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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 [fee required]
For the fiscal year ended December 31, 2003
-----------------
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [no fee required]
For the transition period from to .
----------------- ------------------
Commission file number 2-79192.
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HAMPSHIRE FUNDING, INC.
-----------------------
(Exact name of registrant as specified in its charter)
NEW HAMPSHIRE 02-0277842
- --------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE GRANITE PLACE, CONCORD, NEW HAMPSHIRE 03301
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (603) 226-5000
--------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Programs for coordinating the acquisition of mutual fund shares and insurance
Indicate by check mark whether the registrant 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 has been subject to such filing requirements
for the past 90 days.
YES /X/ NO / /
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing. NONE
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of March 19, 2004: 50,000 shares, all of which are owned by
Jefferson-Pilot Corporation.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
The total number of pages, including exhibits, is 31, and the exhibit index
appears on pages 22 through 24.
PART I
ITEM 1 - BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Hampshire Funding, Inc. ("the Company") was incorporated in the State of
New Hampshire on December 8, 1969. It is a wholly owned subsidiary of
Jefferson-Pilot Corporation.
The Company, in affiliation with Jefferson Pilot Financial Insurance
Company, Jefferson Pilot Life America Insurance Company (collectively
"Insurance Companies") and Jefferson Pilot Securities Corporation (the
"Broker-Dealer"), a member of the National Association of Securities
Dealers, Inc. ("NASD"), has primarily been engaged in the offering and
administration of programs which coordinate the acquisition of mutual
fund shares and life or health insurance (the "Programs"). The Programs
were intended, in part, to augment the sales activities of the
Broker-Dealer and the Insurance Companies.
Effective March 31, 1998, the Company discontinued offering its Programs
for sale. The Company continues, however, to extend premium loans to
current program participants (Participants) until their stated maturity
or termination date.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company has one reportable segment as described in (c). Revenues,
operating profit and loss, and identifiable assets for the five years
ended December 31, 2003, are included in Item 6 - Selected Financial
Data and Item 8 - Financial Statements and Supplementary Data.
(c) NARRATIVE DESCRIPTION OF BUSINESS
The Company administers Programs which involve periodic cash purchases
of mutual fund shares. Under the Programs, Participants make periodic
purchases of mutual fund shares for cash with automatic reinvestment of
all distributions. Participants obtain insurance coverage through a
series of insurance premium loans offered by the Company. Loans to
Participants are secured by Participants' periodic purchases of mutual
fund shares. The mutual fund shares are registered in the Company's name
as Custodian for Participants and are pledged under a Receivables
Purchase Agreement.
The objective of a Program is the utilization of the appreciation, if
any, in the value of the mutual fund shares and the reinvestment of
dividends or capital gains distributions thereon to aid in offsetting
the principal and accumulated interest on the loans.
As noted, the Company discontinued offering Programs for sale but will
continue to administer all programs until their stated maturity or
termination dates.
Historically, the Programs were offered for sale by those agents of the
Insurance Companies who qualify as registered representatives, through
broker-dealers, under the regulations of the NASD.
Revenues derived from Participant Programs include gain on sales of
loans and servicing, interest income on securities and Program
participant fees. For the years ended December 31, 2003, 2002 and 2001
such revenues were as follows:
2003 2002 2001
------------ ------------ ------------
Loan sales and servicing $ 1,229,181 $ 1,001,538 $ 898,147
Interest 93,318 158,381 298,746
Program participant fees 73,238 116,446 184,315
2
REGULATION
The Company filed its final Registration Statement under the Securities
Act of 1933, as amended, with the Securities and Exchange Commission on
April 16, 1997. The Company is also subject to supervision by the
Commissioners of Securities of the jurisdictions in which the Company
has sold the Programs.
Although the Company no longer offers its Programs for sale, its
existing Programs are authorized to use insurance policies offered by
the Insurance Companies. Insurance available for purchase in connection
with a Program may vary from state to state, depending on whether
Jefferson Pilot Financial Insurance Company (Jefferson Pilot Financial)
or Jefferson Pilot LifeAmerica Insurance Company (Jefferson Pilot
LifeAmerica) is licensed to sell insurance in a particular jurisdiction,
and whether a jurisdiction in which one of the Insurance Companies is
licensed has approved the sale of a particular insurance product.
Historically, each Insurance Company offered several types of policies
within the Program. The Insurance Companies are subject to the
regulations of the insurance department of each state in which they are
licensed to do business. In addition, Jefferson Pilot Financial, through
JPF Separate Accounts A and C, and Jefferson Pilot LifeAmerica Insurance
Company, through JPF Separate Account B, offer for sale variable
universal life insurance policies, which are subject to regulation by
the Securities and Exchange Commission. Policies, including the variable
universal life insurance product, issued under the Program may not be
identical in each state or jurisdiction. Regulations that determine the
types of policies and their provisions may differ in each state. As a
result, the Insurance Companies have internal procedures designed to
ensure that only approved policies are issued in each state.
The insurance agents who sold the Company's Programs are subject to the
oversight and regulation of the insurance department of each
jurisdiction where they are licensed. In addition, only those agents who
are registered representatives of broker-dealers sold Programs; thus the
insurance agents are also subject to supervision and regulation of the
NASD and securities department of each jurisdiction where they are
licensed.
DEPENDENCE UPON A SINGLE OR A FEW CUSTOMERS
Given the Company's decision to discontinue the sale of its programs,
the dependence upon a single or few customers is not applicable.
Historically, the Company was not dependent upon a single or few
customers.
COMPETITION
Competition is no longer a factor since the Company no longer offers
Programs for sale. Historically the Company faced limited competition in
the sale of Programs, as the number of companies offering plans similar
to the Programs was quite small. Historically, a large number of
companies offered programs combining the purchase of insurance and
mutual fund shares; however, in recent years the number of companies has
reduced dramatically.
EMPLOYEES
The Company has no paid employees. Jefferson Pilot Life Insurance
Company ("JP Life"), a wholly-owned subsidiary of Jefferson-Pilot
Corporation, provides employee and office services, as well as certain
operating assets, to the Company and its affiliates. JP Life employs all
of the personnel who perform business functions for the Company. JP Life
believes that its relationship with employees is good.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES
All sales and operations of the Company are conducted within the United
States.
3
ITEM 2 - PROPERTIES
The Company does not own or lease any real property. The Company occupies a
portion of the home office of Jefferson Pilot Financial located at One Granite
Place, Concord, New Hampshire. The use by the Company of such facilities and the
equipment and furnishings owned by JP Life, Jefferson Pilot Financial, or any of
the other Insurance Companies is subject to a pro-rata allocation of expenses.
ITEM 3 - LEGAL PROCEEDINGS
The Company may become involved from time to time with legal proceedings arising
out of the ordinary course of its business. For the year ended December 31,
2003, the Company was not involved in any material legal proceedings.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 2003 to a vote of
security holders.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) MARKET INFORMATION
Not publicly traded.
(b) HOLDERS
(See Item 12, Security Ownership of Certain Beneficial Owners and
Management.)
(c) DIVIDENDS
The Company has not authorized or paid any dividends since
inception. There are no restrictions presently known on the
Company's ability to pay dividends except for general New Hampshire
corporate laws relating to earnings.
(d) Securities authorized for issuance under equity compensation plans:
NONE
ITEM 6 - SELECTED FINANCIAL DATA
SELECTED RESULTS OF OPERATIONS
DATA: YEAR ENDED DECEMBER 31, 2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Total Revenue $ 1,395,737 $ 1,276,365 $ 1,381,208 $ 1,331,426 $ 1,350,657
============ ============ ============ ============ ============
Net Income $ 909,183 $ 749,206 $ 754,870 $ 714,883 $ 723,044
============ ============ ============ ============ ============
Dividends Per Common share $ -- $ -- $ -- $ -- $ --
============ ============ ============ ============ ============
SELECTED BALANCE SHEET DATA:
DECEMBER 31, 2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Total Assets $ 13,161,898 $ 12,380,560 $ 10,369,594 $ 8,385,285 $ 7,520,878
============ ============ ============ ============ ============
Stockholder's Equity $ 8,945,295 $ 7,907,220 $ 6,510,371 $ 5,176,959 $ 4,271,325
============ ============ ============ ============ ============
4
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPANY PROFILE
The Company administers investment programs (the "Programs") which coordinate
the acquisition of mutual fund shares and insurance over a period of ten years.
Under the Programs, Participants purchase life and health insurance from
affiliated Insurance Companies and finance the premiums through a series of
loans secured by mutual fund shares. Upon issuance of a policy by an Insurance
Company, the Company makes a loan to the Participant in an amount equal to the
selected premium mode. As each premium becomes due, if not paid in cash, a new
loan equal to the next premium and administrative fee is made and added to the
Participant's account indebtedness ("Account Indebtedness"). Thus, interest, as
well as principal, is borrowed and mutual fund shares are pledged as collateral.
Each loan made by the Company must initially be secured by mutual fund shares
which have a value of at least 250% of the loan, except for the initial premium
loan of Programs using certain no-load funds, where the collateral requirement
is 180%. In addition, the aggregate value of all mutual fund shares pledged as
collateral must be at least 150% of the Participant's total Account
Indebtedness. If the value of the shares pledged to the Company declines below
130% of the Account Indebtedness, the Company will terminate the Programs and
liquidate shares sufficient to repay the indebtedness.
Effective March 31, 1998, the Company discontinued the sale of Programs. The
Company, however, will continue to make premium loans to current Participants
and administer all Programs until their stated maturity or termination dates.
CRITICAL ACCOUNTING POLICIES
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The Company's significant accounting
policies are more fully described in Note 1 to the financial statements. The
majority of assets and liabilities are financial in nature and the valuations of
these assets and liabilities are critical to the financial position and results
of operations. However, certain accounting policies are particularly important
to the portrayal of the Company's financial position and results of operations,
and require the Company's management to apply significant judgment; as a result
are subject to an inherent degree of uncertainty. The fair value of retained
interest on loan sales includes assumptions related to termination and discount
rates. These assumptions involve a high degree of judgment by management and are
subject to fluctuations based upon current market and economic conditions. On an
on-going basis, management evaluates estimates and judgments based upon
historical experience, which forms the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
LIQUIDITY AND CAPITAL RESOURCES
On December 31, 1997, the Company entered into a Receivables Purchase Agreement
(the Agreement) with Preferred Receivables Funding Corporation (PREFCO), a
wholly-owned subsidiary of Bank One, formerly First National Bank of Chicago,
(the Bank).
The Agreement provides for the initial and periodic purchase of the Company's
collateral loans receivable by PREFCO or other investors (for which the Bank
serves as agent). On July 23, 2003 the Agreement was amended to extend the
termination date to July 21, 2004. The Company anticipates the termination date
will be extended under the provisions of the Agreement. PREFCO finances
purchases of the Company's collateral loans receivables through the issuance of
commercial paper (variable interest obligations).
As of December 31, 2003, the Company had sold aggregate loans of $19,127,070 and
has retained a subordinated interest and servicing rights in the assets
transferred aggregating $12,129,635. The cash flows related to the repayment of
loans is first used to satisfy all principal and variable interest rate
obligations due to PREFCO, investors or the Bank. The retained interest
represents the fair value of the Company's future cash flows and obligations
that it will receive after all investor obligations are met. The fair value of
the Company's retained interest and servicing rights was $10,465,032 at December
31, 2002.
5
The Company is responsible for servicing, managing and collecting all
receivables and loan repayments, monitoring the underlying collateral and
reporting all activity to the Bank for which it receives an annual service fee
(collected monthly in arrears) calculated as 2% of outstanding receivables. The
Company received $238,455, $500,969, and $797,975 in service fees during 2003,
2002, and 2001.
Employee services and office facilities are provided by JP Life under a Service
Agreement with the Company. The Company pays JP Life a monthly fee (in arrears)
for services in accordance with mutually agreed upon cost allocation methods,
which the Companies believe reflect a proportional allocation of common expenses
and are commensurate for the performance of its duties. The Company paid JP Life
servicing expenses of $461,870, $515,624, and $678,394 during 2003, 2002, and
2001.
The Company capitalizes the present value of expected service fee income in
excess of the related costs to service the outstanding receivables.
As servicing agent for the loans sold, the Company collected loan prepayments of
$4,628,237 during 2003 and $9,886,444 during 2002, which were paid to PREFCO
(one month in arrears) to satisfy principal and variable interest obligation
due. The Company originated new loans of $1,896,086 during 2003 and $3,149,894
during 2002, which were sold to PREFCO.
The Agreement includes a Performance Guarantee by Jefferson-Pilot Corporation
that the Company will service the receivables sold and administer all aspects of
the Programs in accordance with the terms and conditions of the Agreement. The
Performance Guarantee contains restrictions on the debt of the Guarantor and the
collateral value monitored by the Company.
During 1998, the Company entered into an intercompany loan agreement with
Jefferson-Pilot Corporation whereby it may borrow funds for working capital
needs at short-term interest rates. At December 31, 2003 the company had
borrowed $2,154,020 compared to $1,699,098 at December 31, 2002.
The continuance of the Program is dependent upon the Company's ability to
arrange for the sale of collateral notes receivable or provide for the financing
of insurance premiums for Participants. The Company expects that it will be able
to continue to sell its collateral notes receivables or arrange for other
financing for the foreseeable future.
If the Company is unable to sell its collateral notes receivable or borrow funds
in the future for the purpose of financing loans to Participants for the payment
of insurance premiums, the Programs may be subject to termination.
If the Company subsequently defaults on its Agreement with PREFCO for which the
Participant's mutual fund shares have been pledged as security, the mutual fund
shares may be redeemed by PREFCO (or its agent) and the Programs will be
terminated on their renewal dates.
The Company's liabilities include amounts due to affiliates for premium loans,
due to parent, due to JP Life for expense reimbursements and pay downs due to
PREFCO.
Working capital in 2003, 2002, and 2001 was provided by servicing fees from
collateral loans sold, loans from Jefferson-Pilot Corporation and interest
earned on investments.
The Company changed certain of its assumptions supporting the valuation of its
interests retained from loan sales. Effective December 31, 2003, the Company had
decreased its estimate of early terminations from 35% to 30% to better reflect
the Company's actual experience.
6
RESULTS OF OPERATIONS
The Company concluded the year ended December 31, 2003 with net income of
$909,183 as compared to net income of $749,206 in 2002 and $754,870 in 2001.
The growth in 2003's net income is due primarily to an increase in total
revenues. Total revenues through December 31, 2003 were $1,395,737 versus
$1,276,365 in 2002 and $1,381,208 in 2001. The Company's revenues are derived
from program fees, income on its retained interest in the loans sold to
investors, and realized gains or losses. Although the Company's retained
interest and income has grown over the past several years, this increase has
been partially offset by realized losses in connection with the sale of loans
and a decrease in program fees as the number of programs decline. Gains (or
losses) for each sale of receivables are determined by allocating the carrying
value of the receivables sold between the portion sold and the interest retained
based on their relative fair value. The Company estimates the fair value of its
retained interest based on the present value of future cash flows expected from
the sold receivables.
Interest expense was $21,585, $14,524, and $19,361 for the years ended December
31, 2003, 2002, and 2001, respectively. The average interest rates of 1.14%,
1.70%, and 3.98% were paid on average outstanding loans due to affiliates of
$1,887,420, $863,434, and $477,230 in 2003, 2002, and 2001, respectively.
The Company receives fee income for continuing to service sold receivables. The
Company capitalizes the present value of expected servicing fee income in excess
of the related cost of servicing over the estimated life of the sold
receivables.
Program fees include placement, administrative and termination fees as well as
charges for special services. Program fees continue to decline as programs
terminate and mature. For the years ended December 31, 2003, 2002, and 2001 the
number of Programs administered by the Company was 916, 1,406, and 2,333,
respectively.
In the future, the Company may realize a gain or loss on the securitization of
future collateral notes receivable which may impact future earnings.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements included herein are listed in the following index.
INDEX TO FINANCIAL STATEMENTS
PAGE REFERENCES
---------------
Statements of Financial Condition - December 31, 2003 and 2002 9
Statements of Income - Years ended December 31, 2003, 2002, and 2001 10
Statements of Stockholder's Equity - Years ended December 31, 2003, 2002, and 2001 11
Statements of Cash Flows - Years ended December 31, 2003, 2002, and 2001 12
Notes to Financial Statements 13
All schedules have been omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements, and
the notes thereto.
7
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Hampshire Funding, Inc.
We have audited the accompanying statements of financial condition of Hampshire
Funding, Inc. as of December 31, 2003 and 2002, and the related statements of
income, stockholder's equity, and cash flows for each of the three years in the
period ended December 31, 2003. 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 in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hampshire Funding, Inc. at
December 31, 2003 and 2002, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States.
Ernst & Young LLP
Boston, Massachusetts
March 5, 2004
8
HAMPSHIRE FUNDING, INC.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31
2003 2002
---------------------------
ASSETS
Cash and cash equivalents $ 1,010,347 $ 1,803,512
Interests retained from loan sales, at fair value 11,711,462 10,157,502
Servicing asset (fair value approximates carrying value) 418,173 307,530
Other 21,916 112,016
---------------------------
Total assets $ 13,161,898 $ 12,380,560
===========================
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Due to parent $ 2,154,020 $ 1,699,098
Due to affiliates 1,783,837 1,713,323
Accounts payable 224,875 1,000,260
Accrued expenses and other liabilities 53,871 60,659
---------------------------
Total liabilities 4,216,603 4,473,340
---------------------------
Stockholder's equity:
Common stock, par value $1 per share; authorized
100,000 shares; issued and outstanding 50,000 shares 50,000 50,000
Additional paid-in capital 789,811 789,811
Retained earnings 6,818,516 5,909,333
Accumulated other comprehensive income 1,286,968 1,158,076
---------------------------
Total stockholder's equity 8,945,295 7,907,220
---------------------------
Total liabilities and stockholder's equity $ 13,161,898 $ 12,380,560
===========================
SEE ACCOMPANYING NOTES.
9
HAMPSHIRE FUNDING, INC.
STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31
2003 2002 2001
------------------------------------------
Revenues:
Loan sales and servicing $ 1,229,181 $ 1,001,538 $ 898,147
Interest 93,318 158,381 298,746
Program participant fees 73,238 116,446 184,315
------------------------------------------
1,395,737 1,276,365 1,381,208
Operating expenses:
Interest on affiliate borrowings 21,585 14,524 19,361
------------------------------------------
Income before income taxes 1,374,152 1,261,841 1,361,847
Income tax expense 464,969 512,635 606,977
------------------------------------------
Net income $ 909,183 $ 749,206 $ 754,870
==========================================
SEE ACCOMPANYING NOTES.
10
HAMPSHIRE FUNDING, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY
ACCUMULATED
ADDITIONAL OTHER
COMMON PAID-IN RETAINED COMPREHENSIVE
STOCK CAPITAL EARNINGS INCOME (LOSS) TOTAL
------------ ------------ ------------ ------------- ------------
Balance at December 31, 2000 $ 50,000 $ 789,811 $ 4,405,257 $ (68,109) $ 5,176,959
Net income 754,870 754,870
Change in unrealized loss on
securities available for
sale, net of tax of $311,522 578,542 578,542
------------ ------------- ------------
Total comprehensive income 754,870 578,542 1,333,412
------------ ------------ ------------ ------------- ------------
Balance at December 31, 2001 50,000 789,811 5,160,127 510,433 6,510,371
Net income 749,206 749,206
Change in unrealized gain on
securities available for
sale, net of tax of $348,732 647,643 647,643
------------ ------------- ------------
Total comprehensive income 749,206 647,643 1,396,849
------------ ------------ ------------ ------------- ------------
Balance at December 31, 2002 50,000 789,811 5,909,333 1,158,076 7,907,220
Net income 909,183 909,183
Change in unrealized gain on
securities available for
sale, net of tax of $69,402 128,892 128,892
------------ ------------- ------------
Total comprehensive income 909,183 128,892 1,038,075
------------ ------------ ------------ ------------- ------------
Balance at December 31, 2003 $ 50,000 $ 789,811 $ 6,818,516 $ 1,286,968 $ 8,945,295
============ ============ ============ ============= ============
SEE ACCOMPANYING NOTES
11
HAMPSHIRE FUNDING, INC.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31
2003 2002 2001
------------------------------------------
OPERATING ACTIVITIES
Net income $ 909,183 $ 749,206 $ 754,870
Adjustments to reconcile net income to net
cash used in operating activities:
Amortization of deferred charge 29,203 58,407 58,404
Change in fair value of servicing asset (110,643) (94,651) 18,275
Deferred tax expense (benefit) 91,739 (195,114) (363,108)
Loss (gain) on sales of loans 69,518 26,257 (54,360)
Net change in other assets and liabilities (1,453,693) (1,273,702) (579,967)
Change in due to affiliates 86,795 (21,875) (62,306)
(Decrease) increase in accounts payable (775,385) 139,048 39,538
------------------------------------------
Net cash used in operating activities (1,153,283) (612,424) (188,654)
FINANCING ACTIVITIES
Proceeds from sale of collateral notes receivable 1,801,282 2,992,399 4,492,276
Loans originated (1,896,086) (3,149,894) (4,728,712)
Net proceeds from affiliated loan agreements 454,922 853,527 407,310
------------------------------------------
Net cash provided by financing activities 360,118 696,032 170,874
------------------------------------------
(Decrease) increase in cash and cash equivalents (793,165) 83,608 (17,780)
Cash and cash equivalents at beginning of year 1,803,512 1,719,904 1,737,684
------------------------------------------
Cash and cash equivalents at end of year $ 1,010,347 $ 1,803,512 $ 1,719,904
==========================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 21,585 $ 14,524 $ 19,361
Income taxes 473,197 752,574 898,005
SEE ACCOMPANYING NOTES.
12
HAMPSHIRE FUNDING, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
1. ACCOUNTING POLICIES
ORGANIZATION
Hampshire Funding, Inc. (the Company), a wholly-owned subsidiary of
Jefferson-Pilot Corporation, administers programs that coordinate the
acquisition of mutual fund shares and insurance (Programs). Under the Programs,
insurance premiums are paid by Participants through a series of loans from the
Company and secured by Participant's ownership of mutual fund shares. The
objective of a Program is the utilization of the appreciation, if any, in the
value of the mutual fund shares and the reinvestment of dividends or capital
gain distributions thereon to aid in offsetting the principal and accumulated
interest on the loans. All Programs are ten years in length and no payments are
due until Programs are terminated or mature.
Effective March 31, 1998 the Company discontinued the sale of these Programs.
The Company continues, however, to extend premium loans to current Participants
and administer Programs until their stated maturity or termination date.
Affiliates of the Company include Jefferson Pilot Financial Insurance Company
(Jefferson Pilot Financial) and Jefferson Pilot LifeAmerica Insurance Company.
Other affiliates of the Company include Jefferson Pilot Investment Advisory
Corporation, and Jefferson Pilot Securities Corporation, which are also 100%
owned by Jefferson-Pilot Corporation.
The Company administers Programs whereby Participants obtain life insurance
coverage solely from Jefferson Pilot Financial and Jefferson Pilot LifeAmerica.
Under the Programs, insurance premiums are paid by Participants through a series
of loans from the Company. Loans to Participants are secured by Participant's
ownership in mutual fund shares.
The fair value of a Participant's pledged mutual fund shares must exceed 150% of
the total loan balance plus accrued interest (Participant's Total Account
Indebtedness). If the value of the shares pledged declines below 130% of the
Participant's Total Account Indebtedness, the Company will terminate the Program
and liquidate shares sufficient to repay the Indebtedness.
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires the Company's
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on deposit at financial institutions.
PROGRAM LOAN SALES
When the Company sells program loans, it retains interest-only strips, servicing
rights and 5% of each loan sold, all of which are retained interests in the
securitized receivables. Gain or loss on sale of the receivables depends in part
on the previous carrying amount of the financial assets involved in the
transfer, allocated between the assets sold and the retained interests based on
their relative fair value at the date of transfer. However, quotes are generally
not available for retained
13
interest, so the Company generally estimates fair value based on the present
value of future expected cash flows estimated using management's best estimates
of the key assumptions - termination and discount rates commensurate with the
risks involved.
SERVICING ASSET
The Company receives fee income for continuing to service sold receivables equal
to 2% of outstanding receivables. The Company capitalizes the present value of
expected servicing fee income in excess of the related cost of servicing over
the estimated life of the sold receivables (net servicing income). To the extent
that net servicing income varies from management's estimates, the servicing
asset may amortize faster or slower than anticipated. The asset is evaluated for
impairment based upon the fair value of the rights as compared to amortized
cost. The asset will be considered impaired to the extent that estimated fair
value is less than amortized cost at the balance sheet date.
No adjustment for impairment or additional obligation with respect to
capitalized servicing rights has been recorded by the Company.
RECOGNITION OF REVENUES
Interest on assets retained from loan sales and administrative fees charged to
Participants for establishing and maintaining Programs are recognized as revenue
when earned.
2. SALE OF COLLATERAL NOTES RECEIVABLE PORTFOLIO
On December 31, 1997, the Company entered into a Receivables Purchase Agreement
(the Agreement) with Preferred Receivables Funding Corporation (PREFCO), wholly
owned subsidiary of First National Bank of Chicago (the Bank).
The Agreement provides for periodic purchase of the Company's collateral loans
receivable by PREFCO or other investors (for which the Bank serves as agent). On
July 23, 2003 the Agreement was amended to extend the termination date to July
21, 2004. The Company anticipates the termination date will be extended under
the provisions of the Agreement. PREFCO finances purchases of the Company's
collateral loans receivables through the issuance of commercial paper (variable
interest obligations).
During 2003, the Company sold program loans in securitization transactions, and
in each case the Company retained servicing responsibilities and subordinated
interests. The Company receives annual servicing fees of 2% of the outstanding
balance and rights to future cash flows arising after the purchaser of the loans
has received the return for which they contracted. The investor in the loans has
no recourse to the Company's other assets for failure of debtors to pay when
due. The Company's retained interests are subordinate to the investor's
interests. Their value is subject to credit and prepayment risks on the
transferred financial assets, although the loans are fully secured by shares in
mutual funds.
14
At December 31, key economic assumptions and the sensitivity of the current fair
value of residual cash flows to immediate adverse changes in those assumptions
are as follows:
2003 2002
------------ ------------
Carrying Amount/fair value of retained interests $ 11,711,462 $ 10,157,502
Weighted-average life 0.7 years 1.1 years
TERMINATION RATE ASSUMPTION (ANNUAL) 30% 35%
Rate increases to 35% $ 101,257 $ -
Rate increases to 40% $ 195,383 $ 121,057
Rate increases to 45% $ 285,454 $ 234,470
RESIDUAL CASH FLOWS DISCOUNT RATE (ANNUAL) 15% 15%
Rate increases to 17% $ (378,661) $ (430,922)
Rate increases to 19% $ (740,473) $ (839,637)
These sensitivities are hypothetical and should be used with caution. As the
figures indicate, changes in fair value based upon the varying of assumptions
generally cannot be extrapolated because the relationship of the change in
assumption to the change in fair value may not be linear. Also, in this table,
the effect of a variation in a particular assumption on the fair value of the
retained interest is calculated without changing any other assumption, in
reality, changes in one factor may result in changes in another (for example,
increases in market interest rates may result in lower prepayments), which might
magnify or counteract the sensitivities.
At December 31, 2003, the outstanding balance of loans sold by the Company under
the Agreement was $19,127,070 compared to $25,953,614 in 2002. The Company
received gross servicing income of $238,455, $500,969, and $797,975 for the
years ended December 31, 2003, 2002, and 2001, respectively.
3. INTEREST RETAINED FROM RECEIVABLE SALES, NET
The amortized cost and gross unrealized gains and losses and estimated fair
value of retained interests in loan sales at December 31, 2003 and 2002 are
shown below. Expected maturities may differ from contractual maturities as the
Programs underlying the securities may be terminated prior to contractual
maturity.
DECEMBER 31, 2003
-----------------------------------------------------------
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-----------------------------------------------------------
Residual principal certificates due
five years through ten years $ 3,032,510 $ 2,795,896 $ - $ 5,828,406
Interest-only strip receivables due
five years through ten years 6,699,002 - (815,946) 5,883,056
-----------------------------------------------------------
$ 9,731,512 $ 2,795,896 $ (815,946) $ 11,711,462
===========================================================
DECEMBER 31, 2002
-----------------------------------------------------------
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-----------------------------------------------------------
Residual principal certificates due
five years through ten years $ 2,633,426 $ 1,972,920 $ - $ 4,606,346
Interest-only strip receivables due
five years through ten years 5,742,420 - (191,264) 5,551,156
-----------------------------------------------------------
$ 8,375,846 $ 1,972,920 $ (191,264) $ 10,157,502
===========================================================
15
Residual principal represents a 5% undivided interest in the receivables and
capitalized interest sold by the Company at the time of each sale. As the sold
principal is fully amortized prior to amortization of the retained principal,
the Company's undivided interest may not represent 5% of the total outstanding
receivables subsequent to the date of each sale.
Interest-only strip receivables represent the Company's right to interest in
excess of the sum paid to the purchaser of the loans.
All of the interests retained are subordinated to the payment of principal and
permitted interest to the bank-sponsored commercial paper conduit, and are
initially recorded at their respective fair values. As permitted by the
provisions of Statement of Financial Accounting Standards No. 115, ACCOUNTING
FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, the Company classifies
interests retained as available-for-sale securities. As a result, unrealized
gain and unrealized losses not deemed to be other-than-temporary are included in
comprehensive income as a separate component of stockholder's equity.
4. INCOME TAXES
The operations of the Company are included in the consolidated federal income
tax return of Jefferson-Pilot Corporation. Federal income tax is allocated by
Jefferson-Pilot Corporation as if the Company filed a separate income tax
return. Deferred tax assets and liabilities are recognized for the expected
future tax effects attributable to temporary differences between the financial
reporting and tax bases of assets and liabilities, based on enacted tax rates
and other provisions of tax law.
Significant components of income tax expense for the years ended December 31,
were as follows:
2003 2002 2001
------------ ------------ ------------
Current:
Federal $ 253,339 $ 564,388 $ 706,032
State 119,891 143,361 264,053
------------------------------------------
Total current 373,230 707,749 970,085
Deferred:
Federal 75,685 (160,969) (299,564)
State 16,054 (34,145) (63,544)
------------------------------------------
Total deferred 91,739 (195,114) (363,108)
------------------------------------------
$ 464,969 $ 512,635 $ 606,977
==========================================
A reconciliation of the blended federal and state income tax rate of the
Company's effective income tax expense for the year ended December 31 is as
follows:
2003 2002 2001
------------ ------------ ------------
Income before income taxes $ 1,374,152 $ 1,261,841 $ 1,361,847
Blended federal and state rate 39.17% 40.62% 44.57%
Tax at blended rate 538,297 512,635 606,977
Foreign tax credits (73,328) - -
------------------------------------------
Effective income tax $ 464,969 $ 512,635 $ 606,977
==========================================
Deferred tax assets (liabilities) are comprised of the following at December 31:
2003 2002 2001
------------ ------------ ------------
Impact of loan sales $ 608,011 $ 699,750 $ 504,636
Unrealized gain on securities available for sale (692,982) (623,580) (274,848)
------------------------------------------
$ (84,971) $ 76,170 $ 229,788
==========================================
The net deferred liabilities are netted with other assets in the statement of
financial condition, as of December 31, 2003.
16
5. TRANSACTIONS WITH AFFILIATES
In 1998, the Company entered into an intercompany loan agreement with
Jefferson-Pilot Corporation whereby the Company may borrow funds for working
capital needs at short-term interest rates. At December 31, 2003 and 2002, the
Company had borrowed $2,154,020 and $1,699,098, respectively.
The Programs, and most mutual fund shares offered in conjunction with the
Programs, are sold through Jefferson Pilot Securities Corporation, a registered
broker-dealer.
Substantially all general and administrative expenses are allocated to the
Company by JP Life in accordance with mutually agreed upon cost allocation
methods that the Company and JP Life believe reflect a proportional allocation
of common expenses and which are commensurate for the performance of the
applicable duties. The Company did not allocate any expenses related to the
servicing asset for 2003. For the years ended December 31, 2002 and 2001,
respectively, the Company's portion of allocated expenses related to the
servicing asset were $16,254 and $231,755. These expenses are included in the
calculation of the expected cash flows for purposes of determining income
related to programs sales, therefore are not shown as expenses in the statements
of income.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth information relating to Directors and Executive
Officers of the Company as of December 31, 2003.
NAME(1) AGE POSITION(2)
---- --- --------
Ronald R. Angarella 45 Chairman, CEO, and Director
David K. Booth 40 President and Director
John C. Ingram 59 Director
John A. Weston 44 Treasurer
Russell C. Simpson 48 Vice President and Chief Financial Officer
David Armstrong 34 Vice President
Charles C. Cornelio 44 Vice President
Carol R. Hardiman 49 Vice President, Administration
Robert A. Reed 61 Vice President and Assistant Secretary
Frederick C. Tedeschi 57 Secretary
Ronald R. Angarella was elected Chief Executive Officer of the Company and
Broker-Dealer in February 2003 after serving as President and Chairman since
October 1995. Mr. Angarella was elected Senior Vice President of Jefferson Pilot
Financial and Vice Chairman of the Broker-Dealer in November 1994. Prior to that
time, Mr. Angarella held several management positions with the Company and it
affiliates since joining Jefferson Pilot Financial in 1986.
David K. Booth was elected President and Director of the Company and
Broker-Dealer in March 2003. He joined Jefferson Pilot Securities in 1990 as a
Due Diligence Analyst and served as Assistant Vice President, Securities
Marketing from 1995 to 1997, Vice President of Marketing from 1997 to 2002, and
Chief Marketing Officer since 2002.
John C. Ingram was elected Director of the Company in May 1999. Mr. Ingram has
served as Chief Investment Officer of Jefferson Pilot Financial and affiliates
since 2001. He was named Senior Vice President and Manager of the Securities
Department in 1987 after serving as Second Vice President since 1982.
17
John A. Weston was elected Treasurer of the Company and the Broker-Dealer in
August 1988. His principal occupation since February of 1999 has been as Vice
President of Jefferson Pilot Financial. Prior to that time, Mr. Weston served as
Assistant Vice President and Mutual Fund Accounting Officer. He was elected
Treasurer of Jefferson Pilot Variable Fund, Inc. in April 1992, and Treasurer of
Jefferson Pilot Investment Advisory Corporation in May 1992.
Russell C. Simpson was elected Chief Financial Officer of the Company in
December 1997. Mr. Simpson serves as Vice President and Treasurer of Jefferson
Pilot Financial. He has served as Vice President since September 1990 and was
elected Treasurer in December 1994. From April 1988 to September 1990 Mr.
Simpson served as Assistant Vice President of Tax and Financial Reporting for
Jefferson Pilot Financial.
David Armstrong was elected Vice President of the Company and Broker-Dealer in
February 2003. Mr. Armstrong joined Jefferson Pilot in 1992, served as Financial
Institutions Expense Manager from 1992 to 1994 and Due Diligence Analyst from
1994 to 1996. From 1996 until 1999, he served as Marketing Officer, Products and
Planning, until Mr. Armstrong was named Assistant Vice President, Product
Planning of the Broker-Dealer in February 1999.
Charles C. Cornelio was elected Vice President of the Company in May 1997. From
May 1993 to May 1997 he was Vice President, General Counsel and Secretary. Mr.
Cornelio's principal occupation since May 1997 has been Executive Vice President
of Jefferson Pilot Financial and Senior Vice President of Jefferson-Pilot
Corporation. He also serves as Executive Vice President - Operations of
Jefferson Pilot LifeAmerica and as Vice President, General Counsel to Jefferson
Pilot Variable Fund, Inc.
Carol R. Hardiman was elected Vice President, Administration of the Company and
the Broker-Dealer in June 1989. From October 1987 to May 1989, she was Assistant
Vice President of the Company and the Broker-Dealer.
Robert A Reed was elected Vice President and Assistant Secretary of the Company
in December 1997. Mr. Reed serves as Vice President, Secretary and Assistant
General Counsel of Jefferson-Pilot Corporation and has held similar positions
with its principal life insurance subsidiaries since June 1994. Mr. Reed was
Secretary and Assistant General Counsel of Aluminum Company of America for many
years prior thereto.
Frederick C. Tedeschi was elected Secretary of the Company in May 2003. He
joined Jefferson Pilot Financial in March 2003 as Vice President and Associate
General Counsel. He was also appointed as Vice President and Secretary of the
Broker-Dealer. From 1987 to 2002 Mr. Tedeschi held various officer positions
with MONY Life Insurance Company, including Chief Insurance Operations Counsel
and Chief Corporate Compliance Officer.
(1) There are no family relationships existing between or among any of the
above-listed Directors or Executive Officers.
(2) The term of office of each of the foregoing Directors and Executive
Officers extends until the annual meetings of the shareholders and Board of
Directors or until removed by the Board of Directors.
18
HAMPSHIRE FUNDING, INC.
One Granite Place
Concord, New Hampshire 03301
BOARD OF DIRECTORS
December 31, 2003
Ronald R. Angarella
24 Longview Drive
Bow, NH 03304
David K. Booth
303 Main Street
Hopkinton, NH 03229
John C. Ingram
3302 Wynnewood Drive
Greensboro, NC 27408
19
HAMPSHIRE FUNDING, INC.
One Granite Place
Concord, New Hampshire 03301
OFFICERS
December 31, 2003
Chairman and Chief Executive Officer Ronald R. Angarella
24 Longview Drive
Bow, NH 03304
President David K. Booth
303 Main Street
Hopkinton, NH 03229
Vice President and Chief Financial Officer Russell C. Simpson
6002 Early Trail
Summerfield, NC 27358
Treasurer John A. Weston
122 School Street
Concord, NH 03301
Vice President David Armstrong
59 Primrose Lane
Penacook, NH 03303
Vice President Charles C. Cornelio
1802 Regents Park Lane
Greensboro, NC 27455
Vice President, Administration Carol R. Hardiman
1 Paradise Road
Chichester, NH 03234
Vice President, Assistant Secretary Robert A. Reed
P. O. Box 21008
Greensboro, NC 27420
Secretary Frederick C. Tedeschi
13 Eagle Trace
Wolfboro, NH 03894
Assistant Treasurer Donna M. Wilbur
21 Dwinell Drive
Concord, NH 03301
Assistant Vice President, Business Development Michael F. Murray
6 Morgan Drive
Bow, NH 03304
Assistant Vice President, Administration Margaret A. Salamy
6 Hope Lane
Bow, NH 03304
20
ITEM 11 - EXECUTIVE COMPENSATION
(a) GENERAL
The Company pays no remuneration to its Directors and Officers, nor does
it have any agreement, commitment, or plan to pay salaries or
compensation to any Director or Officer on other than a nominal basis.
The Service Company employs all of the personnel who perform business
functions for the Company, which personnel also perform functions for
affiliates of the Company.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth ownership of the Company's issued and
outstanding common stock as of March 31, 2003.
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
-------- ------------------- --------------------- -----------
Common Jefferson-Pilot Corporation 50,000 shares of record 100
100 N. Greene Street
Greensboro, NC 27401
(b) SECURITY OWNERSHIP OF MANAGEMENT
None.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Company has an agreement with JP Life whereby JP Life provides
service and joint operations. In addition, the Company utilizes
furniture, equipment and fixtures owned by one or more of the Insurance
Companies. The Company pays JP Life a fee, determined in accordance with
mutually agreed upon cost allocation methods, which the Companies
believe reflect a proportional allocation of common costs and are
commensurate for the performance of the applicable duties.
The Company has an intercompany loan agreement with Jefferson-Pilot
Corporation, whereby it may borrow money at short-term interest rates.
At December 31, 2003 the Company had $2,154,020 of loans outstanding.
(b) CERTAIN BUSINESS RELATIONSHIPS
See Item 10, Directors and Executive Officers of the Registrant.
ITEM 14 - CONTROLS AND PROCEDURES
Within the 90 days prior to the filing date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Securities Exchange Act of 1934 Rule 13a-15. Based upon
that evaluation, our management, including our CEO and CFO, concluded that our
disclosure controls and procedures were effective. Disclosure controls and
procedures are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
There have been no significant changes in our internal controls or in other
factors that could significantly affect our internal controls subsequent to the
date we carried out this evaluation
21
PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) This portion of item 15 appears on page 8 of this report.
(b) No Form 8-K was filed in the fourth quarter of 2003.
(c) Exhibits
(i) Pursuant to Rule 12b-23 and General Instruction G, the
following exhibits required to be filed with this Report
pursuant to the Instructions for Item 15 above are
incorporated by reference from the reference source cited in
the table below.
Reg S-K
Item 601
EXHIBIT
TABLE NO. DOCUMENT REFERENCE SOURCE
--------- -------- ----------------
(1) Distribution Agreement Form 10-K, filed
between the Company and March 15, 1990, for the
Chubb Securities Corporation year ended December 31,
dated March 1, 1990 1989, pp. 23-24
(3) (i) Articles of Incorporation Form 10-K, filed
of Company March 15, 1990, for the
year ended December 31,
1989, pp. 25-27
(ii) By-Laws of Company Form 10-K, filed
March 15, 1990, for the year ended
December 31, 1989, pp. 28-46
(4) (i) Agency Agreement and Form 10-K, filed
Limited Power of Attorney March 19, 1997, for the year ended
December 31, 1996, pp. 24-26
(ii) Change in Participant in Form 10-K, filed
Program March 19, 1997, for the year ended
December 31, 1996, pp.27-28
(iii) Disclosure Statement Form 10-K, filed
March 19, 1997, for the year ended
December 31, 1996, p. 29
(10) (a) Revolving Credit Agreement Form 10-K, filed
between the Company and March 19, 1997, for the year
SunTrust Bank, dated ended December 31, 1996, pp.
October 23, 1996 30-44
(b) Revolving Credit Note Form 10-K, filed
between the Company and March 19, 1997, for the year
SunTrust Bank dated ended December 31, 1996, pp.
October 23, 1996 45-46
22
(c) Guaranty between Chubb Life Form 10-K, filed
and SunTrust Bank dated March 19, 1997, for the year
October 23, 1996 ended December 31, 1996, pp. 47-53
(d) Receivables Purchase Agreement Form 10-K, filed
among the Company, Investors, March 30, 1998, for the year
Preferred Receivables Funding ended December 31, 1997, pp
Corporation and First National 27-75
Bank of Chicago dated
December 31, 1997
(e) Performance Guarantee by Form 10-K, filed
Jefferson-Pilot Corporation March 30, 1998, for the year
ended December 31, 1997,
pp.76-83
(f) Amendment No. 1 to the Receivables Form 10-K, filed
Receivables Purchase Agreement March 30, 1999, for the year
among the Company, Investors, ended December 31, 1998,
Preferred Receivables Funding pp. 31-33
Corporation and First National Bank
of Chicago dated June 29, 1998
(g) Amendment No. 2 to the Receivables Form 10-K, filed
Receivables Purchase Agreement March 30, 2000, for the year
among the Company, Investors, ended December 31, 1999,
Preferred Receivables Funding pp. 31-33
Corporation and First National Bank
of Chicago dated June 29, 1999
(h) Amendment No. 3 to the Receivables Form 10-K, filed
Receivables Purchase Agreement March 30, 2001 for the year
among the Company, Investors, ended December 31, 2000,
Preferred Receivables Funding pp. 28-30
Corporation and Bank One, NA
dated June 26, 2000
(i) Amendment No. 4 to the Receivables Form 10-K, filed
Receivables Purchase Agreement March 30, 2001 for the year
among the Company, Investors, ended December 31, 2000,
Preferred Receivables Funding pp. 31-33
Corporation and Bank One, NA
dated July 26, 2000
(j) Amendment No. 5 to the Receivables Form 10-K filed
Receivables Purchase Agreement March 30, 2002 for the year
among the Company, Investors, ended December 31, 2001,
Preferred Receivables Funding pp. 27-29
Corporation and Bank One, NA
dated July 25, 2001
(k) Amendment No. 6 to the Receivables Form 10-K filed
Receivables Purchase Agreement March 30, 2002 for the year
Among the Company, Investors, ended December 31, 2001,
Preferred Receivables Funding pp. 30-32
Corporation and Bank One, NA dated
October 21, 2001
23
(l) Waiver to the Receivables Form 10-K filed
Receivables Purchase Agreement March 28, 2003 for the year
Among the Company, Investors, ended December 31, 2002,
Preferred Receivables Funding pp. 26-28
Corporation and Bank One, NA
dated August 9, 2002
(m) Amendment No. 7 to the Receivables Form 10-K filed
Receivables Purchase Agreement March 28, 2003 for the year
Among the Company, Investors, ended December 31, 2002,
Preferred Receivables Funding pp. 29-31
Corporation and Bank One, NA dated
July 24, 2002
(22) Subsidiaries of the Registrant Form 10-K, filed
March 15, 1990, for the year ended
December 31, 1989, pp. 66
(ii) Filed by enclosure.
Reg S-K
Item 601
(10)
(a) Amendment No. 8 to the Receivables pp. 26-28
Receivables Purchase Agreement
Among the Company, Investors,
Preferred Receivables Funding
Corporation and Bank One, NA dated
July 23, 2003
(31) Chief Executive Officer Certifications Under Section 302
of Sarbanes-Oxley Act of 2002
(32) Chief Financial Officer Certifications Under Section 302
of Sarbanes-Oxley Act of 2002
(d) Financial Statement Schedules
All Schedules have been omitted since the required information is
not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required
is included in the financial statements and the notes thereto.
24
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.
DATE: March 19, 2004 HAMPSHIRE FUNDING, INC.
By: /s/ RONALD R. ANGARELLA
-----------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the registrant and in the capacities and on the
dates indicated have signed this report below.
NAME TITLE DATE
---- ----- ----
/s/ RONALD R. ANGARELLA Chairman, CEO, and Director March 19, 2004
- ---------------------------- Ronald R. Angarella
/s/ DAVID K. BOOTH President and Director March 19, 2004
- ---------------------------- David K. Booth
/s/ JOHN C. INGRAM Director March 19, 2004
- ---------------------------- John C. Ingram
/s/ JOHN A. WESTON Treasurer March 19, 2004
- ---------------------------- John A. Weston
/s/ RUSSELL C. SIMPSON Vice President and March 19, 2004
- ---------------------------- Chief Financial Officer
Russell C. Simpson
25
AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 8 (the "Amendment") is dated as of July 23, 2003 among
Hampshire Funding, Inc. (the "Seller" and the "Servicer"), the undersigned
Purchasers and Bank One, NA (formerly known as The First National Bank of
Chicago), as agent for the Purchasers (the "Agent").
W I T N E S S E T H:
WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are
parties to that certain Amended and Restated Receivables Purchase Agreement
dated as of May 5, 1998 (as previously amended, the "Agreement"); and
WHEREAS, the Seller, the Servicer, the undersigned Purchasers and the
Agent desire to amend the Agreement in certain respects more fully described
hereinafter;
NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meanings as attributed to such terms in the Agreement.
2. AMENDMENT TO THE DEFINITION OF LIQUIDITY TERMINATION DATE. The
definition of "Liquidity Termination Date" appearing in Exhibit I to the
Agreement is hereby amended by deleting the date "July 23, 2003" where it
appears therein and inserting the date "July 21, 2004" in lieu thereof.
3. AMENDMENT TO THE DEFINITION OF PURCHASER FEE PERCENTAGE. The
definition of "Purchaser Fee Percentage" set forth in Exhibit I to the Agreement
is hereby amended by deleting the percentage "0.26%" where it appears therein
and inserting the percentage "0.40%" in lieu thereof.
4. REAFFIRMATION OF PERFORMANCE GUARANTY. By acknowledging this
Amendment below, the Performance Guarantor hereby (i) acknowledges that the
Seller, the Servicer, the Purchasers and the Agent have entered into this
Amendment, which Amendment has been made available to and has been reviewed by
the Performance Guarantor and (ii) reaffirms that its obligations under the
Performance Guaranty and each other Transaction Document to which it is a party
continues in full force and effect with respect to the Agreement, as amended by
this Amendment .
5. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and
the undersigned Purchasers to enter into this Amendment each of the Seller and
the Servicer represents and warrants that:
5.1. The representations and warranties set forth in Article III of
the Agreement, as hereby amended, are true, correct and complete on the date
hereof as if made on and as of the date hereof and there exists no Event of
Default or Potential Event of Default on the date hereof.
5.2. The execution and delivery by each of the Seller and the Servicer
of this Amendment has been duly authorized by proper corporate proceedings of
the Seller and the Servicer and this Amendment, and the Agreement, as amended by
this Amendment, constitutes the legal, valid and binding obligation of the
Seller and the Servicer enforceable against the Seller and the Servicer in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or their similar laws relating
to or limiting creditors' rights generally.
5.3. Neither the execution and delivery by the Seller or the Servicer
of this Amendment, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof will violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Seller or the Servicer or the Seller's or the Servicer's certificate of
incorporation or by-laws or the provisions of any indenture, instrument or
agreement to which the Seller or the Servicer is a party or is subject, or by
which it or its property, is bound, or conflict with or constitute a default
there under.
26
6. EFFECTIVE DATE. This Amendment shall become effective as of the
date above first written upon receipt by the Agent of (i) counterparts of this
Amendment duly executed by the Seller, the Servicer, the Purchasers and the
Performance Guarantor and (ii) such other documents as the Agent or any
Purchaser may request.
7. RATIFICATION. The Agreement, as amended hereby, is hereby
ratified, approved and confirmed in all respects.
8. REFERENCE TO AGREEMENT. From and after the effective date hereof,
each reference in the Agreement to "this Agreement", "hereof", or "hereunder" or
words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as amended by this
Amendment.
9. COSTS AND EXPENSES. The Seller agrees to pay all costs, fees, and
out-of-pocket expenses (including attorneys' fees and time charges of attorneys
for the Agent, which attorneys may be employees of the Agent) incurred by the
Agent in connection with the preparation, execution and enforcement of this
Amendment.
10. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
11. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
27
IN WITNESS WHEREOF, the Seller, the Servicer, the undersigned Purchasers
and the Agent have executed this Amendment as of the date first above written.
HAMPSHIRE FUNDING, INC., as Seller and
Servicer
By:
-------------------------------
Title:
------------------------------------
PREFERRED RECEIVABLES FUNDING CORPORATION
By:
-------------------------------
Title: Authorized Signatory
BANK ONE, individually as an Investor and as Agent
By:
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Title: Director, Capital Markets
Acknowledged and confirmed by:
JEFFERSON-PILOT CORPORATION,
as Performance Guarantor
By:
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Title:
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