment.......................................................................................... 19
Mortgage Conduit........................................................................................... 13
Net Interest Spread (Net Spread)........................................................................... 13
Non-conforming Mortgage Loans.............................................................................. 15
Purchase Agreement......................................................................................... 39
Qualified Real Estate Investment Trust Subsidiary.......................................................... 37
Rate-lock.................................................................................................. 19
Real Estate Investment Trust Provisions of the Code........................................................ 11
Real Estate Mortgage Investment Conduit (REMIC)............................................................ 3
Residual Cash Flow......................................................................................... 6
Subordinated Securities.................................................................................... 6
Tract Construction......................................................................................... 3
Unrelated Business Taxable Income.......................................................................... 37
Warehouse Lending Corporation of America (WLCA)............................................................ 3
42
_____________________________ _____________________________
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT,
DEALER OR UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
----------------------------------------------------------
TABLE OF CONTENTS
[Enlarge/Download Table]
PAGE
----
Available Information....................................................................................................... 2
Incorporation of Certain Information by Reference........................................................................... 2
Prospectus Summary.......................................................................................................... 3
Risk Factors................................................................................................................ 5
Selected Consolidated Financial Data........................................................................................ 12
The Company................................................................................................................. 13
Business.................................................................................................................... 13
Use of Proceeds............................................................................................................. 30
Market Prices and Dividend Data............................................................................................. 30
Dividend Reinvestment Plan.................................................................................................. 31
Capitalization.............................................................................................................. 31
Management of CWM Mortgage Holdings, Inc.................................................................................... 32
Common Stock Ownership of Management........................................................................................ 34
Description of Common Stock................................................................................................. 35
Certain Federal Income Tax Considerations................................................................................... 36
ERISA Matters............................................................................................................... 39
Underwriting................................................................................................................ 39
Legal Matters............................................................................................................... 40
Experts..................................................................................................................... 41
Index of Certain Definitions................................................................................................ 42
6,000,000 SHARES
[LOGO]
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
MERRILL LYNCH & CO.
ALEX. BROWN & SONS
INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
SALOMON BROTHERS INC
JANUARY __, 1995
_____________________________ _____________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
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Securities and Exchange Commission filing fees and expenses....................... $ 21,414
Printing and engraving............................................................ 75,000
Legal fees and expenses........................................................... 200,000
NASD filing fee................................................................... 6,710
Accounting fees and expenses...................................................... 15,000
Blue Sky qualifications and expenses (including legal fees)....................... 15,000
Listing fees...................................................................... 25,000
Miscellaneous..................................................................... 66,876
--------
Total................................................................... $425,000
--------
--------
------------
*All expenses except Securities and Exchange Commission and NASD filing fees are
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power, and in some cases is required,
to indemnify an agent, including an officer or director, who was or is a party
or is threatened to be made a party to any proceedings, against expenses,
judgments, fines, settlements and other amounts under certain circumstances.
The Certificate of Incorporation and Bylaws of the Company provide, in
effect, that, to the extent and under the circumstances permitted by Section 145
of the General Corporation Law of Delaware, the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company. The Company maintains insurance
covering certain liabilities of the directors and officers of the Company. The
Company has also entered into contractual arrangements with its directors and
officers pursuant to which such persons may be entitled to indemnity from the
Company against certain liabilities arising from the discharge of their duties
in such capacities.
ITEM 16. EXHIBITS.
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1.1** -- Form of Purchase Agreement.
4.1* -- Certificate of Incorporation for the Company (incorporated by reference to Exhibit 3.1 to the Company's
Form 10-Q filed with the Commission on November 14, 1994).
4.2* -- Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Form 10-Q filed with
the Commission on August 12, 1993).
4.3* -- Form of Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-3, as amended (File No. 33-63034)).
5.1** -- Opinion of Brown & Wood as to the legality of the Common Stock being offered.
8.1** -- Opinion of Brown & Wood as to tax matters.
10.1** -- Wet Ink and Interim Funding Facility (Conforming and Nonconforming Mortgage Loans) dated December 9,
1994 by and among CWM Mortgage Holdings, Inc., Independent National Mortgage Corporation, Independent
Lending Corporation and Lehman Commercial Paper, Inc. (Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment of such omitted information.)
10.2** -- Promissory Note of CWM Mortgage Holdings, Inc., Independent National Mortgage Corporation and
Independent Lending Corporation dated December 9, 1994. (Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment of such omitted information.)
10.3** -- Pledge Agreement dated as of December 9, 1994 by and among Lehman Commercial Paper, Inc. and CWM
Mortgage Holdings, Inc., Independent National Mortgage Corporation and Independent Lending Corporation.
(Portions of this Exhibit have been omitted pursuant to a request for confidential treatment of such
omitted information.)
II-1
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10.4** -- Wet Ink and Interim Funding Facility Tri-Party Custody Agreement dated December 9, 1994 by and among
CWM Mortgage Holdings, Inc., Independent National Mortgage Corporation and Independent Lending
Corporation and Lehman Commercial Paper Inc. and State Street Bank and Trust Company of California, N.A.
23.1** -- Consent of Grant Thornton.
23.2** -- Consent of Brown & Wood (included in Exhibit 5.1 and Exhibit 8.1).
24.1*** -- Power of Attorney (included on page II-3 of the Registration Statement).
------------
* Incorporated by reference.
**_Filed herewith.
***_Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered hereby,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pasadena, State of
California, on the 6th day of January 1995.
CWM MORTGAGE HOLDINGS, INC.
By /s/ MICHAEL W. PERRY
...................................
MICHAEL W. PERRY
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
------------------------------------------ -------------------------------------------- -------------------
* Director, Chief Executive Officer January 6, 1995
......................................... and Chairman of the
(DAVID S. LOEB) Board of Directors
(Principal Executive Officer)
* Director, President and Vice January 6, 1995
......................................... Chairman of the Board
(ANGELO R. MOZILO) of Directors
/S/ MICHAEL W. PERRY Executive Vice President and January 6, 1995
......................................... Chief Operating Officer
(MICHAEL W. PERRY) (Principal Financial Officer)
/S/ CARMELLA L. GRAHN Senior Vice President and January 6, 1995
......................................... Chief Accounting Officer
(CARMELLA L. GRAHN) (Principal Accounting Officer)
* Director January 6, 1995
.........................................
(LYLE E. GRAMLEY)
* Director January 6, 1995
.........................................
(THOMAS J. KEARNS)
* Director January 6, 1995
.........................................
(FREDERICK J. NAPOLITANO)
* By: /s/ MICHAEL W. PERRY
...................................
MICHAEL W. PERRY
ATTORNEY-IN-FACT
II-3
EXHIBIT INDEX
[Enlarge/Download Table]
SEQUENTIAL
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
------- ---------------------------------------------------------------------------------------------- ----------
1.1** -- Form of Purchase Agreement.................................................................
4.1* -- Certificate of Incorporation for the Company (incorporated by reference to Exhibit 3.1 to
the Company's Form 10-Q filed with the Commission on November 14, 1994).....................
4.2* -- Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Form 10-Q
filed with the Commission on August 12, 1993)...............................................
4.3* -- Form of Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-3, as amended (File No. 33-63034)).........................
5.1** -- Opinion of Brown & Wood as to the legality of the Common Stock being offered...............
8.1** -- Opinion of Brown & Wood as to tax matters..................................................
10.1** -- Wet Ink and Interim Funding Facility (Conforming and Nonconforming Mortgage Loans) dated
December 9, 1994 by and among CWM Mortgage Holdings, Inc., Independent National Mortgage
Corporation, Independent Lending Corporation and Lehman Commercial Paper, Inc. (Portions of
this Exhibit have been omitted pursuant to a request for confidential treatment of such
omitted information.)
10.2** -- Promissory Note of CWM Mortgage Holdings, Inc., Independent National Mortgage Corporation
and Independent Lending Corporation dated December 9, 1994. (Portions of this Exhibit have
been omitted pursuant to a request for confidential treatment of such omitted information.)
10.3** -- Pledge Agreement dated as of December 9, 1994 by and among Lehman Commercial Paper, Inc.
and CWM Mortgage Holdings, Inc., Independent National Mortgage Corporation and Independent
Lending Corporation. (Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment of such omitted information.)
10.4** -- Wet Ink and Interim Funding Facility Tri-Party Custody Agreement dated December 9, 1994 by
and among CWM Mortgage Holdings, Inc., Independent National Mortgage Corporation and
Independent Lending Corporation and Lehman Commercial Paper Inc. and State Street Bank and
Trust Company of California, N.A.
23.1** -- Consent of Grant Thornton..................................................................
23.2** -- Consent of Brown & Wood (included in Exhibit 5.1 and Exhibit 8.1)..........................
24.1*** -- Power of Attorney (included on page II-3 of the Registration Statement)....................
------------
* Incorporated by reference.
** Filed herewith.
*** Previously filed.
Dates Referenced Herein and Documents Incorporated by Reference
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