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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark one)
[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 333-74817
MAIN PLACE FUNDING, LLC
(Exact name of registrant as specified in its charter)
Delaware 57-0236115
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Tryon Street, Charlotte, NC 28255
-------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 388-7436
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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. [ x ]
On March 30, 2001, there were no shares of common stock outstanding. As of March
30, 2001, members' interests consisted of ownership percentages of 99 percent
and 1 percent for Bank of America, N.A. and Main Place Trust, respectively.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) and
(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
Documents incorporated by reference: NONE
PART I
Item 1. BUSINESS
Main Place Funding, LLC (Main Place), a Delaware limited liability company, is a
subsidiary of Bank of America, N.A., which is a wholly owned indirect subsidiary
of Bank of America Corporation (the Corporation). On April 28, 1999, BankAmerica
Corporation changed its name to Bank of America Corporation. On July 5, 1999,
NationsBank, N.A. changed its name to Bank of America, N.A. On July 23, 1999,
Bank of America, N.A. merged into Bank of America NT&SA, and the surviving
entity of that merger changed its name to Bank of America, N.A. (the "Parent").
Main Place is the successor by merger of Main Place Real Estate Investment Trust
(MPREIT) with and into Main Place. MPREIT was established on October 29, 1996 as
a Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation. MPREIT was the successor by merger of Main Place
Funding Corporation (MPFC) with and into MPREIT on November 1, 1996. On October
15, 1998, Main Place Holdings Corporation, the former parent of MPREIT, merged
with and into Main Place, and on December 23, 1998, MPREIT merged with and into
Main Place, its parent company. These mergers were each accounted for in a
manner similar to a pooling of interests and, accordingly, the accompanying
financial statements include the results of operations and financial condition
of the combined entities since the beginning of the earliest period presented.
As a result of the December 23, 1998 merger, Bank of America, N.A. holds a 99
percent membership interest in Main Place. The other 1 percent membership
interest is held by Main Place Trust, a Delaware business trust. In connection
with the merger of MPREIT with and into Main Place, all outstanding MPREIT Class
A Trust Shares were cancelled. All outstanding MPREIT Class B Trust Shares were
converted into rights to receive cash. As a result of the December 23, 1998
merger, Main Place's ownership interests are presented in the accompanying
financial statements to reflect the equity structure of a single-member limited
liability company ("LLC"). Main Place issues and sells mortgage-backed bonds and
acquires, owns, holds and pledges the related mortgage notes and other assets
serving as collateral in connection therewith. In connection with the merger
with MPREIT, Main Place assumed MPREIT's obligations under the Series 1995-2 and
Series 1997-1 mortgage-backed bonds.
Item 2. PROPERTIES
Main Place does not own or lease any physical property.
Item 3. LEGAL PROCEEDINGS
Main Place has no legal actions or proceedings pending against it.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted in accordance with General Instruction I to Form 10-K.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
There is no common stock outstanding for Main Place. Main Place made no
distributions during 2000. During 1999, Main Place paid distributions of $12.0
billion.
Item 6. SELECTED FINANCIAL DATA
2
Omitted in accordance with General Instruction I to Form 10-K.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Total net income before cumulative effect of accounting changes was $569.5
million and $1,257.1 million for the years ended December 31, 2000 and 1999,
respectively. The decrease primarily resulted from decreases in interest income,
no gains on sales of securities, and the impact of income tax expense provision
made in 2000, partially offset by reduced funding costs associated with
repurchase agreements. After October 14, 1998, Main Place is classified as a
single-member limited liability company ("LLC") and, as such, is disregarded as
an entity separate from its owners for income tax purposes. Main Place has
become aware that the predominant practice for single-member LLCs is to provide
for income taxes in their separate financial statements, and has concluded that
is a more informative presentation than proforma disclosures. Income tax expense
was $341.7 million for the year ended December 31, 2000. Income tax expense for
the year ended December 31, 1999 on a pro-forma basis was $457.2.
Total income for the year ended December 31, 2000 was $1.3 billion, representing
a decrease of $483.7 million compared to 1999. The decrease includes a decline
in interest income from the securities portfolio of $251.5 million, resulting
from a reduction of $3.5 billion in the average balance of the securities
portfolio. The decrease in total income also includes declines in interest on
time deposits placed of $68.6 million, resulting from a reduction of $2.8
billion in the respective average balances, partially offset by a 148 basis
point increase in average yields to 6.40 percent. Interest and fees on loans
also declined $119.5 million due to a consistent reduction in the loan
portfolio. The remaining decrease in total income for the year ended December
31, 2000 is the result of a $44.1 million decrease in gains on sales of
available-for-sale securities.
Total expenses (excluding income taxes) for the year ended December 31, 2000
were $369.2 million, representing a decrease of $137.8 million compared to 1999.
The decrease includes a decline in interest expense on securities sold under
agreements to repurchase of $146.7 million, resulting from a reduction of $3.6
billion in average borrowings, partially offset by a 133 basis point increase in
average rates to 6.27 percent. The net change in total expenses also includes an
increase in interest expense on long-term debt of $7.6 million for the year
ended December 31, 2000. This increase results from a 108 basis point increase
in average rates to 6.69 percent, partially offset by the Series 1997-1 debt
retirement of $1.0 billion on March 25, 2000 and the Series 1995-2 debt
retirement of $1.5 billion on October 25, 2000.
Main Place made no provision for credit losses for the years ended December 31,
2000 and 1999 due to the decline in the average balance of the loan portfolio
throughout 1999 and 2000. Nonperforming loans decreased $19.8 million to $63.3
million at December 31, 2000 compared to December 31, 1999. Future economic
conditions and changes in the loan portfolio may increase nonperforming loans
and, accordingly, the level of the allowance for credit losses. The nature of
the process by which Main Place determines the appropriate allowance for credit
losses requires the exercise of considerable judgment. After review of all
relevant matters affecting loan collectibility, management believes that the
allowance for credit losses is appropriate given its analysis of probable
incurred credit losses at December 31, 2000.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and financial statement schedule required by this Item
are listed in the Index to Financial Statements.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting and
financial disclosures.
3
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted in accordance with General Instruction I to Form 10-K.
Item 11. EXECUTIVE COMPENSATION
Omitted in accordance with General Instruction I to Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Omitted in accordance with General Instruction I to Form 10-K.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted in accordance with General Instruction I to Form 10-K.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. The financial statements and financial statement schedule listed in
the Index to Financial Statements are filed as part of this report.
b. No reports on Form 8-K were filed during the quarter ended December
31, 2000.
c. The exhibits filed as part of this report are listed in the Index to
Exhibits.
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Main Place Funding, LLC
-----------------------
Date: March 30, 2001 /s/ Susan R. Faulkner
-----------------------
Susan R. Faulkner
Treasurer and Senior
Vice President/
Principal Financial and
Accounting Officer
(Principal Financial
and Duly Authorized
Officer)
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 and on the dates indicated.
Signature Title Date
/s/ Susan R. Faulkner Treasurer and Senior Vice March 30, 2001
- --------------------- President / Principal Financial
Susan R. Faulkner and Accounting Officer
(Principal Financial and
Duly Authorized Officer)
Bank of America, N.A.
By: /s/ John E. Mack Managing Member March 30, 2001
------------------
John E. Mack
Main Place Trust
By: /s/ John E. Mack Special Managing March 30, 2001
------------------ Member
John E. Mack
Business Trustee
5
MAIN PLACE FUNDING, LLC
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Accountants 7
Financial Statements:
Statement of Income for the Years Ended December 31, 2000, 1999 and 1998 8
Balance Sheet at December 31, 2000 and 1999 9
Statement of Cash Flows for the Years Ended December 31, 2000, 1999 and 10
1998
Statement of Changes in Members' and Shareholders' Equity for the Years 11
Ended December 31, 2000, 1999, and 1998
Notes to Financial Statements 12
Financial Statement Schedules:
Report of Independent Accountants on Financial Statement Schedule 22
Schedule IV - Mortgage Loans on Real Estate 23
6
Report of Independent Accountants
To the Members of Main Place Funding, LLC
In our opinion, the accompanying balance sheet and the related statements of
income, of changes in members' and shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Main Place
Funding, LLC (the "Company") at December 31, 2000 and 1999, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
As disclosed in Note 2 to the financial statements, the Company changed its
method of accounting for income taxes in 2000.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 27, 2001
7
Main Place Funding, LLC
Statement of Income
(Dollars in Thousands)
Year Ended December 31,
------------------------------------------------
2000 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
Income
Interest and fees on loans $797,965 $917,468 $1,110,868
Interest on securities 179,942 431,486 1,345,293
Interest on time deposits placed 302,487 371,059 785,030
Gains on sales of securities - 44,064 201,236
---------------- ------------- ---------------
Total income 1,280,394 1,764,077 3,442,427
------------------------------- ---------------
Expenses
Interest on securities sold under agreements to repurchase 143,125 289,842 862,302
Interest on long-term debt 198,853 191,274 197,245
Provision for credit losses - - 400
Other operating expenses 27,191 25,820 41,054
------------------------------- ---------------
Total expenses 369,169 506,936 1,101,001
------------------------------- ---------------
Income before income taxes and cumulative effect of accounting change 911,225 1,257,141 2,341,426
Income tax expense 341,732 - 562,622
------------------------------- ---------------
Net income before cumulative effect of accounting change 569,493 1,257,141 1,778,804
Cumulative effect of change in accounting for income taxes-benefit 6,926 - -
------------------------------- ---------------
Net income $576,419 $1,257,141 $1,778,804
=============================== ===============
See accompanying notes to financial statements.
8
Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
December 31,
2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 2,367,206 $ 901,145
Time deposits placed with affiliates 3,820,000 5,000,000
Securities:
Available-for-sale (includes $2,075,695 and $2,557,522 pledged as collateral) 2,473,106 2,858,278
Held-to-maturity, at cost (market value $10,141 and $45,406) 10,107 45,364
-------------------------------------
Total securities 2,483,213 2,903,642
-------------------------------------
Loans, net of unearned income 9,741,301 12,328,216
Allowance for credit losses (35,345) (35,988)
-------------------------------------
Loans, net of unearned income and allowance for credit losses 9,705,956 12,292,228
Interest receivable 77,491 80,083
Accounts receivable from affiliates 265,838 19,249
Other assets 15,778 14,514
-------------------------------------
Total assets $ 18,735,482 $ 21,210,861
=====================================
Liabilities
Accrued expenses $ - $ 3,818
Accrued expenses due to affiliate 458,484 578,249
Securities sold under agreements to repurchase from affiliates 2,075,695 2,557,522
Current portion of long-term debt - 2,500,000
Long-term debt 1,499,988 1,499,945
-------------------------------------
Total liabilities 4,034,167 7,139,534
-------------------------------------
Members' Equity
Contributed equity 13,395,436 13,395,436
Undistributed income 1,298,636 722,217
Accumulated other comprehensive income (loss) 7,243 (46,326)
-------------------------------------
Total members' equity 14,701,315 14,071,327
-------------------------------------
Total liabilities and members' equity $ 18,735,482 $ 21,210,861
=====================================
See accompanying notes to financial statements.
9
Main Place Funding, LLC
Statement of Cash Flows
(Dollars in Thousands)
Year Ended December 31,
-----------------------------------------------
2000 1999 1998
- -------------------------------------------------------------------------------------------------------------------------------
Operating Activities
Net income before cumulative effect of accounting change $ 569,493 $ 1,257,141 $ 1,778,804
Reconciliation of income before cumulative effect to net cash provided by
operating activities
Gains on sales of securities - (44,064) (201,236)
Provision for credit losses - - 400
Deferred income tax expense (benefit) 2,454 - (33,567)
Net decrease in interest receivable 2,592 47,453 105,666
Net (increase) decrease in accounts receivable from affiliates (246,589) 441,485 169,668
Net (decrease) increase in accrued expenses (3,818) 2,885 (165,207)
Net (decrease) increase in accrued expenses due to affiliates (119,765) (12,374) 476,887
Other operating activities, net 179 82,201 175,923
-----------------------------------------------
Net cash provided by operating activities 204,546 1,774,727 2,307,338
-----------------------------------------------
Investing Activities
Proceeds from maturities of securities held-to-maturity 35,256 156,226 277,030
Proceeds from sales and maturities of securities available-for-sale 555,373 5,779,228 16,701,252
Purchases of securities available-for-sale (112,378) (50,892) (1,337,677)
Net decrease in time deposits placed with affiliates 1,180,000 7,000,000 5,950,000
Purchases of loans - (2,923,376) (4,339,301)
Collections of loans outstanding 1,753,302 3,546,540 5,928,302
Proceeds from sales of loans to affiliates 831,789 - -
-----------------------------------------------
Net cash provided by investing activities 4,243,342 13,507,726 23,179,606
-----------------------------------------------
Financing Activities
Net decrease in securities sold under agreements
to repurchase (481,827) (6,101,296) (13,475,781)
Proceeds from issuance of long-term debt - 1,500,000 -
Retirement of long-term debt (2,500,000) - (1,499,797)
Redemption of Class B Trust Shares - - (1,100)
Distribution of capital to affiliates - (12,000,000) (10,000,088)
-----------------------------------------------
Net cash used in financing activities (2,981,827) (16,601,296) (24,976,766)
-----------------------------------------------
Net increase (decrease) in cash and cash equivalents 1,466,061 (1,318,843) 510,178
Cash and cash equivalents at beginning of period 901,145 2,219,988 1,709,810
-----------------------------------------------
Cash and cash equivalents at end of period $ 2,367,206 $ 901,145 $ 2,219,988
===============================================
Supplemental cash flow disclosure
Cash paid for interest $ 346,182 $ 488,304 $ 1,132,793
Cash paid to the Parent for income taxes 571,890 - 33,792
Available-for-sale securities contributed from affiliate $ - $ - $ 75,182
Distribution of loans to members - 120,060 -
Loans securitized and retained in the securities portfolio - - 1,903,041
See accompanying notes to financial statements.
10
Main Place Funding, LLC
Statement of Changes in Members' and Shareholders' Equity
(Dollars in Thousands)
Class A Class B Additional Retained
Trust Trust Paid-In Earnings Contributed
Shares Shares Capital (Deficit) Equity
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997 $ 100 $ 1,100 $ 32,321,896 $ 806,236 $ -
Net income 1,778,804
Other comprehensive income, net of tax
Comprehensive income
Net assets contributed by
Bank of America, N.A. 75,182
Distribution (1,100) (7,415,048) (2,585,040)
Other (1,558)
--------------------------------------------------------------------
Balance prior to conversion
to limited liability company 100 - 24,980,472 - -
Conversion to limited liability company (100) (24,980,472) 24,980,572
--------------------------------------------------------------------
Balance on December 31, 1998 - - - - 24,980,572
====================================================================
Net income - - - - -
Other comprehensive loss, net of tax -
Comprehensive income
Distribution (11,585,136)
--------------------------------------------------------------------
Balance on December 31, 1999 - - - - 13,395,436
====================================================================
Net income before cumulative effect of accounting change - - - - -
Cumulative effect of change in accounting for income taxes -
Other comprehensive income, net of tax
-
Comprehensive income
--------------------------------------------------------------------
Balance on December 31, 2000 $ - $ - $ - $ - $ 13,395,436
====================================================================
Accumulated
Other Total Members' Compre-
Undistributed Comprehensive and Shareholders' hensive
Income Income (Loss)(1) Equity Income (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997 $ - $ 167,207 $ 33,296,539 -
Net income - 1,778,804 1,778,804
Other comprehensive income, net of tax 52,874 52,874 52,874
--------------
Comprehensive income 1,831,678
==============
Net assets contributed by
Bank of America, N.A. - 75,182
Distribution - (10,001,188)
Other - (1,558)
--------------------------------------------------
Balance prior to conversion
to limited liability company - 220,081 25,200,653
Conversion to limited liability company - - -
--------------------------------------------------
Balance on December 31, 1998 - 220,081 25,200,653
==================================================
Net income 1,257,141 - 1,257,141 1,257,141
Other comprehensive loss, net of tax - (266,407) (266,407) (266,407)
--------------
Comprehensive income 990,734
==============
Distribution (534,924) - (12,120,060)
--------------------------------------------------
Balance on December 31, 1999 722,217 (46,326) 14,071,327
==================================================
Net income before cumulative effect of accounting change 569,493 - 569,493 569,493
Cumulative effect of change in accounting for income taxe 6,926 - 6,926 6,926
Other comprehensive income, net of tax - 53,569 53,569 53,569
--------------
Comprehensive income 629,988
-------------------------------------------------- ==============
Balance on December 31, 2000 $ 1,298,636 $ 7,243 $ 14,701,315
==================================================
(1) Changes in Accumulated Other Comprehensive Income (loss) includes after-tax
net unrealized gains (losses) on securities available for sale.
See accompanying notes to financial statements.
11
Main Place Funding, LLC
Notes to Financial Statements
Note 1 - Description of Business
Main Place Funding, LLC (Main Place), a Delaware limited liability company, is a
subsidiary of Bank of America, N.A., which is a wholly owned indirect subsidiary
of Bank of America Corporation (the Corporation). On April 28, 1999, BankAmerica
Corporation changed its name to Bank of America Corporation. On July 5, 1999,
NationsBank, N.A. changed its name to Bank of America, N.A. On July 23, 1999,
Bank of America, N.A. merged into Bank of America NT&SA, and the surviving
entity of that merger changed its name to Bank of America, N.A. (the "Parent").
Main Place is the successor by merger of Main Place Real Estate Investment Trust
(MPREIT) with and into Main Place. MPREIT was established on October 29, 1996 as
a Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation. MPREIT was the successor by merger of Main Place
Funding Corporation (MPFC) with and into MPREIT on November 1, 1996. On October
15, 1998, Main Place Holdings Corporation, the former parent of MPREIT, merged
with and into Main Place, and on December 23, 1998, MPREIT merged with and into
Main Place, its parent company. These mergers were each accounted for in a
manner similar to a pooling of interests and, accordingly, the accompanying
financial statements include the results of operations and financial condition
of the combined entities since the beginning of the earliest period presented.
As a result of the December 23, 1998 merger, Bank of America, N.A. holds a 99
percent membership interest in Main Place. The other 1 percent membership
interest is held by Main Place Trust, a Delaware business trust. In connection
with the merger of MPREIT with and into Main Place, all outstanding MPREIT Class
A Trust Shares were cancelled. All outstanding MPREIT Class B Trust Shares were
converted into rights to receive cash. As a result of the December 23, 1998
merger, Main Place's ownership interests are presented in the accompanying
financial statements to reflect the equity structure of a limited liability
company. As the surviving entity, Main Place issues and sells mortgage-backed
bonds and acquires, owns, holds and pledges the related mortgage notes and other
assets serving as collateral in connection therewith. In connection with the
merger with MPREIT, Main Place assumed MPREIT's obligations under the Series
1995-2 and Series 1997-1 mortgage-backed bonds.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of the financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect reported amounts and disclosures. Actual results could
differ from these estimates. Significant estimates made by management are
discussed in these footnotes as applicable. Certain prior period amounts may
have been reclassified to conform to current period classifications.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash items in the process of
collection and amounts due from affiliated banks.
Securities
Securities are classified based on management's intention on the date of
purchase. Securities which management has the intent and ability to hold to
maturity are classified as held-to-maturity and reported at amortized cost. All
other securities are classified as available-for-sale and carried at fair value
with net unrealized gains and losses included in accumulated other comprehensive
income on an after tax basis.
12
Interest and dividends on securities, including amortization of premiums and
accretion of discounts, are included in interest income. Realized gains and
losses from the sales of securities are determined using the specific
identification method.
Loans
Loans are reported at their outstanding principal balances net of any unearned
income, charge-offs, unamortized deferred fees and costs on originated loans and
premiums or discounts on purchased loans. Unearned income, discounts and
premiums are amortized to income using methods that approximate the interest
method.
Nonperforming Loans
Real estate secured consumer loans are classified as nonperforming at 90 days
past due. The amount deemed to be uncollectible on real estate secured loans is
charged off upon determination. Interest accrued but not collected is generally
written off along with the principal.
Commercial real estate loans that are past due 90 days or more as to principal
and interest, or where reasonable doubt exists as to timely collection,
including loans that are individually identified as impaired, are classified as
nonperforming loans unless well secured and in the process of collection.
Interest accrued but not collected is reversed when a commercial real estate
loan is classified as nonperforming. Interest collections on nonperforming
commercial real estate loans for which the ultimate collectibility of principal
is uncertain are applied as principal reductions. Otherwise, such collections
are credited to income when received.
Allowance for Credit Losses
The allowance for credit losses is available to absorb management's estimate of
probable incurred credit losses in the loan portfolio. Additions to the
allowance for credit losses are made by charges to the provision for credit
losses. Credit exposures deemed to be uncollectible are charged against the
allowance for credit losses. Recoveries of previously charged off amounts are
credited to the allowance for credit losses.
Main Place performs periodic and systematic detailed reviews of its loan
portfolios to identify risks inherent in and to assess the overall
collectibility of the portfolios. The allowance on certain homogeneous loan
portfolios, which generally consist of consumer loans, is based on aggregated
portfolio segment evaluations generally by loan type. Loss forecast models are
utilized for these segments which consider a variety of factors including, but
not limited to, anticipated defaults or foreclosures based on portfolio trends,
delinquencies and credit scores, and expected loss factors by loan type. Main
Place has procedures in place to monitor differences between estimated and
actual incurred credit losses, which include detailed periodic assessments by
senior management of both individual loans and credit portfolios and the models
used to estimate incurred credit losses in those portfolios.
Foreclosed Properties
Loans are reclassified to foreclosed properties upon actual foreclosure or when
physical possession of the collateral is taken regardless of whether foreclosure
proceedings have taken place. Foreclosed properties are carried at the lower of
the recorded amount of the loan for which the foreclosed property previously
served as collateral or the fair value of the property less estimated costs to
sell. Prior to foreclosure, the loan is written down, if necessary, by charging
the allowance for credit losses.
Subsequent to foreclosure, gains or losses on the sale of and losses on the
periodic revaluation of foreclosed properties are credited or charged to
expense. Net costs of maintaining and operating foreclosed properties are
expensed as incurred.
13
Securities Sold Under Agreements To Repurchase
Securities sold under agreements to repurchase are with affiliates and are
treated as collateralized financing transactions and are recorded at the amounts
which the securities were sold. (see Note 5 - Affiliate Transactions)
Income Taxes
Prior to the merger of Main Place Holdings Corporation into Main Place on
October 15, 1998, the operating results of Main Place Holdings Corporation were
included in the consolidated federal income tax return of the Corporation. The
method of allocating federal income tax expense was determined under a tax
allocation agreement with the Corporation. This agreement specified that income
tax expense be computed for all subsidiaries on a separate company method,
taking into account tax planning strategies and the tax position of the
consolidated group.
After October 14, 1998, Main Place is classified as a single-member LLC and, as
such, is disregarded as an entity separate from its owners for income tax
purposes. Main Place has become aware that the predominant practice for
single-member LLCs is to provide for income taxes in their separate financial
statements, and has concluded that is a more informative presentation than
pro-forma disclosures. Accordingly, effective January 1, 2000, Main Place
recognized through a cumulative effect adjustment, deferred tax assets and
liabilities determined in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", and the accompanying financial
statements include an income tax provision for the year ended December 31, 2000
(see Note 7).
There are two components of income tax expense: current and deferred. Current
income tax expense approximates taxes to be paid or refunded for the applicable
period. Balance sheet amounts of deferred taxes are recognized on the temporary
differences between the basis of assets and liabilities as measured by tax laws
and their basis as reported in the financial statements. Deferred tax expense or
benefit is then recognized for the change in deferred tax liabilities or assets
between periods.
Recognition of deferred tax assets is based on management's belief that it is
more likely than not that the tax benefit associated with certain temporary
differences will be recognized. A valuation allowance is recorded for those
deferred tax items for which it is more likely than not that realization will
not occur.
Recently Issued Accounting Pronouncement
In 2000, the FASB issued Statement of Financial Accounting Standards No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
for Liabilities - a replacement of FASB Statement No. 125" (SFAS 140). SFAS 140
is effective for transfers occuring after March 31, 2001 and for disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. The December 31, 2000 consolidated financial statements
include the disclosures required by SFAS 140. Main Place is currently evaluating
the impact of SFAS 140; however, at this time, Main Place does not expect SFAS
140 to have a material impact on its results of operations or financial
condition.
14
Note 3 - Securities
The amortized cost and market values of held-to-maturity securities at December
31 were (dollars in thousands):
2000
---------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
Mortgage-backed
securities $ 10,107 $ 34 $ - $ 10,141
========= ========== ========== =========
1999
---------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
Mortgage-backed
securities $ 45,364 $ 54 $ (12) $ 45,406
========= ========== ========== =========
The amortized cost and market values of available-for-sale securities at
December 31 were (dollars in thousands):
2000
---------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
Mortgage-backed
securities $2,461,610 $ 16,283 $ (4,787) $2,473,106
========== ========== ========== ==========
1999
---------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
Mortgage-backed
securities $2,904,604 $ 3,423 $ (49,749) $2,858,278
========== ========== ========== ==========
No gains or losses on sales of securities were recognized during 2000. Gross
gains of approximately $44.1 million were realized on sales of
available-for-sale securities during 1999.
The expected maturities of held-to-maturity and available-for-sale securities at
December 31, 2000, are summarized in the following tables (dollars in
thousands). Actual maturities may differ from contractual maturities or
maturities shown below since borrowers may have the right to prepay obligations
with or without prepayment penalties.
15
Held-to-Maturity Securities
---------------------------
Net
Amortized Market Unrealized
Cost Value Gains
--------- -------- ----------
Due in one year or less $ - $ - $ -
Due after one year through five years 954 958 4
Due after five years through ten years 6,307 6,334 27
Due after ten years 2,846 2,849 3
--------- -------- ----------
$ 10,107 $10,141 $ 34
========= ======== ==========
Available-for-Sale Securities
-----------------------------
Net
Amortized Market Unrealized
Cost Value Gains
------------ ----------- ---------
Due in one year or less $ 88,768 $ 89,237 $ 469
Due after one year through five years 109,803 111,359 1,556
Due after five years through ten years 77,326 77,849 523
Due after ten years 2,185,713 2,194,661 8,948
------------ ----------- ---------
$ 2,461,610 $2,473,106 $ 11,496
============ =========== =========
During 2000, 1999 and 1998, the valuation allowance (net of tax) for
available-for-sale securities increased (decreased) accumulated other
comprehensive income by $53.6 million, ($266.4 million), and $52.9 million,
respectively.
Note 4 - Loans
The following table presents the composition of loans at December 31 (dollars in
thousands):
2000 1999
-------------------------------------------------------------------------
Residential mortgage $9,737,355 $12,304,562
Other consumer loans - 13,706
Commercial real estate 3,946 9,948
----------- -----------
Total loans, net of unearned income $9,741,301 $12,328,216
=========== ===========
16
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following at December 31 (dollars in thousands):
2000 1999
---------------------------------------------------------------------
Adjustable-rate .................. $1,760,555 $5,086,850
Fixed-rate ....................... 457,479 1,551,596
------------- ------------
Total mortgage loans .......... $2,218,034 $6,638,446
------------- ------------
Transactions in the allowance for credit losses for the years ended December 31
were as follows (dollars in thousands):
2000 1999 1998
--------------------------------------------------------------------------
Balance, January 1 .................. $ 35,988 $ 37,599 $ 41,412
Net loans charged off ............... (643) (1,611) (4,213)
Provision for credit losses ......... - - 400
----------- ------------- ----------
Balance, December 31 ................ $ 35,345 $ 35,988 $ 37,599
=========== ============= ==========
Main Place had $63.3 million of nonperforming loans at December 31, 2000 and
$83.1 million at December 31, 1999. Foreclosed properties at December 31, 2000,
were $6.6 million compared to $6.1 million at December 31, 1999.
Note 5 - Affiliate Transactions
Main Place maintains its cash and cash equivalent accounts with the Parent. Main
Place had $3.8 billion and $5.0 billion of time deposits placed with the Parent
for the years ended December 31, 2000 and 1999, respectively. Interest income on
time deposits placed with the Parent for the years ended December 31, 2000, 1999
and 1998 was $302.5 million, $371.1 million and $785.0 million, respectively.
At December 31, 2000 and 1999, Main Place had $265.8 million and $19.2 million,
respectively, of accounts receivable from affiliates. These receivables are
related to sales of loans to the Parent, mortgage payments and securities
principal and interest payments in process of collection, which generally clear
within 30 days.
At December 31, 2000 and 1999, Main Place had $2.1 billion and $2.6 billion,
respectively, of U.S. government securities sold under agreements to repurchase
from the Parent and Banc of America Securities LLC, a wholly-owned subsidiary of
the Corporation, which mature on demand. Interest expense on these securities
for the years ended December 31, 2000, 1999 and 1998 was $143.1 million, $289.8
million and $862.3 million, respectively. At December 31, 2000, both the
carrying amount and the market value of the underlying securities sold under
these repurchase agreements were $2.1 billion. At December 31, 2000, the
interest rate on the $2.1 billion repurchase liability was 6.27%.
Main Place has entered into agreements with the Parent for the servicing and
administration of its mortgage loan portfolio. Servicing fees paid to the Parent
approximated $25.4 million, $23.3 million and $34.9 million for the years ended
December 31, 2000, 1999 and 1998, respectively, and are included in "Other
operating expenses" on the accompanying statement of income.
From time to time, Main Place purchases certain mortgage loans originated by the
Parent. Main Place purchased no loans from the Parent during 2000. Main Place
purchased $2.9 billion and $3.9 billion of loans from the Parent for the years
ended December 31, 1999 and 1998, respectively. Purchases or sales of loans
between Main Place and the Parent are at book value which approximates fair
value.
17
Accrued expenses due to affiliate as of December 31, 2000 and 1999 were $458.5
million and $578.2 million, respectively, composed primarily of income tax
payable to the Parent of $338.9 million and $571.9 million, respectively.
During the year ended December 31, 2000, Main Place sold $831.8 million of
mortgage loans to the Parent. During 1999, Main Place distributed $120.0 million
of loans to the Parent. No gains or losses were recorded on these transactions.
During the year ended December 31, 2000, Main Place purchased $112.4 million
of securities from the Parent. There were no securities purchased from the
Parent during the year ended December 31, 1999.
Note 6 - Long-Term Debt
In April 1999, the Securities and Exchange Commission declared effective Main
Place's shelf registration statement (Registration Statement) providing an
additional $5 billion of capacity for issuance of mortgage-backed bonds (Bonds).
Bonds have been issued under this as well as previously effective registration
statements. The Bonds, which were issued in series pursuant to separate
indentures, are generally subject to the following terms. The Bonds,
collateralized primarily by mortgage loans on 1-to-4 family dwellings, are
obligations solely of Main Place. The Bonds are not prepayable at the option of
Main Place, but are subject to redemption in whole or in part under certain
circumstances. Under the terms of an indenture relating to each series of Bonds,
Main Place must maintain a minimum amount of eligible collateral, which is
determined on a discounted basis and may consist of mortgage loans, certain U.S.
agency mortgage pass-through certificates, U.S. government securities and cash
held by a trustee (the Trustee). The types, characteristics and permitted
amounts of eligible collateral are subject to change from time to time without
the consent of the bondholders if such changes would not adversely affect the
ratings assigned to the Bonds. In the event such collateral requirements are not
met with respect to any series, Main Place must provide additional or substitute
mortgage loans or other acceptable collateral with respect to such series to
meet the required amounts of eligible collateral and/or repurchase Bonds in an
amount sufficient to meet collateral requirements. If sufficient eligible
collateral is not supplied and/or sufficient Bonds are not repurchased, Main
Place must redeem a portion of the outstanding Bonds of such series such that
the existing amount of the eligible collateral meets the collateral requirements
of the indenture relating to the Bonds of such series that remain outstanding
after the redemption. In the event Main Place should fail to comply and two
thirds of bondholders not waive the default event, the Trustee is provided
certain remedies on behalf of the bondholders which may include liquidation of
the pledged collateral. As of December 31, 2000, Main Place had the authority to
issue approximately $3.5 billion of securities under its existing shelf
registration statement.
The following table displays the primary terms of Main Place's 1999-1
mortgage-backed bonds at December 31, 2000 (dollars in thousands):
Series
1999-1
(Issued
May 1999)
---------------------------------------------------------------------------
Amount issued................................................. $1,500,000
Reference rate ............................................... 3-mo. LIBOR
+12 bps
Period-end interest rate...................................... 6.870%
Maturity...................................................... 2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
Collateral - book value.................................. $2,260,664
Collateral - discounted value............................ $1,773,027
Collateral - approximate amount exceeding
minimum indenture requirements...................... $190,527
18
On March 25, 2000, Main Place repaid its obligations of $1.0 billion on the
Series 1997-1 mortgage-backed bonds. On October 25, 2000, Main Place repaid its
obligations of $1.5 billion on the Series 1995-2 mortgage-backed bonds.
Interest expense on the Series 1999-1, 1997-1 and 1995-2 mortgage-backed bonds
for the year ended December 31, 2000 was $198.9 million compared to $191.3
million and $197.2 million on the Series 1999-1, 1997-1, 1995-2 and 1995-1 bonds
for the years ended December 31, 1999 and 1998, respectively.
Note 7 - Income Taxes
Due to Main Place's status as discussed in Note 2, current and deferred income
tax expense is presented below on an actual and pro-forma basis for 2000, 1999,
and 1998. The components of actual and pro-forma income tax expense for the
years ended December 31, 2000, 1999, and 1998 and income tax as provided for the
period ended October 14, 1998, were as follows (dollars in thousands):
Actual Pro-Forma Actual
------------ --------------------------- -------------
2000 1999 1998 1998
- -------------------------------------------------------------------------------------------------- -------------
Current - expense
Federal $316,642 $439,035 $738,910 $574,968
State 22,636 31,244 31,268 21,221
------------ ------------- ------------- -------------
339,278 470,279 770,178 596,189
------------ ------------- ------------- -------------
Deferred - (benefit)/expense
Federal 2,393 (12,628) (32,219) (32,475)
State 61 (492) (1,082) (1,092)
------------ ------------- ------------- -------------
2,454 (13,120) (33,301) (33,567)
------------ ------------- ------------- -------------
Total income tax expense $341,732 $457,159 $736,877 $562,622
============ ============= ============= =============
A reconciliation of the expected federal income tax expense, based on the
federal statutory rate of 35 percent for 2000, 1999 and 1998, to the actual and
pro-forma income tax expense for the years ended December 31, 2000, 1999 and
1998, is as follows (dollars in thousands):
Actual Pro-Forma Actual
------------ --------------------------- -------------
2000 1999 1998 1998
- -------------------------------------------------------------------------------------------------- -------------
Expected federal tax expense $318,929 $439,999 $819,499 $819,499
Increase (decrease) in taxes resulting from
Reorganization of subsidiary - - (100,000) (263,481)
State tax expense, net of federal benefit 14,774 19,816 19,242 12,702
Other 8,029 (2,656) (1,864) (6,098)
------------ ------------- ------------- -------------
Total income tax expense $341,732 $457,159 $736,877 $562,622
============ ============= ============= =============
Significant components of Main Place's actual and pro-forma deferred tax assets
and (liabilities) on December 31, are as follows (dollars in thousands):
19
Actual Pro-Forma
------------ -------------
2000 1999
- -------------------------------------------------------------------------------
Deferred tax liabilities
Securities available for sale $(4,024) $ -
Discount Accretion (2,102) (2,735)
Other, net (6,371) (6,338)
------------ -------------
Gross deferred tax liabilities (12,497) (9,073)
------------ -------------
Deferred tax assets
Allowance for credit losses 12,945 13,180
Securities available for sale - 16,214
Discount accretion - -
Other, net - 2,819
------------ -------------
Gross deferred tax assets 12,945 32,213
------------ -------------
Net deferred tax assets/(liabilities) $ 448 $ 23,140
============ =============
Income taxes previously unremitted to the Parent of $331.3 million and $571.9
million are included in the accompanying balance sheet as of December 31, 2000
and 1999, respectively.
Note 8 - Fair Values of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments," requires the disclosure of the estimated fair
values of financial instruments. The fair value of an instrument is the amount
at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale. Quoted market
prices, if available, are utilized as estimates of the fair values of financial
instruments. Fair values of items for which no quoted market prices exist have
been derived based on management's assumptions, the estimated amount and timing
of future cash flows and estimated discount rates. The estimation methods for
individual classifications of financial instruments are more fully described
below. Different assumptions could significantly affect these estimates.
Accordingly, the net realizable values could be materially different from the
estimates presented below. In addition, the estimates are only indicative of
individual instruments' values and should not be considered an indication of the
fair value of Main Place.
Short-Term Financial Instruments
The carrying value of short-term financial instruments, including cash and cash
equivalents, repurchase agreements, accounts receivable from affiliates,
interest receivable and time deposits placed with affiliates, approximates the
fair value. These financial instruments generally expose Main Place to limited
credit risk, have no stated maturities or have maturities of less than 30 days
and carry interest rates, which approximate market.
Loans
Fair values were estimated for the loans based on type of loan, credit quality
and maturity. The fair value of loans was determined by discounting estimated
cash flows using interest rates approximating the December 31 origination rates
of the Corporation and its affiliates for similar loans. Contractual cash flows
for residential mortgage loans were adjusted for estimated prepayments using
published industry data. Where credit deterioration
20
has occurred, cash flows for fixed- and variable-rate loans have been reduced to
incorporate estimated losses. Where quoted market prices were available, such
market prices were utilized as estimates of fair value.
Long-Term Debt
The Series 1995-2, 1997-1 and 1999-1 mortgage-backed bonds are variable rate
instruments and the fair value approximated book value at December 31, 2000 and
1999.
Held-to-Maturity and Available-for-Sale Securities
The carrying value of held-to-maturity and available-for-sale securities
approximates the fair value. (see Note 3)
The book and fair values of financial instruments for which book and fair value
differed on December 31 were (dollars in thousands):
2000 1999
----------------------------------------------------------------------
Book Fair Book Fair
Value Value Value Value
- -----------------------------------------------------------------------------------------------------------
Financial assets
Loans, net of unearned income.. $ 9,741,301 $ 9,779,541 $ 12,328,216 $ 12,291,041
21
Report of Independent Accountants on
Financial Statement Schedule
To the Members of Main Place Funding, LLC
Our audits of the financial statements referred to in our report dated March 27,
2001 also included an audit of the financial statement schedule listed in Item
14(a) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related financial statements.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 27, 2001
22
Main Place Funding, LLC
Schedule IV - Mortgage Loans on Real Estate
December 31, 2000 (Dollars in Thousands)
- ---------------------------------------------------------------------------------------------------------------------------------
Principal Amount
Final Carrying of Loans Subject
Interest Maturity Periodic Amount of to Delinquent
Description Rate Date Payment Terms Mortgage Loans Principal/Interest
- ---------------------------------------------------------------------------------------------------------------------------------
Conventional loans original balance
$0 to $50....................6.00% to 10.00% Varies Int and prin monthly $ 240,931 $ 22,918
Number of Loans 11,869 1,050
$50 to $100..................6.00% to 10.00% Varies Int and prin monthly 527,008 41,741
Number of Loans 9,874 733
$100 to $150.................6.00% to 10.00% Varies Int and prin monthly 371,662 20,696
Number of Loans 3,707 201
$150 to $200.................6.00% to 10.00% Varies Int and prin monthly 268,795 12,016
Number of Loans 1,849 80
Greater than $200............6.00% to 10.00% Varies Int and prin monthly 1,002,305 18,822
Number of Loans 5,067 93
Government loans original balance
$0 to $50....................6.00% to 10.00% Varies Int and prin monthly 12,809 2,366
Number of Loans 340 62
$50 to $100..................6.00% to 10.00% Varies Int and prin monthly 108,441 13,242
Number of Loans 1,589 193
$100 to $150.................6.00% to 10.00% Varies Int and prin monthly 48,141 2,645
Number of Loans 442 25
$150 to $200.................6.00% to 10.00% Varies Int and prin monthly 8,404 864
Number of Loans 57 6
Greater than $200............7.01% to 9.50% Varies Int and prin monthly 333 -
Number of Loans 1 -
Jumbo loans original balance
Greater than $200............6.00% to 10.00% Varies Int and prin monthly 6,646,337 72,239
Number of Loans 19,347 220
Loans serviced by others......... 6.46% to 10.18% Varies Int and prin monthly 506,135 -
Number of Loans 5 -
- ---------------------------------------------------------------------------------------------------------------------------------
Total mortgage loans on
real estate ................................................................................. $ 9,741,301 $ 207,549
=================================================================================================================================
Total number of mortgage loans on
real estate ................................................................................. 54,147 2,663
=================================================================================================================================
23
Main Place Funding, LLC
Form 10-K
Index to Exhibits
Exhibit No. Description
2(a) Agreement of Merger merging Main Place
Holdings Corporation into Main Place Holdings,
LLC, dated as of October 15, 1998. (1)
2(b) Agreement and Plan of Merger between Main
Place Real Estate Investment Trust and Main
Place Funding, LLC, dated as of December 22,
1998. (1)
3(a) Limited Liability Company Agreement of Main
Place Holdings, LLC, dated as of October 15,
1998. (1)
3(b) Amended and Restated Limited Liability Company
Agreement of Main Place Funding, LLC, dated as
of December 14, 1998. (1)
4(a) Indenture of Trust dated as of October 31,
1995, between Main Place Funding Corporation
and First Trust National Association, pursuant
to which Main Place Funding Corporation issued
Mortgage-Backed Bonds, Series 1995-2.
(incorporated by reference from the Form 8-K
previously filed on October 31, 1995)
4(b) First Supplemental Indenture of Trust dated as
of November 1, 1996 to Indenture of Trust
dated as of October 31, 1995 between Main
Place Funding Corporation and First Trust
National Association, as Trustee.
(incorporated by reference from the Form 10-Q
previously filed on November 14, 1996)
4(c) Indenture of Trust dated as of March 18, 1997,
between Main Place Funding Corporation and
First Trust National Association, as Trustee.
(incorporated by reference from the Form 10-Q
previously filed on May 13, 1997)
4(d) Second Supplemental Indenture of Trust, dated
as of December 23, 1998, between Main Place
Funding, LLC and U.S. Bank Trust National
Association, as Trustee, in connection with
the Indenture of Trust dated as of October 31,
1995. (1)
4(e) First Supplemental Indenture of Trust, dated
as of December 23, 1998, between Main Place
Funding, LLC and U.S. Bank Trust National
Association, as Trustee, in connection with
the Indenture of Trust dated as of March 18,
1997. (1)
4(f) Indenture of Trust dated as of May, 25, 1999,
between Main Place Funding, LLC and U.S. Bank
National Association, as Trustee.
(incorporated by reference from the Form 8-K
filed on May 25, 1999)
4(g) Assignment and Assumption Agreement between
NationsBank, N.A. and Main Place Trust,
dated as of December 14, 1998. (1)
4(h) Trust Agreement of Main Place Trust, dated as
of December 14, 1998. (1)
10(a) Servicing Agreement dated as of July 18, 1995,
between Main Place Funding Corporation and
NationsBanc Mortgage Corporation.
(incorporated by reference from the Current
Report on Form 8-K previously filed on July
18, 1995)
24
10(b) Servicing Agreement dated as of October 31,
1995, between Main Place Funding Corporation
and NationsBanc Mortgage Corporation.
(incorporated by reference from the Current
Report on Form 8-K previously filed on October
31, 1995)
10(c) Servicing Agreement dated November 1, 1996,
between Main Place Real Estate Investment
Trust and NationsBanc Mortgage Corporation.
(incorporated by reference from the Quarterly
Report on Form 10-Q previously filed on
November 14, 1996)
10(d) Servicing Agreement dated as of November 1,
1996, between Main Place Real Estate
Investment Trust and NationsBank, N.A.
(incorporated by reference from the Quarterly
Report on Form 10-Q previously filed on
November 14, 1996)
10(e) Servicing Agreement dated as of March 18,
1997, between Main Place Funding Corporation
and NationsBanc Mortgage Corporation.
(incorporated by reference from the Quarterly
Report on Form 10-Q previously filed on May
13, 1997)
10(f) Servicing Agreement dated as of May 25, 1999,
by and between Main Place Funding LLC and
NationsBanc Mortgage Corporation.
(incorporated by reference from the Form 8-K
filed on May 25, 1999)
12 Ratio of Earnings to Fixed Charges.
23 Consent of PricewaterhouseCoopers LLP.
(1) Incorporated by reference from the Form 10-K previously filed on March 31,
1999.
25