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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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)
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___
On November 14, 2002, there were no shares of common stock outstanding. As of
November 14, 2002, all members' interests were held by Bank of America, N.A.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
MAIN PLACE FUNDING, LLC
SEPTEMBER 30, 2002 FORM 10-Q
INDEX PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Income for the Three and Nine Months Ended
September 30, 2002 and 2001 3
Balance Sheet as of September 30, 2002 and December 31, 2001 4
Statement of Cash Flows for the Nine Months Ended
Sepember 30, 2002 and 2001 5
Statement of Changes in Members' Equity for the
Nine Months Ended September 30, 2002 and 2001 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 10
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings (nothing to report) 12
Item 5. Other Events 12
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
Index to Exhibits 17
Exhibit 10.1 Financial warranty agreement with Bank of America, N.A.
Exhibit 10.2 Financial warranty agreement with Bank of America, N.A
Exhibit 10.3 Financial warranty agreement with Bank of America, N.A
Exhibit 12 Ratio of Earnings to Fixed Charges
Exhibit 99.1 Certification of President pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes- Oxley Act of 2002
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAIN PLACE FUNDING, LLC
STATEMENT OF INCOME
(Dollars in Thousands)
Three Months Nine Months
Ended September 30 Ended September 30
--------------------------------- ---------------------------------
2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------ ---------------------------------
Income
Interest and fees on loans .............................. $ 29,844 $ 118,148 $ 160,567 $ 447,721
Interest on securities .................................. 6,385 32,410 21,552 110,290
Gain on securities sold ................................. - 11,971 10,358 11,971
Interest on time deposits placed ........................ 58,436 73,257 160,433 202,494
Provision for allowance for credit losses ............... 521 - 6,093 -
--------------------------------- ---------------------------------
Total income ........................................ 95,186 235,786 359,003 772,476
--------------------------------- ---------------------------------
Expenses
Interest on securities sold under
agreements to repurchase ............................... 1,093 15,445 4,267 65,098
Interest on long-term debt .............................. - 20,545 16,108 64,443
Other operating expenses ................................ 871 5,774 8,326 20,113
--------------------------------- ---------------------------------
Total expenses ...................................... 1,964 41,764 28,701 149,654
--------------------------------- ---------------------------------
Income before income taxes .............................. 93,222 194,022 330,302 622,822
Income tax expense ...................................... 33,110 72,777 118,459 233,574
--------------------------------- ---------------------------------
Net income .............................................. 60,112 121,245 211,843 389,248
================================= =================================
See accompanying notes to financial statements.
3
MAIN PLACE FUNDING, LLC
BALANCE SHEET
(Dollars in Thousands)
SEPTEMBER 30 December 31
2002 2001
- ---------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 36,771 $ 350,405
Time deposits placed with affiliates 14,630,892 11,240,849
Securities:
Available-for-sale (includes $230,280 and $885,535 pledged as collateral) 310,268 1,033,064
Held-to-maturity at cost (market value $2,842 and $5,131) 2,833 5,118
----------------------------------
Total securities 313,101 1,038,182
----------------------------------
Loans, net of unearned income 1,085,280 5,152,713
Allowance for credit losses (1,319) (7,729)
----------------------------------
Loans, net of unearned income and allowance for credit losses 1,083,961 5,144,984
Interest receivable 7,374 36,407
Accounts receivable from affiliates - 2,881
Other assets 4,827 125,704
----------------------------------
Total assets $ 16,076,926 $ 17,939,412
==================================
LIABILITIES
Accrued expenses due to affiliate $ 429,093 $ 339,239
Securities sold under agreements to repurchase from affiliates 230,280 885,535
Long-term debt - 1,500,000
----------------------------------
Total liabilities 659,373 2,724,774
----------------------------------
MEMBERS' EQUITY
Contributed equity 13,395,436 13,395,436
Undistributed income 2,013,518 1,801,675
Accumulated other comprehensive income 8,599 17,527
----------------------------------
Total members' equity 15,417,553 15,214,638
----------------------------------
Total liabilities and members' equity $ 16,076,926 $ 17,939,412
==================================
See accompanying notes to financial statements.
4
MAIN PLACE FUNDING, LLC
STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Nine Months Ended
September 30
----------------------------------
2002 2001
- ---------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 211,843 $ 389,248
Reconciliation of net income to net cash provided by operating activities
Gain on sale of securities (10,358) -
Provision for credit losses (6,093) -
Deferred income tax (benefit) expense (484) 820
Net decrease in interest receivable 29,033 34,261
Net decrease in accounts receivable from affiliates 2,881 232,676
Net decrease in accrued expenses 89,854 2,004
Net increase in accrued expenses due to affiliates - 132,529
Other operating activities, net 136,736 (12,538)
--------------- ---------------
Net cash provided by operating activities 453,412 779,000
--------------- ---------------
INVESTING ACTIVITIES
Proceeds from maturities of securities held-to-maturity 2,285 3,870
Proceeds from sales and maturities of securities available-for-sale 709,422 1,090,492
Purchase of securities available for sale (1,008) 4,537
Net increase in time deposits placed with affiliates (3,390,043) (5,180,000)
Collections of loans outstanding 1,296,371 2,190,023
Proceeds from sales of loans to affiliates 2,771,182 1,547,064
--------------- ---------------
Net cash provided by (used in) investing activities 1,388,209 (344,014)
--------------- ---------------
FINANCING ACTIVITIES
Net decrease in securities sold under agreements
to repurchase (655,255) (952,215)
Retirement of long-term debt (1,500,000)
--------------- ---------------
Net cash used in financing activities (2,155,255) (952,215)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents (313,634) (517,228)
Cash and cash equivalents at beginning of period 350,405 2,367,206
--------------- ---------------
Cash and cash equivalents at end of period $ 36,771 $ 1,849,978
=============== ===============
See accompanying notes to financial statements.
5
STATEMENT OF CHANGES IN MEMBERS' EQUITY
(Dollars in Thousands)
Accumulated
Other Total
Contributed Undistributed Comprehensive Members' Comprehensive
Equity Income Income (Loss)/(1)/ Equity Income
- -------------------------------------------------------------------------------------------------------------------------------
Balance on December 31, 2000............$ 13,395,436 $ 1,298,636 $ 7,243 $ 14,701,315
Net income........................... 389,248 389,248 $ 389,248
Other comprehensive income........... 18,824 18,824 18,824
------------
Comprehensive income................. $ 408,072
----------------------------------------------------------------------- ============
Balance on September 30, 2001.......... $ 13,395,436 $ 1,687,884 $ 26,067 $ 15,109,387
=======================================================================
Balance on December 31, 2001............$ 13,395,436 $ 1,801,675 $ 17,527 $ 15,214,638
Net income .......................... 211,843 211,843 $ 211,843
Other comprehensive income........... (8,928) (8,928) (8,928)
------------
Comprehensive income................. $ 202,915
----------------------------------------------------------------------- ============
Balance on Septembr 30, 2002............$ 13,395,436 $ 2,013,518 $ 8,599 $ 15,417,553
=======================================================================
(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.
6
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. (the "Parent"), which is a wholly owned
indirect subsidiary of Bank of America Corporation (the "Corporation").
Main Place was established originally 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.
Bank of America, N.A. holds a 100 percent membership interest in Main Place.
Main Place is also considered a single-member LLC under current tax law. 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. Beginning in the fourth quarter of 2002, Main Place also
expects to issue certain financial warranty agreements in favor of third parties
for a fee.
On August 15, 2002, Main Place Trust, a Delware business trust was liquidated
into Bank of America, N.A.
NOTE 2 - ACCOUNTING POLICIES
The information contained in the financial statements is unaudited. In the
opinion of management, all normal recurring adjustments necessary for a fair
statement of the interim period results have been made. Certain prior period
amounts have been reclassified to conform to current period classifications.
Accounting policies followed in the presentation of interim financial results
are presented in Note 2 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 2001.
NOTE 3 - LOANS
The following table presents the composition of loans (dollars in thousands):
SEPTEMBER 30 December 31
2002 2001
- ---------------------------------------------------------------------
Residential
mortgage............................. $ 1,083,732 $ 5,149,783
Commercial real
estate............................... 1,548 2,930
--------------------------
Total $ 1,085,280 $ 5,152,713
==========================
Transactions in the allowance for credit losses were as follows (dollars in
thousands):
Nine Months
Ended September 30
--------------------------
2002 2001
- ---------------------------------------------------------------------
Balance on January 1 ................... $ 7,729 $ 35,345
Loans charged off........................ (317) (169)
Release of allowance for credit losses... (6,093) -
--------------------------
Balance on September 30.................. $ 1,319 $ 35,176
--------------------------
Main Place had $19.0 million of nonperforming loans on September 30, 2002
compared to $23.5 million on December 31, 2001. Foreclosed properties on
September 30, 2002 totaled $3.9 million compared to $5.3 million on
7
December 31, 2001. During the first nine months of 2002 and the fourth quarter
of 2001 Main Place made an adjustment to the allowance for credit losses of $5.6
million and $21.8 million, respectively, due to the decline in the average
balance of the loan portfolio throughout 2001.
NOTE 4 - AFFILIATE TRANSACTIONS
Main Place maintains its cash and cash equivalent accounts with the Parent in
the form of time deposits. Interest income on time deposits for the three and
nine months ended September 30, 2002 was $58.4 million and $160.4 million,
respectively, compared to $73.2 million and $202.5 million for the same prior
year periods. As of September 30, 2002 and December 31, 2001, Main Place had
$14.6 billion and $11.2 billion, respectively, of time deposits placed with the
Parent.
At September 30, 2002, Main Place had no accounts receivable outstanding from
affiliates of the Corporation compared to $2.9 million at December 31, 2001.
These receivables are related to mortgage payments and securities principal and
interest payments in process, which generally clear within 30 days.
At September 30, 2002 and December 31, 2001, Main Place had $230.3 million and
$885.5 million, 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 securities sold under agreements to repurchase for the three and nine
months ended September 30, 2002 was $1.1 million and $4.3 million compared to
$15.4 million and $65.1 million for the same prior year periods.
Gross gains of approximately $10.4 million were realized on sales of
available-for-sale securities during the nine months ended September 30, 2002,
compared to $12.0 million for the same prior year period.
Main Place has entered into agreements with the Parent for the servicing and
administration of its mortgage portfolio. Servicing fees paid to the Parent
approximated $.8 million and $7.8 million for the three and nine months ended
September 30, 2002, respectively, compared to $5.6 million and $19.6 million for
the same periods in 2001. Servicing fees are included in "Other operating
expenses" on the accompanying statement of income and are based on actual
collections on loans.
From time to time, Main Place purchases certain mortgage loans originated by the
Parent. Main Place purchased no loans from the Parent during the third quarter
and first nine months ended September 30, 2002 and 2001. During the nine months
ended September 30, 2002, Main Place sold $2.8 billion of mortage loans to the
Parent compared to $1.5 billion for the nine months ended September 30, 2001.
Purchases or sales of loans between Main Place and the Parent are at book value,
excluding any related allowance for loan loss. No gains or losses were recorded
on these transactions.
Accrued expenses due to affiliates as of September 30, 2002 and December 31,
2001 were $429.1 million and $339.2 million respectively, composed primarily of
income tax payable to the Parent of $392.3 million and $325.9 million,
respectively.
Beginning in the fourth quarter of 2002, in connection with certain financial
warranty agreements made by Main Place in favor of third parties, Main Place may
enter into corresponding financial warranty agreements with affiliates,
including Bank of America, N.A.
8
NOTE 5 - 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 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 that Main Place should fail to comply and two thirds of
bondholders do not waive the default event, the Trustee is provided the pledged
collateral. As of September 30, 2002, Main Place had the authority to issue
approximately $3.5 billion of securities under its existing shelf registration
statement.
Interest expense on the Series 1999-1 mortgage-backed bond for nine months ended
September 30, 2002 was $16.1 million, compared to $64.4 million for the same
period in 2001. On May 28, 2002, Main Place repaid its obligation of $1.5
billion on the Series 1999-1 mortgage-backed bond. There are no additional bonds
outstanding.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Total net income for the third quarter and first nine months of 2002 was
$60.1million and $211.8 million, respectively, representing decreases of $61.1
million and $177.4 million from the corresponding periods in 2001. The decrease
primarily resulted from decreases in interest income, partially offset by
decreases in interest expense on long- term debt and reduced funding costs
associated with the repurchase agreements.
Total income for the third quarter and first nine months of 2002 was $95.2
million and $359.0 million, respectively, representing decreases of $140.6
million and $413.5 million, respectively, from the corresponding periods in
2001. The decrease included a decline in interest and fees on loans of $88.3
million and $287.2 million respectively, due to the run off of the loan
portfolio and a sale of $2.8 billion of loans back to the Parent. Interest
income from the securities portfolio for the third quarter and first nine months
of 2002 declined $26.0 million and $88.7 million, respectively, resulting
primarily from a reduction of $1.8 billion in the average balance of the
securities portfolio for the nine months ended September 30, 2002. The net
change in total income also included a decrease in interest income on time
deposits placed of $14.8 million and $42.1 million for the third quarter and
first nine months of 2002, respectively, compared to the same periods in 2001.
The changes in interest income on time deposits placed resulted from a decrease
of 262 basis points in average yields, to 1.71 percent for the nine months ended
September 30, 2002. Total income for the first nine months of 2002 also includes
$10.4 million in gains on sales of available-for-sale securties. In addition,
the net change in total income for the third quarter and first nine months of
2002 includes release of allowance of credit losses of $.5 million and $6.1
million, respectively.
Total expenses (excluding income taxes) for the third quarter and first nine
months of 2002 were $2.0 million and $28.7 million, respectively, representing a
decrease of $39.8 million and $120.9 million compared to the same periods in
2001. The decrease includes a decline in interest expense on securities sold
under agreements to repurchase of $14.4 million and $60.8 million, respectively,
resulting from a reduction of $1.5 billion in average borrowings, and a 285
basis point decrease in interest rates to 1.79 percent for the first nine months
ended September 30, 2002. Long-term debt interest expense for the third quarter
and first nine months of 2002 decreased by $20.5 million and $48.3 million to
zero and $16.1 million, respectively, compared to the same periods in 2001, due
to the retirement of $1.5 billion of debt in May 2002. Mortgage servicing fees,
which are included in "other operating expenses", for the third quarter and
first nine months of 2002 decreased by $4.8 million and $11.8 million,
respectively, resulting from a reduction of $5.2 billion in the average loan
portfolio and a 38 basis point decrease in interest rates to 6.70 percent for
the first nine months ended September 30, 2002.
Main Place made no provision for credit losses in the nine months of 2002 and
2001 due to the decline in the average balance of the loan portfolio throughout
both periods, as well as a $4.5 million decrease in nonperforming loans to $19.0
million at September 30, 2002 from $23.5 million at December 31, 2001. 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 a review of
all relevant matters affecting loan collectibility, management believes that the
allowance for credit losses is appropriate given its analysis of estimated
incurred credit losses at September 30, 2002.
10
ITEM 4. CONTROLS AND PROCEDURES.
Within the 90 days prior to the filing date of this report, Main Place carried
out an evaluation, under the supervision and with the participation of Main
Place's management, including Main Place's president and chief financial
officer, of the effectiveness of the design and operation of Main Place's
disclosure controls and procedures pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934. Based upon that evaluation, Main Place's president and
chief financial officer concluded that Main Place's disclosure controls and
procedures are effective in timely alerting them to material information
relating to Main Place required to be included in Main Place's periodic SEC
filings.
Since the date of the evaluation, there have been no significant changes in Main
Place's internal controls or in other factors that could significantly affect
these controls.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Nothing to report.
ITEM 5. OTHER EVENTS
On October 21, 2002, Main Place Funding, LLC adopted an Amended and
Restated Limited Liability Company Agreement, filed under cover of Form 8-K
dated as of October 21, 2002, which removed certain restrictions on the business
activities of Main Place Funding, LLC, permitting it to engage in any activity
and to exercise any powers permitted to limited liability companies under the
laws of the State of Delaware.
On October 29, 2002, Main Place Funding, LLC entered into a financial
warranty agreement with Pioneer Investment Management, Inc., Pioneer Principal
Protection Trust on behalf of its series, Pioneer Protected Principal Plus Fund,
filed under cover of Form 8-K dated as of October 21, 2002. The trust is an
open-ended diversified, management investment company registered under the
Investment Company Act of 1940, as amended. Under the terms of the agreement,
Main Place Funding, LLC provided a financial warranty in the amount of up to
$900 million in order to ensure that the fund is able to redeem all of its
outstanding shares on the fund's maturity date for an amount equal to the
aggregate protected amount, as defined by the agreement.
On or about November 13, 2002, Main Place Funding, LLC entered into a
financial warranty agreement with Bank of America, N.A., filed herewith as
Exhibit 10.1. Under the terms of this agreement, Bank of America, N.A. provided
a financial warranty in favor of Main Place in the amount of up to $900 million,
corresponding to Main Place's obligations under the financial warranty agreement
in favor of the Pioneer Investment Management, Inc., Pioneer Principal
Protection Trust on behalf of its series, Pioneer Protected Principal Plus Fund.
On November 1, 2002, Main Place Funding, LLC entered into a financial
warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of
its series Merrill Lynch Fundamental Growth Principal Protected Fund and Merrill
Lynch Investment Managers, L.P., filed under cover of Form 8-K dated as of
October 21, 2002. The trust is an open-ended diversified, management investment
company registered under the Investment Company Act of 1940, as amended. Under
the terms of the agreement, Main Place Funding, LLC provided a financial
warranty in the amount of up to $500 million in order to ensure that the fund is
able to redeem all of its outstanding shares on the fund's maturity date for an
amount equal to the aggregate protected amount, as defined by the agreement.
On or about November 13, 2002, Main Place Funding, LLC entered into a
financial warranty agreement with Bank of America, N.A., filed herewith as
Exhibit 10.2. Under the terms of this agreement, Bank of America, N.A. provided
a financial warranty in favor of Main Place in the amount of up to $500 million,
corresponding to Main Place's obligations under the financial warranty agreement
in favor of Merrill Lynch Principal Protected Trust, on behalf of its series
Merrill Lynch Fundamental Growth Principal Protected Fund and Merrill Lynch
Investment Managers, L.P.
On November 1, 2002, Main Place Funding, LLC entered into a financial
warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of
its series Merrill Lynch Basic Value Principal Protected Fund and Fund Asset
Management, L.P., filed under cover of Form 8-K dated as of October 21, 2002.
The trust is an open-ended diversified, management investment company registered
under the Investment Company Act of 1940, as amended. Under the terms of the
agreement, Main Place Funding, LLC provided a financial warranty in the amount
of up to $500 million in order to ensure that the fund is able to redeem all of
its outstanding shares on the fund's maturity date for an amount equal to the
aggregate protected amount, as defined by the agreement.
On or about November 13, 2002, Main Place Funding, LLC entered into a
financial warranty agreement with Bank of America, N.A., filed herewith as
Exhibit 10.3. Under the terms of this agreement, Bank of America,
12
N.A. provided a financial warranty in favor of Main Place in the amount of up to
$500 million, corresponding to Main Place's obligations under the financial
warranty agreement in favor of Merrill Lynch Principal Protected Trust, on
behalf of its series Merrill Lynch Basic Value Principal Protected Fund and Fund
Asset Management, L.P.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Financial warranty agreement with Bank of America, N.A.
10.2 Financial warranty agreement with Bank of America, N.A
10.3 Financial warranty agreement with Bank of America, N.A
12 Ratio of Earnings to Fixed Charges.
99.1 Certification of President pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002
(b) Reports on Form 8-K:
None.
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Main Place Funding, LLC
Date: November 14, 2002 /s/ Susan R. Faulkner
------------------------------------------
Susan R. Faulkner
Treasurer and Senior Vice President/
Principal Financial and Accounting Officer
(Principal Financial and
Duly Authorized Officer)
14
MAIN PLACE FUNDING, LLC
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
I, Susan Carr, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Main Place Funding,
LLC;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Susan C. Carr
------------------
Susan C. Carr
President
15
MAIN PLACE FUNDING, LLC
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
I, Susan Faulkner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Main Place Funding,
LLC;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Susan Faulkner
-------------------------
Susan Faulkner
Chief Financial Officer
16
MAIN PLACE FUNDING, LLC
FORM 10-Q
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
10.1 Financial warranty agreement with Bank of America, N.A.
10.2 Financial warranty agreement with Bank of America, N.A
10.3 Financial warranty agreement with Bank of America, N.A
12 Ratio of Earnings to Fixed Charges.
99.1 Certification of President pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of
2002
17