-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ODCJBFlGEeHcBXRZpvQLX0AlY6gW5nNbuDLL0Rq3MthJGhsc+K+KDuPvtN/sNR10 UqLogmEQuY07a5xDRvZErg== 0000833374-95-000013.txt : 19951228 0000833374-95-000013.hdr.sgml : 19951228 ACCESSION NUMBER: 0000833374-95-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951227 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER ACCEPTANCE CORP /MN/ CENTRAL INDEX KEY: 0000833374 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 411615279 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-21775 FILM NUMBER: 95604733 BUSINESS ADDRESS: STREET 1: PIPER JAFFRAY TOWER STREET 2: 222 S NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123426673 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER MORTGAGE CORP /MN/ DATE OF NAME CHANGE: 19880609 10-K 1 FORM 10-K FOR PREMIER ACCEPTANCE CORP 1995 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1995 Commission file numbers 33-21775, 33-25070 and 33-33261 PREMIER ACCEPTANCE CORPORATION (Exact name of Registrant as specified in its charter) Delaware 41-1615279 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Piper Jaffray Tower, 222 South 9th Street, Minneapolis, Minnesota 55402 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-342-6000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 1,000 shares of common stock were outstanding as of September 30, 1995, and were wholly owned by Piper Jaffray Companies Inc. THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) and (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) TABLE OF CONTENTS Page Number PART I. Item 1. Business 3 Item 2. Properties 3 Item 3. Legal Proceedings 3 Item 4. Submission of Matters to a Vote of Security Holders 3 PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 4 Item 6. Selected Financial Data 4 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 4 Management's Analysis 4 Item 8. Financial Statements and Supplementary Data 5 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 15 PART III. Item 10. Directors and Executive Officers of the Registrant 15 Item 11. Executive Compensation 15 Item 12. Security Ownership of Certain Beneficial Owners and Management 15 Item 13. Certain Relationships and Related Transactions 15 PART IV. Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K 16 SIGNATURES 19 INDEX TO EXHIBITS 20 PART I. Item 1. Business Premier Acceptance Corporation (the "Company"), is a wholly owned subsidiary of Piper Jaffray Companies Inc. (the "Parent"). The Company's Certificate of Incorporation limits the business activities in which it may engage to activities in connection with or related to the issuance of mortgage-backed bonds, as described below. The Company's activities include the issuance and sale of securities collateralized by certain mortgage related investments (certificates), directly or through trusts formed by the Company, and the investment of the proceeds in such certificates. The Company or such trusts purchase the certificates prior to or simultaneously with the issuance of the mortgage-backed bonds. The Company has filed shelf Registration Statements under the Securities Act of 1933 (the "Act") with the Securities and Exchange Commission, pursuant to which $900,000,000 in aggregate principal amount of the Company's mortgage-backed bonds were registered under the Act. At September 30, 1995, the Company has issued 34 series of bonds with an aggregate original principal amount of $529,950,000. Item 2. Properties The Company has no physical properties. Item 3. Legal Proceedings The Company is not party to any pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders Omitted pursuant to General Instruction J of Form 10-K. PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters As of September 30, 1995, all outstanding shares of the Company's common stock are owned directly by Piper Jaffray Companies Inc. and are not traded on any stock exchange or in any over-the-counter market. Item 6. Selected Financial Data Omitted pursuant to General Instruction J of Form 10-K. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Omitted pursuant to General Instruction J of Form 10-K. Management's Analysis (pursuant to General Instruction J of Form 10-K) Resources and Liquidity The Company's source of funds with respect to the mortgage-backed bonds is the receipt of payments of principal and interest, including prepayments, on the mortgage-backed collateral certificates securing the bonds, together with the reinvestment income thereon. The Company expects that, at all times, the aggregate future receipts of principal and interest on the certificates, together with reinvestment income thereon, will exceed the aggregate of future amounts due as payments of principal and interest on the mortgage-backed bonds, as well as payments of other liabilities. The deferred bond issuance costs and original issue discounts on the collateral are amortized as bonds are redeemed. Results of Operations The Company's interest income and interest expense are directly related to the issuance and sale of mortgage-backed bonds and have increased significantly over fiscal 1994 due to the issuance of $54,400,000 in bonds during fiscal 1995. The Company recorded net interest expense of $100,980 for fiscal 1995, due primarily to the liquidation of collateral related to called bonds, occurring prior to the date the bonds were actually called. Comparatively, the Company recorded net interest income of $24,639 and $48,864 for fiscal 1994 and 1993, respectively. The Company called mortgage-backed bonds with aggregate principal balances of $1,481,000, $0, and $7,136,000 during fiscal years 1995, 1994 and 1993, respectively, and liquidated the corresponding collateral. These transactions resulted in pre-tax net gains of $256,646, $0, and $332,376, respectively. See Note 3 of the financial statements. General and administrative expenses include $101,463, $0, and $65,000 of management fees paid to Piper Jaffray Inc., an affiliate, for services related to the issuance or call of bonds during fiscal years 1995, 1994 and 1993, respectively. During fiscal 1995, the Company issued three series of mortgage-backed bonds with an aggregate original principal amount of $54,400,000. The bonds have stated maturities through 2025 and stated interest rates between 8% and 8.15%. The actual maturities may be shortened by prepayments on the collateral. Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Independent Auditors' Report 6 Statements of Financial Condition 7 Statements of Operations 8 Statements of Stockholder's Equity 9 Statements of Cash Flows 10 Notes to Financial Statements 11-13 All schedules are omitted because they are not required, are inapplicable, or the information is included in the financial statements or notes thereto. INDEPENDENT AUDITORS' REPORT Board of Directors Premier Acceptance Corporation Minneapolis, Minnesota We have audited the accompanying statements of financial condition of Premier Acceptance Corporation (a wholly owned subsidiary of Piper Jaffray Companies Inc.) as of September 30, 1995 and 1994, and the related statements of operations, stockholder's equity and cash flows for each of the three years in the period ended September 30, 1995. 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 generally accepted auditing standards. 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 Premier Acceptance Corporation as of September 30, 1995 and 1994, and the results of its operations and cash flows for each of the three years in the period ended September 30, 1995, in conformity with generally accepted accounting principles. As discussed in Note 2 to the financial statements, in 1995 the Company adopted Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. /s/ Deloitte & Touche LLP Minneapolis, Minnesota November 8, 1995 PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF FINANCIAL CONDITION
Sept. 30 Sept. 30 1995 1994 ASSETS Cash ............................................................. $ 1,047,239 $ 16,762 Interest receivable .............................................. 360,943 13,400 Investments pursuant to mortgage-backed bonds .................... 55,364,807 1,575,444 Receivable from Parent ........................................... 62,487 3,328,341 Unamortized bond issuance costs .................................. 2,024,297 168,803 Deferred tax assets .............................................. -- 50,591 ----------- ----------- $58,859,773 $ 5,153,341 =========== =========== LIABILITIES AND STOCKHOLDER'S EQUITY Mortgage-backed bonds payable .................................... $53,908,000 $ 1,600,916 Interest payable on bonds ........................................ 729,610 26,513 Bond redemptions payable ......................................... 169,000 1,244 Deferred tax liabilities ......................................... 1,523,110 -- Other liabilities ................................................ 1,803 119 ----------- ----------- 56,331,523 1,628,792 ----------- ----------- Stockholder's equity: Common stock, $1 par value, 1,000 shares authorized, issued and outstanding ........................... 1,000 1,000 Additional paid-in capital .................................... 35,000 35,000 Net unrealized holding gains on investment securities available for sale ..................... 2,293,501 -- Retained earnings ............................................. 198,749 3,488,549 ----------- ----------- 2,528,250 3,524,549 ----------- ----------- $58,859,773 $ 5,153,341 =========== ===========
See accompanying notes to financial statements. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF OPERATIONS
Year ended Year ended Year ended Sept. 30, Sept. 30, Sept. 30, 1995 1994 1993 REVENUES: Interest income ............................ $ 3,411,506 $ 230,241 $ 496,838 Interest expense ........................... 3,512,486 205,602 447,974 ----------- --------- --------- Net interest (expense) income ............. (100,980) 24,639 48,864 Net gain on accretion or amortization of discount on investments or premium on bonds ........... 68,285 44,428 67,644 Net gain related to bond call .............. 256,646 -- 332,376 ----------- --------- --------- Total revenue .............................. 223,951 69,067 448,884 ----------- --------- --------- EXPENSES: Amortization of bond issuance costs on redemptions ...................... 20,160 40,130 62,451 General and administrative ................. 149,283 76,872 161,549 ----------- --------- --------- Total expenses ............................. 169,443 117,002 224,000 ----------- --------- --------- INCOME (LOSS) BEFORE INCOME TAXES ............................... 54,508 (47,935) 224,884 INCOME TAX EXPENSE (BENEFIT) ................. 21,258 (17,736) 89,953 ----------- --------- --------- NET INCOME (LOSS) ............................ $ 33,250 $ (30,199) $ 134,931 =========== ========= =========
See accompanying notes to financial statements. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF STOCKHOLDER'S EQUITY
Net Total Additional Unrealized Stock- Common Paid-in Retained Holding holder's Stock Capital Earnings Gains Equity Sept. 25, 1992 ......... $ 1,000 $ 35,000 $3,383,817 $ -- $3,419,817 Net income ........... 134,931 134,931 ----------- ----------- ---------- ---------- ---------- Sept. 30, 1993 ......... 1,000 35,000 3,518,748 3,554,748 Net loss ............. (30,199) (30,199) ----------- ----------- ---------- ---------- ---------- Sept. 30, 1994 ......... 1,000 35,000 3,488,549 3,524,549 Change in net unrealized holding gains on investment securities available for sale ........... 2,293,501 2,293,501 Dividend ............. (3,323,050) (3,323,050) Net income ........... 33,250 33,250 ----------- ----------- ---------- ---------- ---------- Sept. 30, 1995 ......... $ 1,000 $ 35,000 $ 198,749 $2,293,501 $2,528,250 =========== =========== ========== ========== ==========
See accompanying notes to financial statements. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF CASH FLOWS
Year ended Year ended Year ended Sept. 30, Sept. 30, Sept. 30, 1995 1994 1993 OPERATING ACTIVITIES: Net income (loss) .............................................. $ 33,250 $ (30,199) $ 134,931 Adjustments to reconcile net income (loss) to net cash used in operating activities: Amortization of bond issuance costs ............................................ 20,160 40,132 300,248 Deferred income taxes ....................................... 44,700 (50,591) -- Recognition of discount on investments ............................................ 67,261 (29,569) (342,814) Change in: Interest receivable ....................................... (347,543) 11,991 73,113 Interest payable on bonds ................................. 703,097 (24,560) (152,076) Bond redemptions payable ................................. 167,756 (80,252) (690,356) Receivable from parent .................................... 3,265,854 -- -- Other .................................................... 1,684 84,117 164,990 ------------ ----------- ----------- Net cash provided by (used in) operating activities .................................. 3,956,219 (79,931) (511,964) ------------ ----------- ----------- FINANCING ACTIVITIES: Issuance of mortgage-backed bonds .............................. 54,400,000 -- -- Purchase of investments pursuant to mortgage-backed bonds ........................................ (52,827,183) -- -- Bond issuance costs incurred ................................... (1,875,654) -- -- Mortgage-backed bonds called ................................... (1,481,022) -- (7,136,000) Redemption of mortgage-backed bonds ............................ (611,894) (1,453,008) (2,275,201) Sale of investments and funds pursuant to mortgage-backed bonds ............................ 1,473,266 -- 7,189,628 Principal redemption on investments pursuant to mortgage-backed bonds ............................ 1,319,795 1,438,877 2,252,254 Dividend payment to parent ..................................... (3,323,050) -- -- ------------ ----------- ----------- Net cash (used in) provided by financing activities ............................... (2,925,742) (14,131) 30,681 ------------ ----------- ----------- INCREASE (DECREASE) IN CASH .................................... 1,030,477 (93,062) (481,283) CASH AT BEGINNING OF YEAR ...................................... 16,762 109,824 591,107 ------------ ----------- ----------- CASH AT END OF YEAR ............................................ $ 1,047,239 $ 16,762 $ 109,824 ============ =========== ===========
See accompanying notes to financial statements PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) NOTES TO FINANCIAL STATEMENTS Years ended September 30, 1995, 1994 and 1993 1. ORGANIZATION AND BUSINESS ACTIVITY The Company is a wholly owned subsidiary of Piper Jaffray Companies Inc. (the "Parent"). The Company's Certificate of Incorporation limits the business activities in which it may engage to activities in connection with or related to the issuance of mortgage-backed bonds, as described in Note 3. The Company's activities include the issuance and sale of securities collateralized by certain mortgage related investments (certificates), directly or through trusts formed by the Company, and the investment of the proceeds in such certificates. The Company or such trusts purchase the certificates prior to or simultaneously with the issuance of the mortgage-backed bonds. The Company has filed Registration Statements under the Securities Act of 1933 (the Act) with the Securities and Exchange Commission, pursuant to which $900,000,000 in aggregate principal amount of the Company's mortgage-backed bonds were registered under the Act. At September 30, 1995, the Company has issued thirty-four series of bonds with an aggregate original principal amount of $529,950,000. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company adopted Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities during fiscal 1995. Investments pursuant to mortgage-backed securities are classified as available for sale, and are carried at market value based upon quoted market prices with a cost of $51,542,305 at September 30, 1995. The effect on the Company's financial statements was an unrealized holding gain of $2,293,501, net of related taxes, recorded in the fourth quarter. The effect of this gain on each of the quarters in fiscal 1995 would have been an incremental net increase to stockholder's equity of $432,292, $630,678, $1,085,869 and $144,662, respectively. At September 30, 1994 these investments were recorded at par value less unaccreted discount, with a market value of $1,715,524. Due to the nature of its business, securities classified as available for sale are held as collateral for outstanding mortgage-backed bonds, and such securities are not salable before the bonds are callable, at some future date. In addition, the market value of GNMA and FNMA securities fluctuate significantly as interest rates change; therefore, the market value of such securities as of the future redemption dates may vary significantly from the current date, and the realization of any unrealized gain is not assured. When the market is such that the value of the securities is less than the amortized cost, the Company has the expectation that such securities would be held to maturity as collateral for the related mortgage-backed bonds, and the Company would not realize any unrealized losses. Thus, no tax benefit would be recognized for unrealized losses for the Company's investment in available for sale securities. The Company does recognize deferred tax liabilities resulting from unrealized gains on available for sale securities. Unamortized bond issuance costs consist of underwriting and other expenses of issuance and distribution. Such costs are amortized as bonds are redeemed. Cash includes monthly principal and interest payments from investments pursuant to mortgage-backed bonds, which are not used to redeem mortgage-backed bonds until the month following receipt. 3. MORTGAGE-BACKED BONDS The Company periodically issues mortgage-backed bonds (the "bonds") which are collateralized by GNMA or FNMA certificates and guaranteed as to payment of principal and interest by the Government National Mortgage Association or the Federal National Mortgage Association. The bonds are obligations solely of the Company and bondholders' only recourse is to the underlying series' collateral. The collateral, which has been purchased with the issuance proceeds, is held by a trustee and is carried at market value under SFAS No. 115, as discussed in Note 2. At September 30, 1994 the collateral was carried at par less unaccreted discount. Principal and interest payments on the collateral are used to meet the debt service of the respective bonds. During fiscal 1995, the Company issued three series of mortgage-backed bonds with an aggregate original principal amount of $54,400,000. The bonds have stated maturities through 2025 and stated interest rates between 8% and 8.15%. The actual maturities may be shortened by prepayments on the collateral. The Company exercised call provisions on mortgage-backed bonds aggregating $1,481,000, $0, and $7,136,000 in fiscal 1995, 1994 and 1993, respectively. The exercise of the call provisions and the related liquidation of collateral resulted in a pre-tax net gain of $256,646, $0, and $332,376 in 1995, 1994 and 1993, respectively. The issuance of six series of bonds with an aggregate original principal amount of $176,145,000 and the related purchase of collateral certificates has been accounted for financial reporting purposes as a sale. Accordingly, the assets, liabilities, interest income, and interest expense relating to these series do not appear on the financial statements of the Company. At September 30, 1995 and 1994, the aggregate amount outstanding was approximately $29,574,000 and $34,380,000, respectively. 4. INCOME TAXES The Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, effective October 1, 1993. Implementation resulted in no material effect on stockholder's equity. The Company files a consolidated federal income tax return and unitary state tax returns with its Parent and affiliates. Payments are made to the Parent each month for federal and state income taxes computed on pre-tax book income using the consolidated effective tax rate. Deferred income taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities. Adjustments to deferred tax assets and liabilities are periodically settled with the Parent. As of September 30, 1995, the Company's deferred tax liability was comprised of a $1,529,002 deferred tax liability related to the unrealized holding gain on investment securities available for sale, net of a $5,891 deferred tax asset resulting from income recognition differences for residual interests. At September 30, 1994 the deferred tax asset was primarily the result of income recognition differences for residual interests. 5. RELATED PARTY TRANSACTIONS The Company has entered into an agreement with the Parent, stating that Premier may advance excess cash to the Parent for a specified period of time and the Parent shall pay interest to Premier at the stated rate of one-half of one percent over the broker call rate. At September 30, 1995 and 1994, $62,487 and $3,328,341, respectively, was receivable from the Parent. During fiscal 1995, the Company entered into a borrowing arrangement with the Parent pursuant to the issuance of three series of mortgage-backed bonds. The borrowing was in the form of a note payable from Premier to the Parent, bearing interest at one-half of one percent over the broker call rate. The note was paid in full at September 30, 1995. The Company paid $13,332 in interest expense to the Parent through September 30, 1995. The Company is charged for certain expenses by the Parent based on specifically identified cost allocations. In addition, the Company's broker/dealer affiliate, Piper Jaffray Inc. (Piper Jaffray), provided the Company with accounting and administrative services, including services of officers. Beginning October 1, 1995 these accounting and administrative services will be provided by the Parent. For fiscal years ended 1995, 1994 and 1993, the Company was charged $19,000, $60,000 and $60,000, respectively for such services. These charges are subject to periodic reevaluation based upon the number of mortgage-backed bond series' outstanding and the nature of services provided. The Company's costs are not necessarily indicative of the costs that would have been incurred had the Company operated independently. During fiscal 1995, the Company paid a management fee of $101,463 to Piper Jaffray for services related to the issuance of mortgage-backed bonds. The company also paid brokerage commissions of $6,000 to Piper Jaffray relating to the sale, to a non-affiliated third party, of residual interests on one series of mortgage-backed bonds. During fiscal years 1994 and 1993, the Company paid management fees of $0 and $65,000 to Piper Jaffray for services related to the call of bonds. No bonds were issued or called in fiscal 1994. These fees and commissions were included in general and administrative expenses in the Statement of Operations. In connection with the issuance of mortgage-backed bonds, Piper Jaffray, acting as underwriter, received underwriting discounts of $468,337 for the year ended September 30, 1995. These costs are capitalized on the Company's statement of financial condition as unamortized bond issuance costs. On December 12, 1994, the Board of Directors declared and the Company paid a dividend to the Parent of $3,323,050. 6. SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION The Company paid $2,809,389, $230,162, and $600,050 of interest expense for fiscal years 1995, 1994 and 1993, respectively. The Company paid $50,597, $15,854, and $89,953 of income taxes to the Parent for fiscal years 1995, 1994 and 1993, respectively. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure There was no change of accountants or disagreement with accountants on any matter of accounting principle or practice or financial disclosure. PART III. Item 10. Directors and Executive Officers of the Registrant Omitted pursuant to General Instruction J of Form 10-K. Item 11. Executive Compensation Omitted pursuant to General Instruction J of Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management Omitted pursuant to General Instruction J of Form 10-K. Item 13. Certain Relationships and Related Transactions Omitted pursuant to General Instruction J of Form 10-K. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K (a)(1) Financial Statements. The following financial statements are included in Part II, Item 8: Independent Auditors' Report Statements of Financial Condition Statements of Operations Statements of Stockholder's Equity Statements of Cash Flows Notes to Financial Statements (a)(2) Financial Statement Schedules. All schedules have been omitted because they are either inapplicable or the required information is included in the financial statements or notes thereto. (a)(3) Exhibits. 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to Form S-11 filed May 11, 1988). 3.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to Form S-11 filed May 11, 1988). 3.3 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3(c) to Amendment No. 1 to Form S-11 filed June 6, 1988). 4.1 Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated November 23, 1988). 4.2 Series Supplement dated as of June 29, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-B Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated June 27, 1989). 4.3 Series Supplement dated as of August 30, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-C Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated August 30, 1989). Item 14. (Continued) (a)(3) Exhibits. 4.4 Series Supplement dated as of November 29, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-D Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated November 29, 1989). 4.5 Series Supplement dated as of December 19, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 19, 1989). 4.6 Supplemental Indenture dated as of December 21, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 19, 1989). 4.7 Supplemental Indenture dated as of December 28, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.3 to Form 8-K dated December 19, 1989). 4.8 Series Supplement dated as of March 27, 1990 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1990-I Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated March 27, 1990). 4.9 Series Supplement dated as of September 27, 1990 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1990-II Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated September 26, 1990). 4.10 The resignation of First Trust National Association as trustee for the Company's Mortgage-Backed Bonds, Series 1 through 5 and the resignation of First Bank National Association as trustee for the Company's Mortgage-Backed Bonds, Series 6 through 25, Series 1989-A through 1989-E and Series 1990-I and Series 1990-II. Norwest Bank Minnesota, National Association was appointed successor trustee to both First Trust National Association and First Bank National Association under the indentures pursuant to which such bonds have been issued (incorporated by reference to Item 5. in Form 8-K dated June 28, 1991). Item 14. (Continued) (a)(3) Exhibits. 4.11 Amendment and Series Supplement dated as of October 31, 1991 to Indenture as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and Norwest Bank Minnesota, National Association, as Trustee, relating to Series 1989-E Bonds (incorporated by reference to Exhibit 4.65 in Form 10-K dated September 27, 1991). 4.12 Amendment and Series Supplement dated as of October 31, 1991 to Indenture as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and Norwest Bank Minnesota, National Association, as Trustee, relating to Series 1990-II Bonds (incorporated by reference to Exhibit 4.66 in Form 10-K dated September 27, 1991). 4.13 Series Supplement dated November 23, 1994 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 26 (incorporated by reference to Exhibit 4.2 to Form 8-K dated November 23, 1994). 4.14 Series Supplement dated December 23, 1994 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 27 (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 23, 1994). 4.15 Series Supplement dated February 23, 1995 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 28 (incorporated by reference to Exhibit 4.1 to Form 8-K dated February 23, 1995). 4.16 Revolving Credit Agreement between Piper Jaffray Companies, as borrower, and Premier Acceptance Corporation, as lender, dated September 1, 1995. 23 Consent of Deloitte & Touche llp, Independent Auditors. 27 Financial Data Schedule (b) Reports on Form 8-K - None. (c) Exhibits filed as part of this report are included in Item 14.(a)(3) above. (d) Financial Statement Schedules required by Regulation S-X are included in Part II, Item 8 above. 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. PREMIER ACCEPTANCE CORPORATION (Registrant) By: /s/ ANDREW S. DUFF ANDREW S. DUFF President and Director /s/ DEBORAH K. ROESLER DEBORAH K. ROESLER Treasurer (Principal Financial and Accounting Officer) and Director Dated: December 19, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the date indicated: /s/ FRANCIS E. FAIRMAN, IV Director /s/ DAVID B. HOLDEN Director FRANCIS E. FAIRMAN, IV DAVID B. HOLDEN /s/ MARK A. LINDGREN Director /s/ BRIAN J. RANALLO Director MARK A. LINDGREN BRIAN J. RANALLO /s/ CHARLES NEERLAND Director /s/ BRADLEY F. ZILKA Director CHARLES NEERLAND BRADLEY F. ZILKA Dated: December 19, 1995 PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) INDEX TO EXHIBITS Exhibit Description of Exhibit Form of Filing 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to Form S-11 filed May 11, 1988). 3.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to Form S-11 filed May 11, 1988). 3.3 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3(c) to Amendment to Form S-11 filed June 6, 1988). 4.1 Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated November 23, 1988). 4.2 Series Supplement dated as of June 29, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-B Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated June 27, 1989). 4.3 Series Supplement dated as of August 30, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-C Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated August 30, 1989). 4.4 Series Supplement dated as of November 29, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-D Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated November 29, 1989). 4.5 Series Supplement dated as of December 19, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 19, 1989). 4.6 Supplemental Indenture dated as of December 21, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated December 19, 1989). 4.7 Supplemental Indenture dated as of December 28, 1989 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1989-E Bonds (incorporated by reference to Exhibit 4.3 to Form 8-K dated December 19, 1989). 4.8 Series Supplement dated as of March 27, 1990 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1990-I Bonds (incorporated by reference to Exhibit 4.1 to Form 8-K dated March 27, 1990). 4.9 Series Supplement dated as of September 27, 1990 to Indenture dated as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and First Bank National Association, as Trustee, relating to the Series 1990-II Bonds (incorporated by reference to Exhibit 4.2 to Form 8-K dated September 26, 1990). 4.10 The resignation of First Trust National Association as trustee for the Company's Mortgage-Backed Bonds, Series 1 through 5 and the resignation of First Bank National Association as trustee for the Company's Mortgage-Backed Bonds, Series 6 through 25, Series 1989-A through 1989-E and Series 1990-I and Series 1990-II. Norwest Bank Minnesota, National Association was appointed successor trustee to both First Trust National Association and First Bank National Association under the indentures pursuant to which such bonds have been issued (incorporated by reference to Item 5. in Form 8-K dated June 28, 1991). 4.11 Amendment and Series Supplement dated as of October 31, 1991 to Indenture as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and Norwest Bank Minnesota, National Association, as Trustee, relating to Series 1989-E Bonds (incorporated by reference to Exhibit 4.65 in Form 10-K dated September 27, 1991). 4.12 Amendment and Series Supplement dated as of October 31, 1991 to Indenture as of November 23, 1988 between Premier Acceptance Corporation, as Issuer, and Norwest Bank Minnesota, National Association, as Trustee, relating to Series 1990-II Bonds (incorporated by reference to Exhibit 4.66 in Form 10-K dated September 27, 1991). 4.13 Series Supplement dated November 23, 1994 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 26 (incorporated by reference to Exhibit 4.2 to Form 8-K dated November 23, 1994). 4.14 Series Supplement dated December 23, 1994 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 27 (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 23, 1994). 4.15 Series Supplement dated February 23, 1995 to Indenture dated November 23, 1988 between Premier Acceptance Corporation, as issuer, and Norwest Bank Minnesota, National Association, as trustee, relating to Series 28 (incorporated by reference to Exhibit 4.1 to Form 8-K dated February 23, 1995). 4.16 Revolving Credit Agreement between Piper Jaffray electronic Companies, as borrower, and Premier Acceptance transmission Corporation, as lender, dated September 1, 1995. 23 Consent of Deloitte & Touche llp, Independent Auditors electronic transmission 27 Financial Data Schedule electronic transmission EX-4 2 EXHIBIT 4.16 Exhibit 4.16 REVOLVING CREDIT AGREEMENT THIS AGREEMENT is entered into as of September 1, 1995 between Piper Jaffray Companies Inc., a Delaware corporation ("Borrower"), and Premier Acceptance Corporation ("Lender"). 1. Certain Definitions and Index to Definitions. A. Accounting Terms. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles and practices consistently applied. B. Definitions. Unless otherwise defined herein, the following terms shall have the following respective meanings except as the context shall otherwise require: "Advance" shall mean an advance under the Revolving Credit described in Section 2.A hereof. "Agreement" means this Revolving Credit Agreement. "Base Rate" shall mean the broker call rate as set forth as "BKR" on page 5 of Dow Jones Telerate. "Credit Accommodation" shall refer to any extension of credit by Lender to Borrower hereunder, including the making of any Advance. "Documents" shall include this Agreement, the Revolving Credit Note, any amendments thereto, and any other documents or instruments heretofore, now or hereafter executed, pursuant to this Agreement or any of the aforesaid Documents. "Events of Default" shall have the meaning given to that term in Section 9 hereof. "Indebtedness" of any Person shall mean all items of indebtedness which, in accordance with generally accepted accounting principles and practices, would be deemed a liability of such Person as of the date as of which indebtedness is to be determined, and shall also include all indebtedness and liabilities of others assumed or guaranteed by such Person or in respect of which such Person is secondarily or contingently liable (other than by endorsement of instruments in the course of collection) whether by reason of any agreement to acquire such indebtedness, to supply or advance sums, or otherwise. "Lending Office" shall refer to Lender's office described in Section 13.D below. "Maximum Revolving Credit Commitment" shall be Three Million and no/100 Dollars ($3,000,000.00). "Obligations" shall mean and include all obligations of Borrower under this Agreement, the Revolving Credit Note, and all other loans, advances, debts, liabilities, obligations, letters of credit, or acceptance transactions, trust receipt transactions, or any other financial accommodations, owing by Borrower to Lender of every kind and description (whether or not evidenced by any note or other instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or arising hereafter including, without limitation, all interest, fees, charges, expenses, attorneys' fees, and accountants' fees chargeable to Borrower or incurred by Lender in connection with its dealings with Borrower. "Outstanding Balance" shall mean the aggregate amount, as shown on the books of the Lender, of any and all Advances to or on behalf of Borrower under the Revolving Credit whenever made, interest thereon and any and all other expenditures made by Lender pursuant to this Agreement outstanding at any one time. "Person" shall mean any entity, government, governmental agency or any other entity and whether acting in an individual, fiduciary or other capacity. "Revolving Credit" means the revolving credit facility described in Section 2.A of this Agreement. "Revolving Credit Interest Rate" shall mean a variable rate equal to one-half percent (0.50%) per annum in excess of the Base Rate. Any change in the Revolving Credit Interest Rate shall be effective as of the date of any change in the Base Rate. "Revolving Credit Note" means that certain Revolving Promissory Note, dated as of the date hereof, in the amount of $3,000,000, including any amendment thereto. "Subsidiary" means any corporation or similar entity of which more than fifty percent (50%) of the outstanding stock having ordinary voting power (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by Borrower and/or any subsidiary. "Termination Date" means the earlier of August 30, 2000 or the date on which the Lender elects to terminate this Agreement pursuant to the terms hereof. 2. Revolving Credit Facility. A. Advances; Borrowing Base. Subject to the terms and conditions of this Agreement, from the date on which this Agreement becomes effective until the Termination Date, Lender, upon the request of Borrower, shall from time to time advance to Borrower excess cash balances of Lender not needed in the immediate future for the operations of Lender. B. General. All Advances by Lender shall be made by inter company transfer. C. Maximum Revolving Credit Commitment. Notwithstanding the foregoing, the Outstanding Balance shall not exceed the Maximum Revolving Credit Commitment. D. Authorization for Advances. Lender is authorized to make Advances under the Revolving Credit upon (1) telephonic or other instructions received from anyone purporting to be an officer, employee or representative of Borrower; and (2) upon compliance with the Proceedures Relating to Transactions With Affiliates as adopted by Lender. E. Revolving Credit Note. All Advances made by the Bank under this Section 2 shall be evidenced by and repayable with interest at the Revolving Credit Interest Rate in accordance with the Revolving Credit Note. 3. Intentionally Ommitted. 4. Payments by Borrower. A. General. All payments hereunder shall be made by Borrower to Lender at the Lending Office, or at such other place as Lender may designate in writing. B. Revolving Credit Payments. (1) Borrower shall have the right to make payment at any time in reduction of the Outstanding Balance, in whole or in part, without premium or penalty; provided, however, any such payment shall be applied first to past-due interest and other charges due from Borrower to Lender, irrespective of any contrary instructions of Borrower. Any amount so repaid shall become available for future Advances subject to the terms and conditions of this Agreement. (2) Borrower shall promptly pay, on demand by Lender, the Outstanding Balance. (3) On the Termination Date, the entire Outstanding Balance shall be due and payable without demand or notice. C. Interest on Revolving Credit. (1) From the date hereof until termination of this Agreement, the Outstanding Balance shall accrue interest daily at a rate equal to the Revolving Credit Interest Rate; provided, however, that any Obligation not paid when due (whether pursuant to an Event of Default or otherwise, and before as well as after judgment) shall accrue interest daily at a rate equal to the Revolving Credit Interest Rate plus two percent (2.0%). (2) Interest shall be due in arrears on the last day of each calendar quarter and shall be computed on the basis of a 360-day year for actual days elapsed. 5. Conditions Precedent. A. First Credit Accommodation. As conditions precedent to Lender's obligation to make the first Credit Accommodation available to Borrower: (1) Borrower shall deliver, or cause to be delivered, to Lender: (a) a duly executed copy of this Agreement; (b) the duly executed Revolving Credit Note; (2) All acts, conditions, and things (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of the Documents to constitute the same legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in compliance with all applicable laws. (3) All documentation shall be satisfactory in form and substance to Lender, and Lender shall have received any and all further information, documents and opinions which Lender may reasonably have requested in connection therewith, such documents, where appropriate, to be certified by proper authorities and officials of Borrower. B. All Credit Accommodations. As conditions precedent to Lender's obligation to make any Credit Accommodation available to Borrower, including any Advance, on the date such Credit Accommodation is requested: (1) All representations and warranties of Borrower to Lender set forth herein or in any of the Documents shall be accurate and complete in all respects; (2) The Outstanding Balance after giving effect to such Advance shall not exceed the Maximum Revolving Credit Committment; and (3) There shall not exist an Event of Default or an event which with the giving of notice or passage of time, or both, would be an Event of Default. By making a request for a Credit Accommodation, Borrower represents and warrants the accuracy of the matters set forth in this paragraph B on and as of the date of such request. 6. Representations and Warranties of Borrower. Borrower represents and warrants to Lender as follows: A. Capacity. Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is authorized to do business in the jurisdictions in which its ownership of property or conduct of business legally requires such authorization, and has full power, authority, and legal right to own its properties and assets and to conduct its business as presently conducted or proposed to be conducted. B. Authority. Borrower has full power, authority and legal right to execute and deliver, and to perform and observe the provisions of the Documents to be executed by Borrower. The execution, delivery and performance of such Documents have been duly authorized by all necessary action, and when duly executed and delivered, will be legal, valid, and binding obligations of Borrower enforceable in accordance with their respective terms. C. Compliance with Corporate Documents and Indebtedness. The execution and delivery of the Documents and compliance with their terms will not violate Borrower's Certificate of Incorporation or Bylaws or any provision of applicable law and will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge, or encumbrance upon any properties of Borrower pursuant to, or constitute a default (with due notice or lapse of time or both) or result in an occurrence of an event pursuant to which any holder or holders of Indebtedness may declare the same due and payable. D. Litigation; Compliance with Laws. Except as heretofore disclosed by Borrower to Lender in writing, there are no actions or proceedings pending, or to the knowledge of Borrower threatened, against or affecting Borrower which, if adversely determined, could have a material adverse effect on Borrower. Borrower is not in default with respect to any applicable laws or regulations which affect the operations or financial condition of Borrower, nor is it in default with respect to any other writ, injunction, demand, or decree or in default under any indenture, agreement, or other instrument to which Borrower is a party or by which Borrower may be bound. E. Taxes. Borrower has filed or caused to be filed all tax returns which are required to be filed by it. Borrower has paid, or made provision for the payment of, all federal, state and local taxes which have or may have become due pursuant to said returns or otherwise or pursuant to an assessment received by Borrower, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. The charges, accruals, and reserves in respect of income taxes on the books of Borrower are adequate. Borrower knows of no proposed material tax assessment against it and no extension of time for the assessment of federal, state, or local taxes of Borrower is in effect or has been requested. 7. Affirmative Covenants of Borrower. Until payment in full of the Obligations, Borrower agrees that: A. General. Borrower will (1) maintain accurate books and records concerning its business, (2) upon request, furnish to Lender such information, statements, lists of property and accounts, budgets, forecasts, or reports as Lender may reasonably request with respect to the business, affairs, and financial condition of Borrower, and (3) permit Lender or representatives thereof, upon reasonable notice to Borrower, to inspect the properties of Borrower and to inspect, audit, make copies of, and make extracts from the books or accounts of Borrower. Any inspection made by Lender shall be done during normal business hours and shall be accomplished in a manner so as to minimize disruption of Borrower's normal business activities. B. Expenses. Borrower will pay and save Lender harmless from any and all liability with respect to any stamp or other taxes (other than Lender's income taxes) which may be determined to be payable in connection with the making of the Documents or any action of Lender with respect to the Revolving Credit C. Notice of Events. Borrower will at once give Lender written notice of any Event of Default or any event which with the giving of notice or passage of time, or both, would become an Event of Default. D. Other Debt. Borrower will promptly pay and discharge any and all Indebtedness when due, and lawful claims which, if unpaid, might become a lien or charge upon the property of Borrower, except such as may in good faith be contested or disputed or for which arrangements for deferred payment have been made, provided appropriate reserves are maintained to the satisfaction of Lender for the eventual payment thereof in the event it is found that such Indebtedness is an Indebtedness payable by Borrower, and when such dispute or contest is settled and determined, will promptly pay the full amount then due. E. Cooperation. Borrower will execute and deliver to Lender any and all documents, and do or cause to be done any and all other acts reasonably deemed necessary by Lender, in its sole discretion, to effect the provisions and purposes of this Agreement. F. Change of Name, Location of Chief Place of Business or Collateral. Borrower will give Lender written notice immediately upon forming an intention to change (i) its name, (ii) the location of its chief place of business, or (iii) the location of any of the Collateral. G. Maintenance of Existence. Borrower will preserve and maintain its legal existence and all rights, privileges and franchises necessary or desirable in the normal conduct of its business, will conduct its business in an orderly, efficient and regular manner, and will comply with all applicable laws and regulations and the terms of any indenture, contract or other instrument to which it may be a party or under which it or its properties may be bound. 8. Negative Covenants of Borrower. Until payment in full of the Obligations, without the prior written consent of Lender, Borrower shall not: A. Sale of Assets. Sell, abandon, or otherwise dispose of its assets except in the ordinary course of business. B. Consolidation, Merger, etc. Consolidate with, merge into, or sell (whether in one transaction or in a series of transactions) all or substantially all of its assets to any Person. 9. Events of Default; Remedies. If one or more of the following events shall occur ("Events of Default" or an "Event of Default"): A. Borrower shall default in the payment of any interest or principal on the Revolving Credit Note and such default shall continue for five (5) days; or B. The Outstanding Balance shall exceed the Maximum Revolving Credit Amount; or C. Any representation or warranty made by Borrower (or any of its officers) in this Agreement or in any certificate, instrument, or statement contemplated by or made or delivered pursuant to or in connection with this Agreement, shall prove to have been incorrect in any material respect when made; or D. Borrower shall default in the performance, or breach, of any covenant or agreement of Borrower in this Agreement (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and the continuance of such default or breach for a period of thirty (30) days after Lender has given Borrower a written notice specifying such default or breach and requiring it to be remedied; or E. An order for relief shall be entered against Borrower by any United States Bankruptcy Court; or Borrower shall generally not pay its debts as they become due (within the meaning of 11 U.S.C. 303(h) as at any time amended or any successor statute thereto) or make an assignment for the benefit of creditors; or Borrower shall apply for or consent to the appointment of a custodian, receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such custodian, receiver, trustee, or similar officer shall be appointed without the application or consent of Borrower and such appointment shall continue undischarged for a period of sixty (60) days; or Borrower shall institute (by petition, application, answer, consent, or otherwise) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application, or otherwise) against Borrower and shall remain undismissed for a period of sixty (60) days; or any judgment, writ, warrant of attachment, execution, or similar process for the payment of money in excess of $100,000,000 shall be issued or levied against Borrower and such judgment, writ, or similar process shall not be released, vacated, or fully bonded within sixty (60) days after its issue or levy; or F. Borrower shall default under any evidence of Indebtedness of Borrower (other than to the Lender) or under any indenture or other instrument under which any such evidence of Indebtedness has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such evidence of Indebtedness, indenture or other instrument, except defaults which are being contested by Borrower in good faith by appropriate proceedings; provided, however, that if such default under such evidence of Indebtedness, indenture or other instrument shall be cured by the Borrower, or waived by the holders of such Indebtedness, in each case as may be permitted by such evidence of Indebtedness, indenture or other instrument, then the Event of Default hereunder by reason of such default shall be deemed likewise to have been thereupon cured or waived; G. Borrower shall default under any of the Documents not otherwise specifically referenced in this Section 9, and any notice to Borrower provided for therein shall have been given and any grace period afforded to Borrower therein shall have expired; THEN, automatically, at the option of Lender, Lender's obligation to make any Credit Accommodation available to Borrower shall terminate and all Obligations shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and Lender may immediately enforce payment of all Obligations and exercise any and all other remedies granted to it at law, in equity, or otherwise. 10. Disclaimer for Negligence. Lender shall not be liable for any claims, demands, losses or damages made, claimed or suffered by Borrower, excepting such as may arise through or may be caused by the Lender's gross negligence or willful misconduct, but specifically including any liability of the Lender to Borrower arising or claimed to have arisen out of Lender's ordinary negligence. 11. Limitation of Consequential Damage; Indemnification. A. Lender shall not be responsible for any lost profits of Borrower arising from any breach of contract, tort (excluding the Lender's gross negligence or willful misconduct), or any other wrong arising from the establishment, administration or collection of the Obligations evidenced hereby. B. With the exception of those claims arising out of Lender's negligence or willful misconduct, Borrower shall indemnify and hold Lender harmless from all losses, costs and expenses incurred by the Lender in connection with any claim brought against Lender arising out of (1) the transactions contemplated by this Agreement, (2) the Documents, or (3) the Collateral. 12. Termination. This Agreement shall terminate on the Termination Date at which time the unpaid principal balance of the Outstanding Balance and all interest accrued thereon shall be immediately due and payable. 13. Miscellaneous. A. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. No course of prior dealings between the parties, no usage of the trade, and no parole or extrinsic evidence of any nature, shall be used or be relevant to supplement, explain or modify any term used herein. B. No Waiver. No failure to exercise and no delay in exercising any right, power, or remedy hereunder or under the Documents shall impair any right, power, or remedy which the Lender may have, nor shall any such delay be construed to be a waiver of any of such rights, powers, or remedies, or any acquiescence in any breach or default under the Documents; nor shall any waiver of any breach or default of Borrower hereunder be deemed a waiver of any default or breach subsequently occurring. The rights and remedies specified in the Documents are cumulative and not exclusive of each other or of any rights or remedies which Lender would otherwise have. C. Survival. All representations, warranties and agreements herein contained on the part of Borrower shall survive the making of advances hereunder and all such representations, warranties and agreements shall be effective so long as the Obligations arising pursuant to the terms of this Agreement remain unpaid or for such longer periods as may be expressly stated therein. D. Notices. Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for hereunder shall be in writing and mailed or delivered by reputable overnight courier to the applicable party at its address indicated below: If to Borrower: Piper Jaffray Companies Inc. Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 Attention: Chief Financial Officer If to the Lender: Premier Acceptance Corporation Piper Jaffray Tower 222 South Ninth Street Minneapolis, MN 55402 Attention: President or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section. All such notices, requests, demands and other communications shall be effective when deposited in the mails or delivered to the overnight courier, addressed as aforesaid, except that notices or requests to the Lender pursuant to any of the provisions of Section 2 shall not be effective until received by the Lender. E. Separability of Provisions. In the event that any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. F. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Borrower, Lender, and their respective successors and assigns, provided, however, that Borrower may not transfer its rights to borrow under this Agreement without the prior written consent of Lender. G. Counterparts. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one agreement and any party hereto may execute this Agreement by signing any such Counterpart. H. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. I. Amendment and Waiver. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. J. Set-Off. Borrower agrees that Lender may exercise its rights of set-off upon the occurrence of any Event of Default with respect to the Obligations in the same manner as if the Obligations were unsecured. K. Plural. When permitted by the context, the singular includes the plural and vice versa. L. Retention of Records. Lender shall retain any documents, schedules, invoices or other papers delivered by Borrower only for such period as Lender, at its sole discretion, may determine necessary. M. Headings. Section and paragraph headings and numbers have been set forth for convenience only. 14. Jurisdiction and Venue. To induce Lender to enter into this Agreement, Borrower irrevocably agrees that, at Lender's option, all actions and proceedings in any way, manner or respect, arising out of, from or related to this Agreement or the Documents shall be litigated in local, state or federal courts located in Minneapolis, Minnesota, and Borrower hereby consents and submits to the jurisdiction of any local, state or federal court located within said City and State. Borrower hereby waives any right it may have to transfer or change the venue of any litigation brought against Borrower by Lender in accordance with this paragraph. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. PIPER JAFFRAY COMPANIES INC. By /s/ Deborah K. Roesler Its Chief Financial Officer PREMIER ACCEPTANCE CORPORATION By /s/ Andrew S. Duff Its President REVOLVING PROMISSORY NOTE $3,000,000 Minneapolis, Minnesota Dated: September 1, 1995 Due: August 30, 2000 For value received, the undersigned Piper Jaffray Companies Inc., a Delaware corporation, promises to pay to the order of Premier Acceptance Corporation (hereinafter called the Lender), on the Due Date set forth above, at its main office in Minneapolis, Minnesota or at any other place designated at any time in writing by the holder thereof, in lawful money of the United States of America, the principal sum of Three Million Dollars ($3,000,000), or so much thereof as is advanced and remains outstanding hereunder on the due date hereof, as shown by the Lender's liability record, together with interest (calculated on the basis of actual days elapsed and a 360-day year) on the unpaid principal hereof, from the date hereof until this Note is fully paid at an annual rate equal to 0.50% above the broker call rate of interest as set forth as "BKR" on page 5 of Dow Jones Telerate, each change in interest rate hereon to become effective on the day the corresponding change in the broker call rate becomes effective. Interest shall be payable quarterly, on the last day of each of the months of March, June, September and December, commencing December, 1995, and at maturity. The undersigned may prepay this Note at any time without penalty. This Note is the Revolving Note referred to in the Revolving Credit Agreement dated September 1, 1995 between the undersigned and Lender (the "Loan Agreement"). If interest hereon is not paid when due, or if Event of Default occurs and is continuing under the Loan Agreement, then, in any such event, the holder hereof may, at its option, declare this Note to be immediately payable, together with all unpaid interest accrued hereon, without notice or demand. If this Note is not paid on the due date, the Lender shall have the right to set off the indebtedness evidenced by this Note against any indebtedness of the Lender to the undersigned. The holder hereof may at any time renew this Note or extend its maturity date for any period and release any security for, or any party to, this Note, all without notice to or consent of and without releasing any accommodation maker, endorser or guarantor. The undersigned agrees to pay all costs of collection, including attorneys' fees and legal expenses, in the event this Note is not paid when due whether suit is commenced or not, including costs and expenses in litigation, bankruptcy, or insolvency proceedings. Presentment or other demand for payment, notice of dishonor and protest are hereby waived by the undersigned. This Note shall be governed by the substantive laws of the State of Minnesota, except insofar as the Lender may rely on the laws of the United States to justify the interest rate charged hereunder. PIPER JAFFRAY COMPANIES INC. By /s/ Deborah K. Roesler Its Chief Financial Officer EX-23 3 CONSENT OF DELOITTE & TOUCHE Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-33261 on Form S-3 of our report dated November 8, 1995, appearing in this Annual Report on Form 10-K of Premier Acceptance Corporation for the year ended September 30, 1995. /s/ Deloitte & Touche LLP Minneapolis, Minnesota December 20, 1995 EX-27 4 FDS --
5 THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF PREMIER ACCEPTANCE CORPORATION AS OF AND FOR THE PERIODS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS SEP-30-1995 SEP-30-1995 1047239 55364807 423430 0 0 0 0 0 58859773 898610 53908000 1000 0 0 2527250 58859773 0 3736437 0 0 169443 0 3512486 54508 21258 33250 0 0 0 33250 0 0 NOT APPLICABLE - COMPANY DOES NOT HAVE A CLASSIFIED BALANCE SHEET REVENUES CONSIST OF INTEREST INCOME ONLY NOT APPLICABLE - THE COMPANY HAS NO SALES, ONLY INTEREST INCOME AS REVENUE NOT APPLICABLE - THE COMPANY DOES NOT COMPUTE EARNINGS PER SHARE
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