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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from --------- to ---------
Commission file number: 0-6237
THE ZIEGLER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1148883
--------- ----------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
250 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
-----------------------------------------------------
(Address of principal executive offices)(Zip Code)
(formerly at 215 N. Main Street, West Bend, Wisconsin 53095-3317)
Registrant's telephone number, including area code: (414) 277-4400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
-----------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes --X-- No -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
AGGREGATE MARKET VALUE OF VOTING STOCK HELD
BY NON-AFFILIATES OF THE REGISTRANT:
As of March 16, 2001, 2,411,766 shares of Common Stock were outstanding
and the aggregate market value of registrant's voting and nonvoting common
equity (based on the average of the bid and ask price of $15.90 on that date
excluding shares reported as beneficially owned by directors and executive
officers (which exclusion does not constitute an admission as to affiliate
status) was approximately $25,700,000.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K into Which Portions of
Document Document Are Incorporated
-------- ----------------------------------------
Portions of Annual Report to Shareholders
for the calendar year ended December 31, 2000 Part II
Portions of Proxy Statement for 2001 Annual
Meeting of Shareholders Part III
PART I
ITEM 1. BUSINESS.
--------
General
The Ziegler Companies, Inc. (the "Company") is a financial services
holding company which owns operating subsidiary companies in three segments --
capital markets, investment services consulting and corporate. A list
of the Company's subsidiaries is filed as Exhibit 21.1 to this Form 10-K. All
of the companies are engaged in financial service businesses. The Company's
principal executive offices are located at 250 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202 and its telephone number is (414) 277-4400. Previously the
Company's executive offices were at 215 N. Main Street, West Bend, Wisconsin
53095-3317.
CAPITAL MARKETS SEGMENT
Capital Markets underwrites fixed income securities primarily for senior
living and healthcare providers, religious institutions, and private schools.
Capital Markets services also include financial advisory services, merger and
acquisition services, sales on an agency basis of complex financial products for
executing risk management strategies, and Federal Housing Administration ("FHA")
loan origination often in conjunction with investment banking activities.
Capital Markets also includes sales and trading in both the primary and
secondary markets for the Company's underwritten bonds as well as other taxable
and tax-exempt fixed income securities. These activities are conducted through
the B.C. Ziegler and Company ("BCZ") subsidiary, except that Ziegler Financing
Corporation ("ZFC") conducts FHA loan origination activities. These services
are provided primarily to profit and nonprofit corporations and municipalities.
INVESTMENT SERVICES SEGMENT
Investment Services consists of three primary operating components: Asset
Management, Wealth Management, and Portfolio Consulting. Asset Management
provides investment advisory services to Company-sponsored mutual funds and
managed account services for institutional and individual clients. Wealth
Management provides a wide range of financial products to retail clients through
its broker distribution network, including equity and fixed-income securities,
proprietary and non-affiliated mutual funds, annuities and insurance products.
Wealth Management is the primary retail distribution channel for religious
institution and private school bonds and other taxable and tax-exempt bonds
underwritten by BCZ. Sales credits associated with underwritten offerings are
reported in this operating segment when sold through the Company's retail
distribution channels. The Portfolio Consulting operation provides services as
an intermediary in matching investors with money managers and provides
performance reporting and other administrative services to independent financial
advisors, investment consultants, and other financial services organizations.
The Asset Management activities were conducted in 2000 through BCZ and Ziegler
Asset Management, Inc. ("ZAMI"). ZAMI was merged into BCZ on January 1, 2001.
The Wealth Management activities are conducted through BCZ. The Portfolio
Consulting activities are conducted primarily through PMC International, Inc.
("PMC") and its two subsidiaries, Portfolio Management Consultants, Inc. and
Portfolio Brokerage Services, Inc., the Company's Denver-based operations.
CORPORATE SEGMENT
Corporate consists primarily of the investment and debt management
activities of The Ziegler Companies, Inc. and the unallocated corporate
administrative activities included in BCZ. Certain corporate administrative
costs are allocated to Capital Markets and Investment Services using various
methodologies which consider the size of the operation and the extent of
administrative services provided. Also included in this segment are First
Church Financing Corporation ("FCFC"), Ziegler Collateralized Securities, Inc.
("ZCSI"), the church mortgage servicing element of ZFC, and Ziegler Capital
Corporation ("ZCC"), all of which have reduced or eliminated activities since
1997.
PRIOR DISPOSITIONS
The operations and gain from the sale of Ziegler Thrift Trading, Inc.
("ZTT") on October 30, 1999, are separated from the operating segments'
financial results. Although not a separate segment and, therefore, not a
discontinued operation under generally accepted accounting principles, financial
results are separately identified in the operating segment information for
comparability purposes. WRR Environmental Services, Inc., which was the
hazardous waste management subsidiary of the Company, was sold on December 30,
1999, and is considered a discontinued operation and not a part of the operating
segment financial information presented.
BUSINESS FACTORS
The Company's operating results are sensitive to various economic factors.
During the last half of 1999 and throughout most of 2000, the general level of
interest rates increased. The increased rates had an adverse impact on
underwriting activities. Consequently, the issuance of bonds to refund bonds
already outstanding became uneconomical for many issuers. This was true in the
municipal as well as the religious institution and private school bond
underwriting markets during 1999 and 2000. This circumstance contributed to the
decrease in underwritings in 2000 and 1999 compared to 1998.
Despite the rise in interest rates, the returns in the equity markets in
the period from 1998 through the first quarter of 2000 caused investors to
strongly favor equity investment vehicles over fixed income investments. This
flow of funds into equity investment vehicles caused a higher level of
liquidations in tax-exempt mutual funds, which in turn reduced the ability of
those mutual funds to purchase new issue municipal securities. Subsequent
corrections and heightened volatility in the equity markets, especially in
technology stocks, has caused investors to reconsider their investment
alternatives.
The Company increased assets under management during the year in the
equity mutual fund portfolios that it manages. The increase was primarily in
the PSE Tech 100 Index Portfolio with the increases strongest in the first
quarter of the year. The increase in assets slowed in the last three quarters
of the year as the result of the volatility in the equity markets, especially
in technology stocks. Despite the excess of sales over redemptions during the
year, total assets under management decreased as the result of market value
decreases in the equity portfolios.
The rise in interest rates also increased the cost of financing inventory.
Since most of the Company's inventory is in the form of fixed rate debt
instruments, the cost of financing increases without a corresponding increase in
interest income when the inventory is not sold. Further, the inventory being
held may lose value as the result of general interest rate increases and may
have to be sold at or below cost. The Company marks inventory to market to
reflect these circumstances.
Results of Operations - 2000 Compared to 1999
- ---------------------------------------------
The following table summarizes the changes in revenues and income (loss)
before taxes of continuing operations of the Company.
Year Ended
December 31, Increase/
2000 1999 (Decrease)
---- ---- ----------
Revenues:
--------
Capital Markets $24,269 $30,380 $ (6,111)
Investment Services
Asset Management 8,913 7,073 1,840
Wealth Management 24,262 23,135 1,127
Portfolio Consulting 23,494 21,194 2,300
------- ------- --------
56,669 51,402 5,267
Corporate 2,870 4,073 (1,203)
------- ------- --------
$83,808 $85,855 $(2,047)
ZTT Disposition - 10,827 (10,827)
------- ------- --------
$83,808 $96,682 $(12,874)
------- ------- --------
------- ------- --------
Income (loss) before taxes:
--------------------------
Capital Markets $(1,458) $ 1,816 $ (3,274)
Investment Services
Asset Management 525 364 161
Wealth Management (1,422) (3,790) 2,368
Portfolio Consulting (2,553) (3,054) 501
------- ------- --------
(3,450) (6,480) 3,030
Corporate (2,869) 1,101 (3,970)
------- ------- --------
$(7,777) $(3,563) $ (4,214)
ZTT Disposition - 6,692 (6,692)
------- ------- --------
$(7,777) $ 3,129 $(10,906)
------- ------- --------
------- ------- --------
Customers and Raw Materials
None of the Company's businesses is subject to governmental renegotiation
of profits; none is dependent on a single customer or a few customers or
dependent on a single supplier of raw materials or a few suppliers of raw
materials. In no case are patents, trademarks, licenses or franchises
important other than securities, brokerage and investment advisory licenses
under federal and state laws and regulations of self regulatory organizations.
None of the businesses is seasonal, although commission income will fluctuate
depending upon the financial condition of the US securities markets. None of
the businesses engages in significant operations outside the United States.
Environmental Matters
Compliance with federal, state and local laws and regulations that have
been enacted or adopted relating to the protection of the environment has had no
material effect upon the capital expenditures, earnings and competitive position
of the Company and its financial services subsidiaries. In December 1999, the
Company sold its recycling and environmental services subsidiary, WRR
Environmental Services Co., Inc.
Employees
As of March 1, 2001, approximately 407 persons were employed full time and
52 persons were employed part time by the Company and its subsidiaries.
Executive Officers of the Company
Information regarding the executive officers of the Company as of March 1,
2001, which is not part of the Company's Proxy Statement for the 2001 Annual
Meeting is as follows:
Name Age Position
- ---- --- --------
John J. Mulherin 49 President and Chief Executive Officer
Gary P. Engle 49 Senior Vice President-Chief Financial
Officer and Chief Administrative Officer
Donald A. Carlson, Jr. 54 Senior Managing Director, B.C. Ziegler
and Company
S. Charles O'Meara 51 Senior Vice President, Secretary and
General Counsel
Jeffrey C. Vredenbregt 47 Vice President-Controller, Treasurer
The term of office of each officer is one year or until his successor is
elected and qualified. There is no arrangement or understanding between any
officer and any other person pursuant to which he was elected as an officer.
Mr. John J. Mulherin became President and CEO in February 2000. Prior to
February 2000, Mr. Mulherin was chief administrative officer at Villanova
Capital from June 1999 to February 2000, the asset management group of
Nationwide Insurance. Prior to Nationwide, Mr. Mulherin served as president of
National Financial Correspondent Services Company, Boston, a clearing subsidiary
of Fidelity Investments, and previous to that served as chief operating officer
of Fidelity Investments Institutional Services Company, a mutual fund
distribution and services organization.
Mr. Donald A. Carlson, Jr. is a Senior Managing Director of the Capital
Markets Group of B.C. Ziegler and Company, a subsidiary of the Company. Mr.
Carlson is a director of the Company.
Mr. Gary Engle began employment with the Company on April 20, 1999 and
serves as Senior Vice President and Chief Financial Officer of the Company. In
2000, he was appointed Chief Administrative Officer. Mr. Engle was previously
employed as Chief Financial Officer of Firstar Investment Research and
Management Company from 1996 to 1999 and was employed by Robert W. Baird & Co.,
Incorporated from 1978 to 1996.
Mr. S. Charles O'Meara began employment with the Company and BCZ as Senior
Vice President and General Counsel on January 15, 1993 and also serves as
Secretary of the Company.
Mr. Jeffrey C. Vredenbregt began employment with the Company on May 18,
1987 and serves as Vice President, Treasurer and Controller.
Statement Regarding Forward Looking Disclosure
Except for the historical information contained in this Annual Report on
Form 10-K, certain matters discussed herein, including (without limitation)
under Part I, Item 1, "Business -- Environmental Matters," Item 3, "Legal
Proceedings" and under Part II, Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," contain forward looking
statements that involve risks and uncertainties, including (without limitation)
the effect of economic and market conditions, such as demand for investment
advisory, banking and brokerage services in the markets served by the Company,
pricing of services, successful management of financial and legal risks which
necessarily accompany various segments of the Company's business, interest
rates, retention of key employees, profitable operations of the institutional
trading desks, and competition in the financial services industry. The forward
looking statements and statements based on the Company's beliefs contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" represent the Company's attempt to measure activity in, and to
analyze the many factors affecting, the markets for its products. There can be
no assurance that: (i) the Company has correctly measured or identified all of
the factors affecting these markets or the extent of their likely impact; (ii)
the publicly available information with respect to these factors on which the
Company's analysis is based is complete or accurate; or (iii) the Company's
analysis is correct.
ITEM 2. PROPERTIES.
----------
The Company, BCZ and ZAMI lease commercial office space at 250 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202-4209. BCZ owns an office building
located at 215 North Main Street in West Bend, Wisconsin 53095 which serves as
an office for the Company and all subsidiaries, except PMC (and its
subsidiaries). This three-story building has approximately 77,000 square feet
of space. BCZ also owns one other commercial building located in close
proximity to its principal office building.
BCZ occupies leased premises at One South Wacker Drive, Suite 3080,
Chicago, Illinois 60606; 55 Brendon Way, Suite 500, Indianapolis, Indiana
46077; 1185 Avenue of the Americas, 32nd Floor, New York, New York 10036; 111
Second Avenue, N.E., Suite 915, St. Petersburg, Florida 33701; 200 California
Street, Suite 400, San Francisco, California 94111-4341; and 8100 Professional
Place, Suite 312, Landover, Maryland 20785.
PMC occupies leased premises in Denver, Colorado.
All branch offices of BCZ are located in leased premises with varying lease
terms from one to five years.
ITEM 3. LEGAL PROCEEDINGS.
-----------------
The Company is involved in litigation from time to time as incidental to
its business. These legal matters are often in preliminary stages, involve
complex issues of law and fact and may proceed for protracted periods of time.
The amount of the eventual liability, if any, from these proceedings cannot be
determined with certainty; however, in the opinion of the Company's management,
based upon the information presently known, the ultimate liability of the
Company, if any, arising from the pending legal proceedings, as well as from
asserted legal claims and known potential legal claims which are probable of
assertion, taking into account established accruals for estimated liabilities,
should not be material to the financial position of the Company but could be
material to results of operations or cash flows for a particular quarter or
annual period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
No matters were submitted during the fourth quarter of the fiscal year 2000
to a vote of security holders.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
--------------------------------------------------------------
MATTERS.
-------
Page references to the Company's 2000 Annual Report in this Part II refer
to the hard copy print report, and not to pages on the SEC's electronic file
system, EDGAR.
The Company's Common Stock is traded under the symbol "ZCO" on the American
Stock Exchange. Information about the range of bid and asked quotations for the
Company's Common Stock on the American Stock Exchange for each quarter during
the Company's 2000 and 1999 fiscal years and information about the cash
dividends paid on the Company's Common Stock for each quarter during 2000 and
1999 may be found on page 36 of the Company's 2000 Annual Report to Shareholders
incorporated herein by reference. On March 14, 2001, the average of the bid and
ask price of the Company's Common Stock was $15.90. As of March 16, 2001, the
Company had approximately 310 record holders (including Cede/DTC) of its Common
Stock.
ITEM 6. SELECTED FINANCIAL DATA.
-----------------------
Information about the Company's operating revenue, net income (loss),
earnings (loss) per share of common stock, cash dividends per share declared,
total assets, long-term obligations, short-term notes payable, shareholders'
equity and book value per share for the fiscal years 1996 through 2000 may be
found on pages 33-34 of the Company's 2000 Annual Report to Shareholders
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS.
---------------------
Information about the Company's analysis of financial conditions and
results of operations for the fiscal years 2000, 1999 and 1998 may be found on
pages 25 through 34 of the Company's 2000 Annual Report to Shareholders
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
---------------------------------------------------------
The business activities of the Company and the potential for changes in
value of the Company's financial instruments owned is referred to as "market
risk." Market risk to the Company arises from changes in interest rates, credit
spreads and other relevant factors. Interest rate risk, one component of market
risk, arises from holding interest sensitive financial instruments such as
municipal, institutional, and corporate bonds. The Company manages its
exposure to interest rate risk by monitoring its securities inventory with
respect to its total capitalization and regulatory net capital requirements.
The Company's securities inventories are marked to market and, accordingly,
represent current value with no unrecorded gains or losses in value. While a
significant portion of the Company's securities inventories may have contractual
maturities in excess of several years, the inventories, on average, turn over
frequently during the year. Accordingly, the turnover of inventory mitigates
the exposure to market risk. The Company has used futures contracts to minimize
the effect of potential interest rate changes. The Company's accounting
policies for these agreements are described in Note 1 of the Company's Notes to
Consolidated Financial Statements and are incorporated herein. For additional
information on the Company's financial instruments, see also Notes 1 and 20 of
the Notes to the Consolidated Financial Statements.
The table below provides information about the Company's financial
instruments as of December 31, 2000 that are sensitive to changes in interest
rates, including interest rate forward agreements, securities inventory and debt
obligations. For securities inventory and debt obligations, the table presents
principal cash flows and related weighted average interest rates by expected
maturity dates. For interest rate forward agreements, the table presents
notional amounts and weighted average interest rates by expected (contractual)
maturity dates. Notional amounts are used to calculate the contractual payments
to be exchanged under the contracts. Fair value is derived in accordance with
the accounting policies described in Note 20 to the Notes to the Consolidated
Financial Statements. Trading accounts are shown in the caption "Securities
Inventory", "Securities purchased under agreements to resell" and "Securities
sold under agreements to repurchase" and non-trading accounts are shown in all
other captions.
Notional Fair
Amount Value
------ -----
FORWARD DEBT SERVICE AGREEMENT $5,005,000 $(72)
- ------------------------------
Index: Municipal Market Data Services AAA/Aaa Scale plus a forward spread
FORWARD INTEREST RATE AGREEMENT $5,005,000 $ (3)
- -------------------------------
Index: Municipal Market Data Services AAA/Aaa Scale plus a forward spread
(Hedge to above instrument)
For additional information, see Note 20 of the Notes to Consolidated
Financial Statements.
Expected Maturity Dates
(US dollars in thousands)
-------------------------------------------------------------
2001 2002 2003 2004 2005 Thereafter Total Fair Value
---- ---- ---- ---- ---- ---------- ----- ----------
ASSETS
- ------
SECURITIES INVENTORY - FIXED RATE
- ----------------------------------
Municipal bond issues $ 10 $ 10 $ 13 $ 3 $ 10 $22,086 $22,132 $20,122
Weighted average interest rate 6.88% 4.90% 7.83% 5.50% 6.93% 6.72%
Collateralized Mortgage - - - - - 5,464 5,464 710
obligations (1)
Weighted average interest rate 8.80%
Institutional Bonds 1 19 5 10 2 5,160 5,197 4,959
Weighted average interest rate 9.85% 6.50% 8.50% 7.43% 7.25% 9.10%
Other 10 - - - 5 228 243 241
Weighted average interest rate 7.33% 6.30% 7.12%
SECURITIES INVENTORY-VARIABLE RATE
- ----------------------------------
Municipal Variable rate - - - - - 17,645 17,645 17,645
demand notes
Weighted average interest rate 4.93%
NOTES RECEIVABLE 11,499 314 345 378 368 1,552 14,456 14,396
- ----------------
Weighted average interest rate 8.84% 9.25% 9.25% 9.25% 9.25% 9.09%
OTHER INVESTMENTS - - - - - 26,030 26,030 26,030
- -----------------
Weighted average interest rate 8.86%
LIABILITIES
- -----------
SHORT-TERM NOTES PAYABLE (2) 2,993 - - - - - 2,993 2,993
- --------------------------------
Weighted average interest rate 6.73%
SECURITIES SOLD UNDER AGREEMENT 22,374 - - - - - 22,374 22,374
- -------------------------------
TO REPURCHASE(2)
- --------------------
Weighted average interest rate 6.83%
NOTES PAYABLE 11,500 - - - - - 11,500 11,500
- -------------
Weighted average interest rate 8.25%
BONDS PAYABLE - FIXED RATE(1) - - - - - 3,302 3,302 3,106
- ---------------------------------
Weighted average interest rate 8.29%
(1) Assumes no prepayment
(2) The information shown above includes actual interest rates at December
31, 2000 and assumes no changes in interest rates in 2001 or
thereafter.
Equity Risk
In addition to interest rate risk, the Company faces market risk associated
with the fees it earns on portfolios it manages in the form of equity risk. BCZ
manages a portfolio of approximately $1.9 billion of separately managed and
mutual fund accounts. Additionally, BCZ's and PMC's accounts have approximately
$5.6 billion of assets under administration from which BCZ and PMC receive
periodic fees. Exposure exists to changes in equity values due to the fact that
fee income is primarily based on equity balances. While this exposure is
present, quantification remains difficult due to the number of other variables
affecting fee income. Interest rate changes can also have an effect on fee
income for the above stated reasons.
In addition to the above market risks, material limitations exist in
determining the overall net market risk exposure of the Company.
Computation of prospective effects of hypothetical interest rate changes are
based on many assumptions, including levels of market interest rates,
predicted prepayment speeds, and projected decay rates of assets under
management and retail customer account balances. Therefore, the above
outcomes should not be relied upon as indicative of actual results.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------------------------------------------
The Company's Consolidated Financial Statements containing consolidated
statements of financial condition for the years 2000 and 1999 may be found on
page 6 of the Company's 2000 Annual Report to Shareholders; consolidated
statements of operations for the years 2000, 1999 and 1998 may be found on page
7 of the Company's 2000 Annual Report to Shareholders, consolidated statements
of cash flows for the years 2000, 1999 and 1998 may be found on pages 9 and 10
of the Company's 2000 Annual Report to Shareholders; consolidated statements
of stockholders' equity for 2000, 1999 and 1998 may be found on page 8 of
the Company's 2000 Annual Report to Shareholders. The consolidated notes to
financial statements, together with the report of Arthur Andersen LLP, may
be found on pages 11 through 32 of the Company's 2000 Annual Report to
Shareholders. Such Consolidated Financial Statements and report of Arthur
Andersen LLP are incorporated herein by reference.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------
FINANCIAL DISCLOSURE.
--------------------
There have been no reportable events.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
-----------------------------------------------
Information about the Company's directors and those persons nominated
to become directors may be found on pages 3, 4, 5 and 6 of the Company's
March 26, 2001 Proxy Statement incorporated herein by reference.
Information regarding the executive officers, which is not a part of
the Company's Proxy Statement, is set forth in Part I above.
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
Information required under Item 11 about the compensation paid by the
Company to its Chief Executive Officer and other executive officers of the
Company may be found on pages 6, 7 and 8 of the Company's March 26, 2001
Proxy Statement incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------
Information concerning principal securities holders and securities
holdings of management may be found on pages 3 and 4 of the Company's March
26, 2001 Proxy Statement incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
There have been no transactions since the beginning of fiscal year
2000, or any currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to
be party in which the amount exceeds $60,000 and in which any director,
executive officer, any nominee for election as a director, any security
holder owning of record or beneficially more than 5% of the Common Stock of
the Company, or any member of the immediate family of any of the foregoing
persons had or will have a direct material interest.
Information in response to this Item is incorporated herein by
reference to the information under the captions "Executive Compensation" and
"Compensation of Directors."
PART IV
ITEM 14(A). EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
-------------------------------------------------------
FORM 8-K.
--------
1. Financial Statements
The following financial statements are incorporated herein by reference
in Part II at Item 8 above.
(i) Consolidated Statements of Financial Condition - December 31,
2000 and 1999.
(ii) Consolidated statements of operations - years ended
December 31, 2000, 1999 and 1998.
(iii) Consolidated statements of cash flows - years ended
December 31, 2000, 1999 and 1998.
(iv) Consolidated statements of stockholders' equity - years
ended December 31, 2000, 1999 and 1998.
(v) Notes to Consolidated Financial Statements.
(vi) Report of Independent Public Accountants.
2. Supplementary Data and Financial Statement Schedule
The following financial statement schedule in response to this Item
14(a) is submitted as a separate section of this report:
Report of Independent Public Accountants on
Supplemental Schedule.
Report of Independent Public Accountants on and Financial Statements of
Ziegler Mortgage Securities, Inc. II (Commission file number: 33-92454)
ITEM 14(B). REPORTS ON FORM 8-K
-------------------
None.
EXHIBITS
--------
See Exhibit Index.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE
- -----------------------------------------------------------------
To the Board of Directors and Shareholders of The Ziegler Companies, Inc.:
We have audited in accordance with auditing standards generally accepted in the
United States, the financial statements included in The Ziegler Companies, Inc.
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 14, 2001. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the index above is the responsibility of the Company's
management and are presented for the purposes of complying with the Securities
and Exchange Commission's rules and are not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 26, 2001
THE ZIEGLER COMPANIES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
COL. A COL. B COL. C COL. D COL. E
------ ------ ------ ------ ------
ADDITIONS
-------------------------
DESCRIPTION
Balance at Charged Charged to Balance at
December 31, to Other Accounts- Deductions- December 31,
1999 Expense (Note 1) (Note 2) 2000
---- ------- ------------ ------------ ----
Reserve for loan losses (Note 3) $2,605,596 $314,715 $(154,500) $(83,175) $2,682,636
---------- -------- --------- -------- ----------
---------- -------- --------- -------- ----------
Balance at Balance at
December 31, December 31,
1998 1999
---- ----
Reserve for loan losses (Note 3) $2,548,259 $300,446 $(179,000) $(64,109) $2,605,596
---------- -------- --------- -------- ----------
---------- -------- --------- -------- ----------
Balance at Balance at
December 31, December 31,
1997 1998
---- ----
Reserve for loan losses (Note 3) $2,838,507 $120,600 $(340,000) $(70,848) $2,548,259
---------- -------- --------- -------- ----------
---------- -------- --------- -------- ----------
1) The additions represent adjustments to prior charge-offs.
2) These deductions represent charge-offs for the purpose for which the
reserve was established.
3) The reserve is offset against the corresponding assets in the balance
sheet.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
THE ZIEGLER COMPANIES, INC.
March 23, 2001 By: /s/ John J. Mulherin
------------------------------------
John J. Mulherin
President and CEO and Director (Principal
Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
March 27, 2001 /s/ Donald A. Carlson
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Donald A. Carlson, Director
March 26, 2001 /s/ Gary P. Engle
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Gary P. Engle
Senior Vice President, Chief Financial
Officer and Chief Administrative Officer
(Principal Financial Officer)
March 26, 2001 /s/ John C. Frueh
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John C. Frueh, Director
March 24, 2001 /s/ Gerald J. Gagner
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Gerald J. Gagner, Director
March 27, 2001 /s/ John R. Green
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John R. Green, Director
March 23, 2001 /s/ Peter R. Kellogg
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Peter R. Kellogg, Director and Chairman
March 23, 2001 /s/ John J. Mulherin
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John J. Mulherin, President and Chief
Executive Officer and Director (Principal
Executive Officer)
March 26, 2001 /s/ Jeffrey C. Vredenbregt
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Jeffrey C. Vredenbregt
Vice President, Treasurer and Controller
(Principal Accounting Officer)
March 26, 2001 /s/ Frederick J. Wenzel
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Frederick J. Wenzel, Director
March 22, 2001 /s/ Bernard C. Ziegler III
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Bernard C. Ziegler III, Director
THE ZIEGLER COMPANIES, INC.
Exhibit Index to Report on Form 10-K
for the fiscal year ended December 31, 2000
Exhibit Incorporated by Filed
No. Description Reference Herewith
- ------- ----------- --------- --------
3.1 Articles of Incorporation Previously filed as Exhibit C
of the Company to the Company's Proxy
Statement dated March 8,
1993.
3.2 By-Laws of the Company Previously filed as Exhibit D
to the Company's Proxy
Statement dated March 8, 1993
as amended herein by Exhibit
3.1.
3.3 By-Laws of the Company, Filed with Form 10-K for year
as amended on February ended December 31, 1997.
18, 1997 (changing number
of directors from nine to
eight; see Article III,
Section 3.02 of the By-
Laws)
3.4 Amendment to Bylaws, Filed with Form 10-K for year
effective March 2000 ended December 31, 1999.
3.5 Amendment to Bylaws, X
effective January 30,
2001 (reduces number
of directors)
4.1 Indentures and Guaranty Incorporated herein by
Agreement reference under Exhibit 10
below.
10 Material Contracts
10.1 1993 Employees' Stock Incorporated by reference from
Incentive Plan the March 8, 1993 Proxy
Statement.
10.2 1998 Stock Incentive Plan Incorporated by reference from
the March 31, 1998 Proxy
Statement.
10.3 Statement Re Computation Incorporated from 2000 Annual
of Per Share Earnings. Report to Shareholders, filed
as Exhibit 13.1.
10.4 John Mulherin Employment X
Agreement and Offer
Letter
10.5 Gary Engle Employment X
Agreement
10.6 Letter Agreement with M&I X
Marshall & Ilsley Bank
dated September 14, 1999
with Promissory Note
13.1 2000 Annual Report to X
Shareholders.
21.1 List of Subsidiaries of X
the Company.
23.1 Consent of Independent X
Public Accountants.