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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-----
ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ______________
COMMISSION FILE NUMBER: 1-8896
CAPSTEAD MORTGAGE CORPORATION
(Exact name of Registrant as specified in its Charter)
MARYLAND 75-2027937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2711 NORTH HASKELL, DALLAS, TEXAS 75204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 874-2323
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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Common Stock ($0.01 par value) New York Stock Exchange
$1.60 Cumulative Preferred Stock, New York Stock Exchange
Series A ($0.10 par value)
$1.26 Cumulative Convertible Preferred New York Stock Exchange
Stock, Series B ($0.10 par value)
Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_]
AT FEBRUARY 14, 1997 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS $1,124,930,000.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT FEBRUARY 14, 1997: 46,306,880
DOCUMENTS INCORPORATED BY REFERENCE:
(1) PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 1996 ARE INCORPORATED BY REFERENCE INTO PARTS II AND IV.
(2) PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT DATED MARCH 5, 1997,
ISSUED IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS OF THE
REGISTRANT, ARE INCORPORATED BY REFERENCE INTO PART III.
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CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES
1996 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE
----
PART I
ITEM 1. BUSINESS................................................... 1
ITEM 2. PROPERTIES................................................. 3
ITEM 3. LEGAL PROCEEDINGS.......................................... 3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.......................... 3
ITEM 6. SELECTED FINANCIAL DATA.................................... 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...................... 3
ITEM 3. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................ 3
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE...................... 3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......... 4
ITEM 11. EXECUTIVE COMPENSATION..................................... 4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.................................... 4
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K...................................... 5
PART I
ITEM 1. BUSINESS.
Capstead Mortgage Corporation ("CMC" or the "Company") was incorporated on April
15, 1985 in Maryland and commenced operations in September 1985. The Company's
business plan is to build a mortgage banking operation with investments in
mortgage securities and mortgage servicing with the goal of producing reasonably
balanced operating results in a variety of interest rate environments.
Initially, the Company structured and managed mortgage investments. In late
1992 the Company entered into the mortgage servicing business. Mortgage
servicing includes collecting and accounting for payments of principal and
interest from borrowers, remitting such payments to investors, holding escrow
funds for payment of mortgage-related expenses such as taxes and insurance,
making advances to cover delinquent payments, inspecting the mortgage premises
as required, contacting delinquent mortgagors, supervising foreclosures and
property dispositions in the event of unremedied defaults, and generally
administering the loans. Fees are received for servicing residential mortgage
loans ranging generally from 0.25 to 0.38 percent per annum on the declining
principal balances of the loans and are collected out of monthly mortgage
payments.
For further discussion of the Company's business, see the Registrant's Annual
Report to Stockholders for the year ended December 31, 1996 on pages 38 and 39
under the caption "Management's Discussion and Analysis - Financial Condition."
EFFECTS OF INTEREST RATE CHANGES
For discussion of effects of interest rate changes on the Company's mortgage
securities and mortgage servicing portfolios, see the Registrant's Annual Report
to Stockholders for the year ended December 31, 1996 on pages 42 and 43 under
the caption "Management's Discussion and Analysis - Effects of Interest Rate
Changes."
OTHER INVESTMENT STRATEGIES
The Company may enter into other short- or long-term investment strategies as
the opportunities arise.
COMPETITION
In purchasing mortgage securities, the Company competes with savings banks,
commercial banks, mortgage and investment bankers, conduits, insurance
companies, other lenders, and mutual funds. The competition for the acquisition
of mortgage servicing rights is primarily with mortgage bankers, commercial
banks and savings banks.
REGULATION AND RELATED MATTERS
The Company's mortgage servicing unit is subject to the rules and regulations of
FNMA and FHLMC with respect to servicing mortgage loans. In addition, there are
other federal and state statutes and regulations affecting such activities.
Moreover, the Company is required annually to submit audited financial
statements to FNMA and FHLMC, and each regulatory entity has its own financial
requirements. The Company's affairs are also subject to examination by FNMA and
FHLMC at all times to assure compliance with applicable
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regulations, policies and procedures. Many of the aforementioned regulatory
requirements are designed to protect the interests of consumers, while others
protect the owners or insurers of mortgage loans. Failure to comply with these
requirements can lead to loss of approved status, termination of servicing
contracts without compensation to the servicer, demands for indemnification or
loan repurchases, class action lawsuits and administrative enforcement actions.
EMPLOYEES
As of December 31, 1996, the Company had 178 full-time employees.
TAX STATUS
As used herein, "Capstead REIT" refers to CMC and the entities that are
consolidated with CMC for federal income tax purposes. Capstead REIT has
elected to be taxed as a REIT for federal income tax purposes and intends to
continue to do so. As a result of this election, Capstead REIT will not be
taxed at the corporate level on taxable income distributed to stockholders,
provided that certain requirements concerning the nature and composition of its
income and assets are met and that at least 95 percent of its REIT taxable
income is distributed.
If Capstead REIT fails to qualify as a REIT in any taxable year, it would be
subject to federal income tax at regular corporate rates and would not receive a
deduction for dividends paid to stockholders. If this were the case, the amount
of after-tax earnings available for distribution to stockholders would decrease
substantially.
As long as Capstead REIT qualifies as a REIT, it will generally be taxable only
on its undistributed taxable income. Distributions out of current or
accumulated earnings and profits will be taxed to stockholders as ordinary
income or capital gain, as the case may be. Distributions in excess of the
Company's accumulated and current earnings and profits will constitute a non-
taxable return of capital to the stockholders (except insofar as such
distributions exceed the cost basis of the shares of stock) resulting in a
corresponding reduction in the cost basis of the shares of stock. The Company
notifies its stockholders of the proportion of distributions made during the
taxable year that constitutes ordinary income, capital gain or a return of
capital. During 1996, 83.7 percent, 5.9 percent and 10.4 percent of the common
stock distributions were characterized as ordinary income, long-term capital
gain and nontaxable return of capital, respectively, while 93.4 percent and 6.6
percent of the preferred stock distributions were characterized as ordinary
income and long-term capital gain, respectively. During 1995 and 1994
distributions made were characterized as ordinary income. Distributions by the
Company will not normally be eligible for the dividends received deduction for
corporations. Should the Company incur losses, stockholders will not be
entitled to include such losses in their individual income tax returns.
All taxable income of Capstead Inc., which conducts mortgage servicing
operations, is subject to federal and state income taxes, where applicable.
Capstead REIT's taxable income will include earnings of this subsidiary only
upon payment to Capstead REIT by distribution of such earnings, and only if
these distributions are made out of current earnings and profits.
The foregoing is general in character. Reference should be made to pertinent
Internal Revenue Code sections and the Regulations issued thereunder for a
comprehensive statement of applicable federal income tax consequences.
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ITEM 2. PROPERTIES.
The Company's operations are conducted primarily in Dallas, Texas on properties
leased by the Company.
ITEM 3. LEGAL PROCEEDINGS.
At December 31, 1996 there were no material pending legal proceedings, outside
the normal course of business, to which the Company or its subsidiaries were a
party or of which any of their property was the subject.
ITEM 4. RESULTS OF SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1996 on page 36 under the
caption "Note 15 - Market and Dividend Information," and is incorporated herein
by reference, pursuant to General Instruction G(2).
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1996 on page 37 under the
caption "Selected Financial Data," and is incorporated herein by reference,
pursuant to General Instruction G(2).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1996 on pages 38 through
43 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and is incorporated herein by reference,
pursuant to General Instruction G(2).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1996 on pages 17 through
36, and is incorporated herein by reference, pursuant to General Instruction
G(2).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this item is included in the Registrant's definitive
Proxy Statement dated March 5, 1997 on pages 3 through 6 under the captions
"Election of Directors," "Board of Directors" and "Executive Officers," which is
incorporated herein by reference pursuant to General Instruction G(3).
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item is included in the Registrant's definitive
Proxy Statement dated March 5, 1997 on pages 7 through 13 under the captions
"Executive Compensation," "Compensation Committee Report on Executive
Compensation," and "Performance Graph," which is incorporated herein by
reference pursuant to General Instruction G(3).
ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS.
The information required by this item is included in the Registrant's definitive
Proxy Statement dated March 5, 1997 on pages 14 and 15 under the caption
"Security Ownership of Management and Certain Beneficial Owners," which is
incorporated herein by reference pursuant to General Instruction G(3).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
1. The following financial statements of the Company, included in the
1996 Annual Report to Stockholders, are incorporated herein by
reference:
PAGE
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Consolidated Statement of Income - Years
Ended December 31, 1996, 1995 and 1994................ *
Consolidated Balance Sheet -
December 31, 1996 and 1995............................ *
Consolidated Statement of Stockholders' Equity -
Three Years Ended December 31, 1996................... *
Consolidated Statement of Cash Flows - Years
Ended December 31, 1996, 1995 and 1994................ *
Notes to Consolidated Financial Statements -
December 31, 1996..................................... *
2. Financial statement schedule:
Schedule IV - Mortgage Loans on Real Estate............ 9
NOTE: All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and
therefore have been omitted.
* Incorporated herein by reference from the Company's Annual Report
to Stockholders for the year ended December 31, 1996.
3. Exhibits:
EXHIBIT
NUMBER
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1.3 Sales and Agency Agreement dated as of December 6, 1995
between Capstead Mortgage Corporation and PaineWebber
Incorporated (the "Sales Agency Agreement")(6)
3.1(a) Charter of the Company, which includes Articles of
Incorporation, Articles Supplementary for each
outstanding Series of Preferred Stock and all other
amendments to such Articles of Incorporation(4)
3.1(b) Articles Supplementary ($1.26 Cumulative Convertible
Preferred Stock, Series B)(3)
3.2 Bylaws of the Company, as amended(4)
10.21 1990 Employee Stock Option Plan(1)
10.22 1990 Directors' Stock Option Plan(2)
10.23 Employment Agreement dated August 1, 1992 between
Capstead Mortgage Corporation and Ronn K. Lytle(3)
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CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES
PART IV
ITEM 14. - CONTINUED
EXHIBIT
NUMBER
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10.24 Restricted Stock Grant Agreement dated August 1, 1992
between Capstead Mortgage Corporation and Ronn K.
Lytle(3)
10.25 1994 Flexible Long Term Incentive Plan(5)
10.26 1994 Capstead Inc. Restricted Stock Plan(5)
10.27 Capstead Mortgage Corporation Deferred Compensation
Plan(5)
10.28 Summary of Employment Agreement dated December 9, 1993
between Capstead Mortgage Corporation and Christopher T.
Gilson(5)
11 Computation of per share earnings*
12 Computation of ratio of earnings to combined fixed
charges and preferred stock dividends*
13 Portions of the Annual Report to Stockholders of the
Company for the year ended December 31, 1996*
21 List of subsidiaries of the Company*
23 Consent of Ernst & Young LLP, Independent Auditors*
27 Financial Data Schedule (electronic filing only)*
(1) Incorporated by reference to the Company's Registration Statement
on Form S-8 (No. 33-40016) dated April 29, 1991
(2) Incorporated by reference to the Company's Registration Statement
on Form S-8 (No. 33-40017) dated April 29, 1991
(3) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1992
(4) Incorporated by reference to the Company's Registration Statement
on Form S-3 (No. 33-62212) dated May 6, 1993
(5) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1994
(6) Incorporated by reference to the Company's Current Report of Form
8-K dated December 6, 1995
* Filed herewith
(b) Reports on Form 8-K: None.
(c) Exhibits - The response to this section of ITEM 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules - The response to this section of ITEM
14 is submitted as a separate section of this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CAPSTEAD MORTGAGE CORPORATION
REGISTRANT
Date: March 7, 1997 By: /s/ ANDREW F. JACOBS
----------------------------------------
Andrew F. Jacobs
Senior Vice President-Control,
Treasurer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated below and on the dates indicated.
/s/ RONN K. LYTLE Chairman, Chief March 7, 1997
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(Ronn K. Lytle) Executive Officer
and Director
/s/ ANDREW F. JACOBS Senior Vice President March 7, 1997
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(Andrew F. Jacobs) Control, Treasurer
and Secretary
/s/ BEVIS LONGSTRETH Director March 7, 1997
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(Bevis Longstreth)
/s/ PAUL M. LOW Director March 7, 1997
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(Paul M. Low)
/s/ HARRIET E. MIERS Director March 7, 1997
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(Harriet E. Miers)
/s/ WILLIAM R. SMITH Director March 10, 1997
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(William R. Smith)
/s/ JOHN C. TOLLESON Director March 7, 1997
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(John C. Tolleson)
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PORTIONS OF THE
ANNUAL REPORT ON FORM 10-K
ITEMS 14(a)(1), (2) AND (3)
FINANCIAL STATEMENT SCHEDULES AND EXHIBITS
YEAR ENDED DECEMBER 31, 1996
CAPSTEAD MORTGAGE CORPORATION
DALLAS, TEXAS
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CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1996
PART 2 - INTEREST
PART 1 - MORTGAGE LOANS ON REAL ESTATE AT CLOSE OF PERIOD//1// EARNED ON MORTGAGES
- -------------------------------------------------------------------------------------------------------- ---------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F AND COLUMN G //4//
- -------------------------- -------- --------------- ----------------------------- --------------- ---------------------------
AMOUNT OF PRINCIPAL UNPAID AT
CLOSE OF PERIOD AMOUNT OF
-----------------------------
SUBJECT TO MORTGAGE
PRIOR CARRYING AMOUNT DELINQUENT BEING WEIGHTED AVERAGE
DESCRIPTION LIENS OF MORTGAGES//2// TOTAL INTEREST//3// FORECLOSED//3// INTEREST RATE
- ------------------------------- ----- ---------------- ----------- ------------- --------------- ----------------
$ -0- - $ 49,999( 30)..... None $ 119,000 $ 119,000 $ 45,000 $ - 9.05%
$ 50,000 - $ 99,999( 20)..... None 1,670,000 1,670,000 694,000 - 7.08%
$100,000 - $ 149,999( 33)..... None 4,136,000 4,136,000 832,000 - 7.55%
$150,000 - $ 199,999(110)..... None 19,711,000 19,711,000 2,638,000 927,000 8.15%
$200,000 - $ 249,999(550)..... None 120,479,000 120,479,000 12,302,000 4,493,000 7.70%
$250,000 - $ 299,999(325)..... None 90,158,000 90,158,000 6,316,000 1,918,000 7.60%
$300,000 - $ 349,999( 93)..... None 30,059,000 30,059,000 7,037,000 2,866,000 7.69%
$350,000 - $ 399,000( 70)..... None 22,321,000 22,321,000 2,637,000 3,336,000 7.67%
$400,000 - $ 449,999( 51)..... None 20,425,000 20,425,000 1,701,000 642,000 7.66%
$450,000 - $ 499,999( 29)..... None 12,224,000 12,224,000 1,308,000 - 7.64%
$500,000 - $1,500,000( 52)..... None 29,962,000 29,962,000 3,574,000 1,131,000 7.84%
------------ ------------ ----------- -----------
351,264,000 $351,264,000 $39,084,000 $15,313,000
============ =========== ===========
Plus premimum 884,000
Plus unrealized gain on mortgage
loans included in debt securities 1,464,000
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$353,612,000
See accompanying notes to Schedule IV.
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CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES
NOTES TO SCHEDULE IV
(1) Mortgage loans at December 31, 1996 consisted of single-family,
conventional, first mortgage loans most of which are included in AAA-rated
private mortgage pass-through securities ("Mortgage Pass-Throughs"). The
Company classifies its mortgage loans by interest rate characteristics.
Fixed-rate mortgage loans have (i) fixed rates of interest for their entire
terms or (ii) an initial fixed-rate period of 10 years after origination
and then adjust annually based on a specified margin over 1-year United
States Treasury Securities ("1-year Treasuries"). Medium-term mortgage
loans have (i) an initial fixed-rate period of 3 or 5 years after
origination and then adjust annually based on a specified margin over 1-
year Treasuries or (ii) initial interest rates then adjust one time,
approximately 5 years following origination of the mortgage loan, based on
a specified margin over the Federal National Mortgage Association ("FNMA")
yields for 30-year, fixed-rate commitments at the time of adjustment.
Adjustable-rate mortgage loans either adjust (i) semi-annually based on a
specified margin over the 6-month London Interbank Offered Rate ("LIBOR")
or (ii) annually based on a specified margin over 1-year Treasuries.
Principal amount of mortgage loans in the portfolio totaling $3,241,000, or
0.9 percent, were fixed-rate loans; $278,024,000, or 79.2 percent, were
medium-term loans; and $69,999,000, or 19.9 percent, were adjustable-rate
loans.
(2) Reconciliation of mortgage loans:
Balance at December 31, 1995........ $ 999,722,000
Additions:
Purchases and originations of
mortgage loans................. 20,529,000
--------------
1,020,251,000
Deductions:
Principal collections............ 174,816,000
Amortization of discount......... 691,000
Sales............................ 481,869,000
Change in fair value of
Mortgage Pass-Throughs......... 9,263,000 666,639,000
----------- --------------
Balance at December 31, 1996........ $ 353,612,000
==============
(3) Consists of all mortgage loans delinquent 90 days or more. Note that of the
amount of principal unpaid at the close of the period that is subject to
delinquent principal, $35.2 million is covered by mortgage pool insurance
that effectively limits the Company's loss. Similarly, $13.8 million of the
amount of mortgages being foreclosed is covered by pool insurance.
(4) Interest due and accrued at the end of the period and interest income
earned applicable to the period for each of the categories presented above
is not available without unreasonable effort or expense and therefore has
been omitted in accordance with Rule 12-23 of Regulation S-X. Total accrued
interest for the above listed mortgage loans totaled $3,150,000 at December
31, 1996.
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CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES
NOTES TO SCHEDULE IV - CONTINUED
(5) The geographic distribution of the Company's portfolio at December 31, 1996
was as follows:
NUMBER PRINCIPAL
STATE OF LOANS AMOUNT
----- -------- ------------
Alabama................................. 2 $ 296,000
Arizona................................. 4 682,000
California.............................. 1,024 277,031,000
Colorado................................ 5 892,000
Connecticut............................. 3 463,000
Delaware................................ 2 455,000
District of Columbia.................... 10 1,933,000
Florida................................. 31 7,570,000
Georgia................................. 38 8,368,000
Hawaii.................................. 2 504,000
Idaho................................... 1 216,000
Illinois................................ 11 2,681,000
Indiana................................. 2 255,000
Louisiana............................... 4 788,000
Maryland................................ 27 6,035,000
Massachusetts........................... 6 1,237,000
Michigan................................ 11 2,669,000
Missouri................................ 2 476,000
Nevada.................................. 3 563,000
New Hampshire........................... 1 214,000
New Jersey.............................. 31 6,849,000
New Mexico.............................. 12 2,893,000
New York................................ 11 2,513,000
North Carolina.......................... 2 502,000
Ohio.................................... 2 525,000
Oklahoma................................ 5 978,000
Pennsylvania............................ 12 2,443,000
Rhode Island............................ 1 325,000
Texas................................... 32 5,922,000
Utah.................................... 1 275,000
Virginia................................ 46 10,338,000
Washington.............................. 17 3,826,000
Wisconsin............................... 2 547,000
----- ------------
351,264,000
Plus premium............................ 884,000
Plus unrealized gain on mortgage loans
included in debt securities............ 1,464,000
------------
Total................................ 1,363 $353,612,000
===== ============
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