-----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, MV/BADqacnqqB2aOustaUH/lZrS+AHIV379qoUCgAaUWeiKnSqfJ0t231XCBzwk/ gONIKoLz31EwIvbXmrnZ9g== 0000833374-97-000010.txt : 19971222 0000833374-97-000010.hdr.sgml : 19971222 ACCESSION NUMBER: 0000833374-97-000010 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971219 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: SEC FILE NUMBER: 033-21775 FILM NUMBER: 97741753 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. 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, 1997 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, 1997, 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 Item 8. Financial Statements and Supplementary Data 5 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 14 PART III. Item 10. Directors and Executive Officers of the Registrant 14 Item 11. Executive Compensation 14 Item 12. Security Ownership of Certain Beneficial Owners and Management 14 Item 13. Certain Relationships and Related Transactions 14 PART IV. Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K 15 SIGNATURES 18 INDEX TO EXHIBITS 19 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, 1997, the Company has issued 34 series of bonds with an aggregate original principal amount of $529,950,000. On December 15, 1997, the Company's Parent announced a definitive agreement to merge with U.S. Bancorp. The $730 million cash transaction, $37.25 per share, is expected to close in the second calendar quarter of 1998, subject to regulatory and shareholder approval. 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, 1997, all outstanding shares of the Company's common stock are owned directly by the Parent 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. 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. During fiscal 1995 the Company issued three series of mortgage-backed bonds with aggregate original principal of $54,400,000. The Company recorded net interest expense of $38,581, $68,021 and $100,980 for fiscal years 1997, 1996 and 1995, respectively. The Company recorded net interest expense in fiscal years 1997 and 1996 resulting from additional expense related to the fiscal 1995 sale of residual interests in one series of mortgage-backed bonds. The Company anticipates that it will incur additional interest expense in future years relating to the sale of such residual interests. The Company incurred net interest expense in fiscal 1995 due primarily to the liquidation of collateral related to called bonds, occurring prior to the date the bonds were actually called. The Company called mortgage-backed bonds with aggregate principal balances of $1,481,000, during fiscal year 1995 and liquidated the corresponding collateral, resulting in a pre-tax net gain of $51,014. The Company sold, to a third party, the residual interests on one series of mortgage-backed bonds during fiscal 1995, which resulted in a pre-tax net gain of $205,632. See Note 3 of the financial statements. Excluding a $101,463 management fee and a $6,000 commission paid to Piper Jaffray Inc. (Piper Jaffray) during fiscal 1995 relating to the sale of Series 27 residual interests, general and administrative expenses were approximately $62,000, $52,000 and $42,000 for fiscal years 1997, 1996 and 1995, respectively. 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 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, 1997 and 1996, and the related statements of operations, stockholder's equity and cash flows for each of the three years in the period ended September 30, 1997. 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, 1997 and 1996, and the results of its operations and cash flows for each of the three years in the period ended September 30, 1997, in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Minneapolis, Minnesota November 5, 1997 (December 15, 1997 as to Note 7) PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF FINANCIAL CONDITION September 30, September 30, ASSETS 1997 1996 --------------- --------------- Cash $ 771,448 $ 591,051 Interest receivable 271,887 306,333 Investments available for sale, carried at market value 42,100,057 46,287,924 Receivable from Parent 3,004 21,693 Unamortized bond issuance costs 1,547,387 1,725,034 --------------- --------------- $ 44,693,783 $ 48,932,035 =============== =============== LIABILITIES AND STOCKHOLDER'S EQUITY Mortgage-backed bonds payable $ 40,240,000 $ 45,333,000 Interest payable on bonds 550,313 610,378 Bond redemption payable 469,000 271,000 Deferred tax liabilities 1,268,162 972,611 Other liabilities 1,357 - --------------- --------------- 42,528,832 47,186,989 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 1,962,793 1,525,917 Retained earnings 166,158 183,129 --------------- --------------- 2,164,951 1,745,046 --------------- --------------- $ 44,693,783 $ 48,932,035 =============== =============== See accompanying notes to financial statements. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF OPERATIONS Year Ended September 30, -------------------------------------------- 1997 1996 1995 ------------- ------------- -------------- REVENUE: Interest income $ 3,489,513 $ 3,993,663 $ 3,411,506 Interest expense 3,528,094 4,061,684 3,512,486 ------------- ------------- -------------- Net interest expense (38,581) (68,021) (100,980) Net gain on accretion of discount on investments 250,896 393,950 68,285 Gain on sale of residual interest - - 205,632 Net gain related to bond call - - 51,014 ------------- ------------- -------------- Net revenue 212,315 325,929 223,951 EXPENSE: Amortization of bond issuance costs on redemptions 177,648 299,262 20,160 General and administrative costs 61,605 52,273 149,283 ------------- ------------- -------------- Total expense 239,253 351,535 169,443 ------------- ------------- -------------- INCOME (LOSS) BEFORE INCOME TAXES (26,938) (25,606) 54,508 INCOME TAX (BENEFIT) (9,967) (9,986) 21,258 ============= ============= ============== NET INCOME (LOSS) $ (16,971) $ (15,620) $ 33,250 ============= ============= ============== See accompanying notes to financial statements. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF STOCKHOLDER'S EQUITY Net Additional Unrealized Total Common Paid-in Retained Holding Stockholder's Stock Capital Earnings Gains Equity ------ ---------- ---------- ---------- ------------- September 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 ------ ---------- ---------- ---------- ------------- September 30, 1995 1,000 35,000 198,749 2,293,501 2,528,250 Change in net unrealized holding gains on investment securities available for sale - - - (767,584) (767,584) Net loss - - (15,620) - (15,620) ------ ---------- ---------- ---------- ------------- September 30, 1996 1,000 35,000 183,129 1,525,917 1,745,046 Change in net unrealized holding gains on investment securities available for sale - - - 436,876 436,876 Net loss - - (16,971) - (16,971) ------ ---------- ---------- ---------- ------------- September 30, 1997 1,000 $ 35,000 $ 166,158 $1,962,793 $ 2,164,951 ====== ========== ========== ========== ============= See accompanying notes to financial statements. PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) STATEMENTS OF CASH FLOWS Year Ended September 30, --------------------------------------- 1997 1996 1995 ------------ ------------ ------------ OPERATING ACTIVITIES: Net income (loss) $ (16,971) (15,620) $ 33,250 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Amortization of bond issuance costs 177,648 299,262 20,160 Deferred income taxes 4,300 (38,774) 44,700 Recognition of discount on investments 250,896 393,950 67,261 Change in: Interest receivable 34,446 54,610 (347,543) Interest payable on bonds (60,065) (119,232) 703,097 Bond redemptions payable 198,000 102,000 167,756 Receivable from parent 18,689 40,794 3,265,854 Other 1,356 (1,802) 1,684 ------------ ------------ ------------ Net cash provided by 608,299 715,188 3,956,219 operating activities 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) Redemption of mortgage-backed bonds (5,093,000) (8,575,000) (611,894) Sale of investments and funds pursuant to mortgage-backed - - 1,473,266 Principal redemption on investments pursuant to mortgage-backed bonds 4,665,098 7,403,624 1,319,795 Dividend payment to parent - - (3,323,050) ------------ ------------ ------------ Net cash used in financing activities (427,902) (1,171,376) (2,925,742) ------------ ------------ ------------ INCREASE (DECREASE) IN CASH 180,397 (456,188) 1,030,477 CASH AT BEGINNING OF PERIOD 591,051 1,047,239 16,762 ------------ ------------ ------------ CASH AT END OF PERIOD $ 771,448 $ 591,051 $1,047,239 ============ ============ ============ 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, 1997, 1996 and 1995 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, 1997, 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 $38,828,738 and $43,744,731 at September 30, 1997 and 1996, respectively. The Company's collateral for outstanding mortgage-backed bonds is classified as available for sale, 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, plus any reinvestment income thereon, which are used to pay interest and redeem mortgage-backed bonds during the month following receipt. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In June 1996, the Financial Accounting Standards Board issued SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. This statement does not have a material effect on the Company's financial statements. 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. 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, during fiscal year 1995 and liquidated the corresponding collateral, resulting in a pre-tax net gain of $51,014. Additionally, the Company sold, to a third party, the residual interests on one series of mortgage-backed bonds during fiscal 1995, which resulted in a pre-tax net gain of $205,632. 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, 1997 and 1996, the aggregate amount outstanding was approximately $17,485,930 and $22,293,000, respectively. 4. INCOME TAXES 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, 1997 and 1996, the Company's deferred tax liability included $1,308,527 and $1,017,276, respectively in deferred tax liabilities related to the unrealized holding gains on investment securities available for sale. The liabilities offset deferred tax assets of $40,365 and $44,665 for fiscal 1997 and 1996, respectively, resulting from income recognition differences for residual interests. 5. RELATED PARTY TRANSACTIONS The Company maintains 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, 1997 and 1996, $3,004 and $21,693, 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 Parent provides the Company with accounting and administrative services, including services of officers. For fiscal years ended 1997, 1996 and 1995, the Company was charged $21,000, $20,000, and $19,000, 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 and brokerage commissions of $6,000 to its affiliate, Piper Jaffray Inc. (Piper Jaffray), for services relating to the sale, to a non-affiliated third party, of residual interests on one series of mortgage-backed bonds. No bonds were issued or called in fiscal years 1997 or fiscal 1996. 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. 6. SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION The Company paid $3,588,159, $4,180,916 and $2,809,389 of interest expense for fiscal years 1997, 1996 and 1995, respectively. The Company paid $14,267 and $50,597 of income taxes to the Parent for fiscal years 1997 and 1995, respectively. During fiscal 1996, the Company received a $29,344 refund from the Parent for tax benefits. 7. SUBSEQUENT EVENT On December 15, 1997, the Company's Parent announced a definitive agreement to merge with U.S. Bancorp. The $730 million cash transaction, $37.25 per share, is expected to close in the second calendar quarter of 1998, subject to regulatory and shareholder approval. On December 29, 1997 the Company plans to redeem the Series 1990-II Bonds. 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 Inc., 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/Brian Ranallo BRIAN J. RANALLO President and Director /s/Deborah K. Roesler DEBORAH K. ROESLER Treasurer (Principal Financial and Accounting Officer) and Director Dated: December 19, 1997 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/Frank Fairman Director /s/David B. Holden Director FRANCIS E. FAIRMAN, IV DAVID B. HOLDEN /s/Mark A. Lindgren Director /s/Thomas Stanberry Director MARK A. LINDGREN THOMAS E. STANBERRY Director /s/Brad Zilka Director CHARLES NEERLAND BRADLEY F. ZILKA Dated: December 19, 1997 PREMIER ACCEPTANCE CORPORATION (a wholly owned subsidiary of Piper Jaffray Companies Inc.) INDEX TO EXHIBITS Exhibit Description of Exhibit Form of Filing 3.1Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to Form S-11 filed May 11, 1988). 3.2By-laws of the Company (incorporated by reference to Exhibit 3(b) to Form S-11 filed May 11, 1988). 3.3Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3(c) to Amendment to Form S-11 filed June 6, 1988). 4.1Indenture 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). 4.2Series 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). 4.3Series 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). 4.4Series 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). 4.5Series 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). 4.6Supplemental 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). 4.7Supplemental 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). 4.8Series 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). 4.9Series 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 Companies Inc., as borrower, and Premier Acceptance Corporation, as lender, dated September 1, 1995. 23 Consent of Deloitte & Touche llp, Independent Auditors. electronic transmission 27 Financial Data Schedule. electronic transmission 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 5, 1997 (December 15, 1997 as to Note 7), appearing in this Annual Report on Form 10-K of Premier Acceptance Corporation for the year ended September 30, 1997. /s/ Deloitte & Touche LLP Minneapolis, Minnesota December 19, 1997 EX-27 2 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, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS SEP-30-1997 SEP-30-1997 771,448 42,100,057 274,891 0 0 0 0 0 44,693,783 1,019,313 40,240,000 0 0 1,000 1,935,157 44,693,783 0 3,740,409 0 0 239,253 0 3,528,094 (26,938) (9,967) (16,971) 0 0 0 (16,971) 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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