10-Q 1 g72726e10-q.txt UNION PLANTERS MORTGAGE FINANCE CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 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 000-23849 --------- UNION PLANTERS MORTGAGE FINANCE CORP. (Exact name of registrant as specified in its charter) Delaware 62-1712370 -------------------------------- --------------------------- (State or other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) Union Planters Administrative Center 7130 Goodlett Farms Parkway Cordova, Tennessee 38016 ------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (901) 580-6000 --------------- N/A (former name) Indicate by check mark whether the Registrant (i) 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 short period that the Registrant was required to file such report), and (ii) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ] As of October 31, 2001, the latest practicable date, there were 1,000 shares of Union Planters Mortgage Finance Corp. common stock outstanding. 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 10-Q with the reduced disclosure format. UNION PLANTERS MORTGAGE FINANCE CORP. FORM 10-Q INDEX

2 UNION PLANTERS MORTGAGE FINANCE CORP. BALANCE SHEET (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 3 UNION PLANTERS MORTGAGE FINANCE CORP. STATEMENT OF OPERATIONS (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 4 UNION PLANTERS MORTGAGE FINANCE CORP. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 5 UNION PLANTERS MORTGAGE FINANCE CORP. STATEMENT OF CASH FLOWS (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 6 UNION PLANTERS MORTGAGE FINANCE CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION. The financial statements include the accounts of Union Planters Mortgage Finance Corp. (the "Company") The Company was established September 5, 1997 as a wholly-owned, limited-purpose finance subsidiary of Union Planters Bank, National Association (the "Bank"), which in turn is an indirect wholly-owned subsidiary of Union Planters Corporation ("UPC"). The Company was organized to facilitate the securitization of loans and other assets through the issuance and sale of collateralized bonds and pass-through securities through trusts established by the Company. Securities issued through trusts will be secured primarily by residential mortgage loans and mortgage-backed certificates of various types. These financial statements do not include the accounts of the trusts established to carry out the issuance and sale of collateralized bonds and pass-through securities. USE OF ESTIMATES. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America and general practice within the financial services industry. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes; actual results could differ from these estimates. NOTE 2. SALE OF LOANS In July 2000, the Company securitized approximately $127 million in principal amount of FHA-insured and VA-guaranteed mortgage loans serviced by the Bank. In the July 2000 transaction, all of the expenses were borne by the Bank. The transaction was accounted for as a sale in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities." The following summarizes the transactions for the nine months ended September 30, 2001 and 2000.

7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the financial statements and related notes thereto. GENERAL Union Planters Mortgage Finance Corp. (the "Company") was established September 5, 1997 as a wholly-owned, limited-purpose, finance subsidiary of Union Planters Bank, National Association (the "Bank"), which in turn is an indirect wholly-owned subsidiary of Union Planters Corporation. The Company was organized to facilitate the securitization of residential mortgage loans and mortgage-backed certificates of various types through the issuance and sale of collateralized bonds and pass-through securities. The Company engaged in a single mortgage loan securitization transaction in each of the years 1998, 1999, and 2000. The Company has not engaged in any securitization transactions in the first nine months of 2001. In the future, the Company may finance other types of loans and assets. Results of operations for the nine months ended September 30, 2001 and 2000 included expenses related to the audit of the Company. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 8 UNION PLANTERS MORTGAGE FINANCE CORP. PART II - OTHER INFORMATION ITEM 1 -- LEGAL PROCEEDINGS None. ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3 -- DEFAULT UPON SENIOR SECURITIES None. ITEM 4-- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 -- OTHER INFORMATION None. ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 3.1 Certificate of Incorporation of the Registrant (Incorporated herein by reference to the Exhibits to Registrant's Registration Statement No. 333-35471 on Form S-3, filed September 12, 1997). 3.2 Amended and Restated Bylaws of the Registrant (Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16, 1998). 4.1 Standard Terms to Pooling and Servicing Agreement (January 1998 Edition) (Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16, 1998). 4.2 Form of Indenture between Registrant and Trustee (Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16, 1998). 4.3 Form of Trust Agreement between Registrant and Trustee (Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16, 1998). 4.4 Form of Deposit Trust Agreement between Registrant and Trustee (Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16, 1998). 4.5 Standard Terms to Pooling and Servicing Agreement (May 1998 Edition) (Incorporated herein by reference to Exhibit to the Registrant's Current Report on Form 8-K, filed June 11, 1998). 9 4.6 Copy of the Series 1998-1 Pooling and Servicing Agreement, dated as of May 1, 1998, by and among the Registrant, Union Planters Bank, N.A., as Master Servicer, The Bank of New York, as Contract of Insurance Holder, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit to the Registrant's Current Report on Form 8-K, filed June 11, 1998). 4.7 Copy of Series 1999-1 Pooling and Servicing Agreement, dated as of February 1, 1999, by and among the Registrant, Union Planters Bank, N.A., as Master Servicer, and Contract of Insurance Holder, and The Bank of New York, as Trustee (Incorporated herein by reference to Exhibit to the Registrant's Current Report on Form 8-K, filed March 2, 1999). 4.8 Copy of Series 2000-1 Pooling and Servicing Agreement, dated as of July 1, 2000, by and among the Registrant, Union Planters Bank, N.A., as Master Servicer and Contract of Insurance Holder, and the Bank of New York, as Trustee (Incorporated herein by reference to Exhibit to the Registrant's Current Report on Form 8-K, filed August 4, 2000). 99.1 Form of Sales Agreement between the Registrant, as Purchaser, and the Seller (Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16, 1998). 99.2 Form of Supplemental Servicing Agreement (Incorporated herein by reference to the Exhibits to Pre-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-35471 on Form S-3, filed January 16, 1998). (b) Reports on Form 8-K None 10 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 hereunto duly authorized. UNION PLANTERS MORTGAGE FINANCE CORP. (REGISTRANT) Date: November 14, 2001 By: /s/ Lou Ann Poynter ---------------------------------- Lou Ann Poynter President and Chief Executive Officer By: /s/ Douglas R. Miller ---------------------------------- Douglas R. Miller Vice President and Secretary 11

UNION PLANTERS MORTGAGE FINANCE CORP 10-Q