Back to GetFilings.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-6237
THE ZIEGLER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1148883
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 North Main Street, West Bend, Wisconsin 53095
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 334-5521
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1.00 Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
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 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. ( )
AGGREGATE MARKET VALUE OF VOTING STOCK HELD
BY NON-AFFILIATES OF THE REGISTRANT:
$40,059,200 based on the average of the bid and asked prices
of such stock ($21.20625 per share) on March 6, 1998
Number of shares outstanding of registrant's classes of common stock, as of
March 6, 1998:
Class Shares Outstanding
Common Stock, 2,425,183
$1.00 Par Value
DOCUMENTS INCORPORATED BY REFERENCE:
1. Portions of the Annual Report to Shareholders for the year ended
December 31, 1997 are incorporated by reference into Part II of this
Report.
2. Portions of the annual Proxy Statement prepared for the 1998 Annual
Meeting of Shareholders are incorporated by reference into Parts I and
III.
FORM 10-K
THE ZIEGLER COMPANIES, INC.
PART I
Item 1. Business
(a) The Ziegler Companies, Inc. (the "Company") is a holding company
which owns nine operating subsidiary companies. Eight of the companies are
engaged in financially oriented businesses and the other company is engaged
in recycling, reclaiming and disposing of industrial chemicals and solvents
and providing pollution abatement services. The Company's principal
executive offices are at 215 North Main Street, West Bend, Wisconsin 53095
and its telephone number is (414) 334-5521. There was no material change
in the nature of the business done by The Ziegler Companies, Inc. and its
subsidiaries during 1997.
The Company's subsidiaries include: (i) B. C. Ziegler and
Company, an investment banking and brokerage firm; (ii) Ziegler Asset
Management, Inc., an investment adviser; (iii) Ziegler Thrift Trading,
Inc., a discount brokerage firm; (iv) GS2 Securities, Inc., an
institutional research and brokerage firm, and investment adviser; (v)
Ziegler Financing Corporation, a provider of short-term loans, and an
originator of Federal Housing Administration insured mortgage loans; (vi)
Ziegler Capital Company, LLC a special purpose limited liability company
formed for the purpose of financing or investing in senior living
facilities, primarily in the form of subordinated participating mortgages;
(vii) First Church Financing Corporation, which securitizes pools of first
mortgage loans to churches, (viii) Ziegler Collateralized Securities, Inc.,
which securitizes pools of equipment leases; and (ix) WRR Environmental
Services Co., Inc., which engages in recycling chemicals, blending virgin
chemicals for manufacturers, and performing pollution abatement services.
(b) The Company's operations are conducted through four industry
segments, namely, (1) broker-dealer, (2) hazardous waste management, (3)
real estate financing and (4) corporate and other. The industry segments
are each served by a separate subsidiary or group of subsidiaries;
therefore, all expenses and assets can be directly identified with segment
revenues. Inter-company revenues consist primarily of interest income
earned on loans between subsidiaries, management and other administrative
fees charged between subsidiaries, intercompany security execution charges,
and dividends received by the Company from subsidiaries. All other
significant revenues are derived from transactions with unaffiliated
parties in the United States.
Revenues, net of intercompany transactions, Income Before Taxes,
and Assets of each segment are as follows:
1997 1996 1995
(In Thousands)
REVENUES
(net of intercompany transactions)
Broker-Dealer $ 51,943 $ 41,168 $ 37,680
Hazardous Waste Management 3,603 4,130 3,846
Real Estate Financing 514 199 295
Corporate and Other 3,633 3,819 3,121
$ 59,693 $ 49,316 $ 44,942
INCOME BEFORE TAXES
Broker-Dealer $ 1,357 $ 2,584 $ 3,625
Hazardous Waste Management 932 1,508 1,417
Real Estate Financing 283 21 122
Corporate and Other (2,016) 672 106
$ 556 $ 4,785 $ 5,270
ASSETS
Broker-Dealer $119,771 $ 74,714 $ 54,260
Hazardous Waste Management 8,213 7,343 6,783
Real Estate Financing 2,085 2,367 4,439
Corporate and Other 37,408 56,733 60,947
$167,477 $141,157 $126,429
BROKER-DEALER
B. C. Ziegler and Company ("BCZCO")
BCZCO is the largest of the Company's three broker-dealer subsidiaries.
BCZCO's principal lines of business includes investment banking, and retail
and institutional trading and brokerage.
In early 1998, the management of most of the operations of BCZCO and of
certain other subsidiaries of the Company, was divided into two divisions,
Ziegler Securities Division and Ziegler Investment Division. The Ziegler
Securities Division ("ZSD") conducts investment banking activities, largely
for health care and senior living providers, together with institutional
research, sales of complex financial instruments on an agency basis, and
institutional primary and secondary trading of municipal and taxable fixed
income securities. In addition to underwriting primary issuances of new
securities, ZSD's investment banking services include acting as financial
advisor for mergers, acquisitions, and other strategic transactions. The
Ziegler Securities Division has operated as a separately named division of
B. C. Ziegler and Company since the early 1980s. The Ziegler Investment
Division ("ZID") provides retail brokerage services, institutional equity
trading and sales, and investment advisory services through Ziegler Asset
Management, Inc. and GS2 Securities, Inc.
Total revenues of BCZCO in 1997 were $38,697,000 as compared with
$33,278,000 in 1996. Net loss in 1997 was $491,000, principally as a
result of a litigation settlement, as compared with 1996 net income of
$696,000.
BCZCO began operations as an insurance agency in 1902 and at the present
time maintains direct agency contracts with 30 insurance companies offering
diversified lines of coverage, including life, property, casualty and
fidelity insurance. Insurance sales are subject generally to regulation at
the state level.
During 1997, ZSD managed 11 new issues of tax-exempt and taxable
healthcare debt securities totaling $534 million. During 1997, ZSD also
managed 42 issues for long-term care and retirement facilities totaling
$771 million. For purposes of comparison, during 1996, ZSD managed 12
issues of tax-exempt and taxable healthcare debt securities totaling $419
million. ZSD also managed 46 issues for long-term care and retirement
facilities totaling $750 million in 1996. In addition, ZSD provided
financial advisory services to eight healthcare organizations.
BCZCO underwrote and sold 18 bond issues for various churches, private
schools and other non-profit institutions, totaling approximately
$60,000,000 in 1997 compared to 20 issues totaling approximately
$71,871,000 in 1996.
As of December 31, 1997, BCZCO had 23 U.S. retail brokerage offices
which play a vital role in the distribution of the taxable and tax-exempt
issues underwritten by BCZCO, as well as provide revenues from the sale of
other securities and financial products. These other financial products
include mutual funds, common and preferred stocks, unit investment trusts,
deferred annuities and insurance products. Securities are sold by BCZCO as
a broker-dealer to individuals, financial institutions and other dealers.
In addition, BCZCO maintains a limited secondary market for debt securities
it has underwritten as an accommodation to its investor clientele.
BCZCO has contracted with a third party to provide clearing services on
a fully disclosed basis, beginning in the second quarter of 1998. It is
expected that this clearing arrangement will enhance BCZCO's retail
brokerage operations by permitting expanded services, such as customer
margin accounts, and a broader securities inventory for customer purchases,
as well as state of the art customer communication.
BCZCO sponsors and acts as the primary distributor for the Principal
Preservation Portfolios, Inc. ("PPP") family of mutual funds. This open-
end diversified investment company offers seven distinct mutual fund
portfolios having total net assets approximating $470 million as of
December 31, 1997. Ziegler Asset Management, Inc. serves as investment
adviser for all portfolios of PPP.
ZSD faces continuous competition from other financial service providers
in providing investment banking services to long term non-profit care
providers. In the past, the number of broker-dealers who underwrote and
distributed municipal bonds on behalf of these providers was very limited,
in part because nationally recognized bond ratings were not available for
municipal securities in this sector. As the long term care market has
matured, municipal bonds underwritten in connection with the construction
or the refinancing of construction debt in this industry have become more
readily accepted in the marketplace. As a result, the number of broker-
dealers participating in the distribution of this type of security has
increased significantly. The competition from others could affect not only
the number of investment banking transactions underwritten by ZSD, but also
the amount of compensation earned from engagements. Although ZSD continues
to hold a substantial lead in the nonprofit sector of the long term care
industry, primarily by reason of its experience and the quality of its
investment banking services, the amount of competition is increasing. ZSD
is taking measures to expand the area in which it offers services, with a
principal focus on the for-profit sector.
Historically, underwriting municipal and corporate bonds for healthcare
clients, primarly hospitals, has been the Company's strongest single line
of business. The healthcare delivery system in the United States has
undergone profound changes over the last decade, with the result that the
identity and financial requirements of service providers served by ZSD is
constantly evolving. ZSD's healthcare investment banking group intends to
concentrate on the service side of healthcare, and within that sector
concentrate on special situations in which ZSD's experience and expertise
will produce a higher added value for the client. These special situations
include, among others, offerings for emerging health systems, organizations
emerging from a regulated to competitive environment, and hospitals with a
complex credit profile. ZSD will also focus on providing advisory services
to the home health, health information and managed care industries.
Among the developments which will affect the healthcare service sector
in the future are new models of service delivery, which could alter the
types of services offered by providers as well as the financial risks
undertaken by them. Many of the changes will be prompted by efforts to
reduce healthcare costs by group health plans, health maintenance
organizations, health insurers and others. In addition, government
reimbursement programs such as Medicare and Medicaid are under continuous
legislative scrutiny. The effect that ongoing changes in this area of the
economy will have on ZSD's investment banking practice are difficult to
predict, but may include changes in the fundamental businesses and
profitability of ZSD's investment banking clients, the financial
requirements of healthcare service providers, and the quantity, structure,
and profitability of investment banking transactions.
BCZCO is a broker-dealer registered with the Securities and Exchange
Commission ("SEC") and with the securities regulatory bodies of 50 states
and the District of Columbia. It is a member of the National Association
of Securities Dealers, Inc. ("NASD") and the Securities Investor Protection
Corporation ("SIPC"). BCZCO is subject to the rules and regulations
established and administered by these various regulatory and self-
regulatory agencies, and failure to comply with any of these rules and
regulations could result in censure, fines, suspension or expulsion.
Suspension could be imposed for varying periods of time and could have a
materially adverse effect upon BCZCO. Expulsion would effectively preclude
it from engaging in the securities business. The various rules and
regulations to which it is subject govern such matters as sales methods,
recordkeeping requirements, net capital requirements, relationships between
brokers and relationships between broker-dealers and the public.
Under the Securities Act of 1933 and other applicable Federal and state
securities laws and regulations, an underwriter is subject to substantial
potential liability for material misstatements or omissions in the
prospectus used to describe each issue of securities being underwritten and
offered to the public. During 1997, BCZCO reached a settlement of class
action litigation related to the underwriting of bonds for the construction
of a senior living facility in 1989. See Part I, Item 3, Legal Proceedings
in this Form 10-K.
Underwriting involves substantial economic risk. An underwriter may
incur losses if it is unable to resell the securities it has committed to
purchase, or if it is forced to liquidate all or part of its commitment at
less than the purchase price. ZSD also acts as remarketing agent with
respect to variable rate municipal obligations with investor put options.
The aggregate principal amount of municipal bonds as to which Ziegler
Securities is remarketing agent is approximately $1.6 billion. As a
general matter, bonds which are not successfully remarketed by ZSD can be
paid on demand at par through a liquidity facility maintained by the
borrower. However, remarketing often involves a temporary holding of such
bonds by ZSD for its own account, with the resulting market risk. ZSD
finances its cash needs for remarketing activity through the Company's
capital and bank credit lines.
In 1997 and early 1998, ZSD significantly increased its staff of
institutional traders in the municipal area and formed an institutional
trading desk for taxable fixed income securities. The purposes for this
expansion were to support ZSD's institutional sales of tax-exempt
securities by providing secondary trading capabilities, to introduce
taxable fixed income trading as a service that complements ZSD's existing
expertise in fixed income markets, and to expand the volume and
profitability of ZSD's institutional trading operations.
ZSD maintains a special products group which assists clients in managing
their financial risks through the purchase of complex financial instruments
or through other hedging strategies. Historically, these complex
instruments have been sold by ZSD only on an agency basis. ZSD sees
continued demand for these services.
BCZCO underwrites and sells taxable "AAA" rated bonds issued by Ziegler
Mortgage Securities, Inc. II ("ZMSI-II"). ZMSI-II is in its twelfth year
of operation, issued one $3,152,000 series of "AAA" rated bonds during
1997. BCZCO owns a portion of the capital stock of ZMSI-II, and acts as
underwriter for the offerings of bonds by it. ZMSI-II bonds are rated
"AAA" by Standard & Poor's Corporation and are backed by Government
National Mortgage Association ("GNMA") certificates, Federal National
Mortgage Association ("FNMA") certificates or by a combination of GNMA and
FNMA certificates. The GNMA certificates are fully modified pass-through
mortgage certificates backed by a pool of Federal Housing Authority ("FHA")
loans or Veterans Administration ("VA") loans, and provide for payment of
principal and interest and other proceeds of the mortgage loans to the
registered holder of the GNMA certificates. Such payments are guaranteed
by GNMA, which guarantee is supported by the full faith and credit of the
United States. The FNMA certificates represent interests in pools of loans
backed by mortgages on one to four family residences. The mortgage loans
may be conventional mortgage loans or mortgage loans insured by the FHA or
guaranteed by the VA. Payment of principal and interest and other proceeds
from the mortgage loans will be made to the registered holders of the FNMA
certificates. FNMA certificates are guaranteed solely by the FNMA and are
not backed by the full faith and credit of the United States.
Ziegler Thrift Trading, Inc. ("ZTT")
ZTT is a discount brokerage firm organized in the State of Minnesota.
ZTT executes customer orders for both listed and over-the-counter market
securities. Because ZTT has no research department and no traditional
retail brokers, ZTT's commission charges are approximately 50% to 70% less
than those of regular brokerage firms. The minimum commission charge is
$34.50 for over the phone trades and $19.73 for internet trades.
Investors use ZTT to trade stocks, mutual funds, bonds and options. ZTT
provides a wide range of services to its customers, including a dividend
reinvestment program, automated bank settlement, free safekeeping, cashless
stock option services, and investment consulting.
ZTT is registered with the SEC and is a member of the NASD and the SIPC.
It is licensed as a broker-dealer in 42 states and the District of
Columbia. The company is headquartered in downtown Minneapolis and has
three branch offices in St. Paul, Minnesota, two branch offices in the
suburban Chicago area, and one newly opened branch office in metropolitan
Milwaukee.
In the first quarter of 1997, ZTT instituted electronic "online" trading
services by customers. In the second quarter of 1998, ZTT will convert
from self-clearing to clearing on a fully disclosed basis through a third
party. The conversion is being undertaken to permit ZTT to offer customers
the highest level of transaction execution and electronic information
services.
The discount brokerage sector of the securities industry is undergoing
rapid change, characterized by dramatic increases in the volume of online
trading, shrinking transactional commissions, and the emergence of numerous
competitors with national advertising and market presence.
In 1997, ZTT's gross revenues were $5,823,000 and net income was
$856,000 compared to gross revenues of $5,440,000 and net income of
$824,000 in 1996.
GS2 Securities, Inc. ("GS2")
On July 2, 1997, the Company acquired Glaisner, Schilffarth, Grande &
Schnoll, Ltd., a Milwaukee-based financial services holding company,
together with its broker-dealer subsidiary GS2. The acquisition expands
the securities related services offered through subsidiaries of the
Company, including among others institutional equity brokerage, equity
research, equity investment banking services, and investment advisor
selection and monitoring for high net worth individuals and institutions.
Following the merger of Glaisner, Schilffarth, Grande & Schnoll, Ltd., into
the Company, GS2 became a new broker-dealer subsidiary of the Company.
GS2 is a registered broker-dealer and investment adviser with the SEC
and various state regulatory agencies, and is a member of the NASD and
SIPC. It is licensed as a broker-dealer in 50 states and the District of
Columbia. GS2 is headquartered in downtown Milwaukee and has ten branch
offices.
From July 2 to December 31, 1997, GS2's gross revenues were $4,277,000
and net income was $171,000.
HAZARDOUS WASTE MANAGEMENT
WRR Environmental Services Co., Inc. ("WRR")
WRR was founded in 1970 and owns and operates a licensed hazardous waste
treatment and waste solvent recycling facility located in Eau Claire,
Wisconsin. WRR recycles spent industrial solvents for re-use and blends
waste solvents for use as alternative energy sources for businesses in EPA
permitted liquid injection incinerators and cement kilns. WRR also offers
several other services, such as processing virgin nonhazardous chemicals
for manufacturing firms, remedying of polluted industrial sites, responding
to emergencies involving spills of hazardous materials, and processing of
dry cleaner filters.
WRR obtains raw materials for its recycling operations directly from the
primary users of chemicals and solvents. Virgin chemicals are blended for
various manufacturers. WRR is not dependent on a single supplier or a few
suppliers for its raw materials.
WRR is regulated by the United States Environmental Protection Agency
("EPA") and the Wisconsin Department of Natural Resources ("DNR"). On
September 30, 1988 WRR obtained a final hazardous waste operating permit
from the EPA making it the first fully licensed treatment, storage and
disposal facility in the State of Wisconsin.
In 1983, WRR's Eau Claire facility was placed on the National Priority
List of sites regulated by the Superfund Act ("CERCLA") because shallow
well testing of ground water directly underneath the plant site disclosed
traces of contaminants. WRR is subject to a DNR consent order for further
testing and surface water control related to the contaminants. Although
still subject to the consent order and to remedial action under the federal
Research, Conservation, and Recovery Act ("RCRA"), WRR was removed from the
National Priority List effective February 5, 1993.
In addition, WRR has disposed of wastes at other sites which have been
placed on the National Priority List and at sites which may be added to
that list. Under CERCLA any party that disposed of waste at any facility
that requires remediation may be held jointly and severally liable for a
portion of, or the entire cost of, such remediation. In some cases, EPA
will expend funds to remedy a site, and then seek reimbursement from those
parties who disposed of wastes at the site. The total reserve of WRR on
account of potential liability for remediation of environmentally damaged
sites at December 31, 1997 was $564,000. See the section of this filing
entitled "Environmental Matters" for additional information.
WRR's gross margin in 1997 was $3,463,000 as compared to $4,013,000 in
1996. Net income was $591,000 in 1997, compared to $948,000 in 1996.
REAL ESTATE FINANCING
Ziegler Financing Corporation ("ZFC")
ZFC is engaged in the business of conducting Federal Housing
Administration ("FHA") loan origination activities for housing
developments, and conducting miscellaneous other lending activities. ZFC
earned net income in 1997 of $232,000, compared to net income of $12,000 in
1996. Total revenues were $663,000 in 1997 compared to $286,000 in 1996.
At the end of 1997, there were no loans, notes or related accrued interest
outstanding from unrelated entities.
The results of future operations of ZFC will depend upon the demand for
suitable loans at profitable yields, and the size and volume of FHA loan
origination activity.
ZFC generates revenues from its FHA mortgage loan origination activities
by retaining a portion of the fees charged in connection with the
origination, placement and funding of loans insured by the FHA. In 1997,
ZFC originated seven FHA insured mortgage loans, which loans were funded
through the underwriting of tax-exempt bonds by ZSD for the project owner.
ZFC intends to depend upon referrals from ZSD for a substantial portion of
its FHA mortgage loan origination activity in the future. In 1997, ZFC
began providing loan servicing for FHA mortgages previously originated
through it.
The acquisition of FHA and other loans is highly competitive in that
commercial banks, savings and loan associations, mortgage bankers, real
estate trusts, and other construction lenders are aggressively seeking high
quality loans in the multifamily housing market. In addition to
competitive conditions, yields depend to a large extent upon the type of
property securing the loans, the term of the loan, the credit of borrowers,
the reputation of the builder, the condition of the capital markets at the
time the loan is acquired, and other factors.
CORPORATE AND OTHER
The Ziegler Companies, Inc. ("ZCO")
From 1994 through the first quarter of 1997, ZCO participated as a one
third equity owner of Heartland Capital Company L.L.C. ("HCC"), a Wisconsin
limited liability company which was in the business of making loans to
finance the construction of affordable housing projects. HCC ceased
operations in 1997, and sold its remaining portfolio of construction loans
to one of HCC's owners at fair market value. In the course of the
dissolution of HCC in 1997, ZCO's entire investment of $825,000 was
returned to it, together with a proportionate share of HCC's profits.
ZCO purchased automobile installment loans from an originating company
in 1994, 1995 and 1996, for the purpose of holding such loans until the
aggregate amount of the installment loans was sufficient for a third party
to purchase the loans in bulk for the purpose of securitizing them. Such a
series of transactions is customarily referred to as warehouse financing.
The total amount of such loans held by the Company was $1,168,000 at
December 31, 1997 and $1,660,000 at December 31, 1996. In addition, ZCO
advanced to the company which originated the installment loans a total of
$2,126,000 to fund certain liquidity reserves required under various
installment loan purchase facilities such as the ZCO facility mentioned
above. The balances on the Company's outstanding advances to the
originating company were $1,284,000 at December 31, 1997 and $1,579,000 at
December 31, 1996.
During the third quarter of 1997 the Company became aware of negative
information about the credit status of its portfolio of auto loans, and the
related working capital loan receivable, having an aggregate outstanding
balance of approximately $2.9 million as of June 30, 1997. In response to
this information, the Company recognized a $2.25 million pretax charge to
write down the loan receivables to estimated net realizable value. The
Company has not funded any auto loans or loaned any money under the line of
credit since August 1996, and began reducing its net position in its
warehouse of auto loan receivables at approximately that time. As of
December 31, 1997, the aggregate balance of the auto loan warehouse and
working capital loan receivable was approximately $2.4 million. The
decrease in the auto loan warehouse and the loan balance since June 30,
1997, is due to cash payments received on performing auto loans and the
application of various deposits from the originator against the loan
receivable. Actions have been taken to pursue legal remedies. Management
does not expect that additional write-offs related to these loan
receivables or the working capital loan receivable will be incurred.
Ziegler Asset Management, Inc. ("ZAMI")
This subsidiary, organized in June of 1991, provides money management
services to individuals, institutional accounts, and PPP, the Company
sponsored group of mutual funds. The equity management style uses a
quality growth strategy for individuals, foundations, endowments and 401(k)
plans. The fixed-income management style focuses on quality short- and
intermediate-term portfolios for a broad array of institutional clients.
As of December 31, 1997, ZAMI had approximately $1.085 billion of assets
under management, including assets of PPP. ZAMI realized net income of
$274,000 in 1997, compared to $202,000 in 1996.
Extensive competition exists within the investment management field,
particularly for retail equity accounts and retirement plans. In addition
to mutual fund management, ZAMI has concentrated on fixed income and cash
management services, particularly for nonprofit healthcare and senior
living providers, smaller endowment funds and foundations, and
municipalities. ZAMI also has provided investment advisory and support
services for retirement plans.
ZAMI is a registered investment adviser, and is subject to regulation by
the SEC, and to a lesser degree by the states. In addition, ZAMI's
activities in advising PPP mutual funds places it under additional federal
regulations related to the operation of investment companies.
Ziegler Collateralized Securities, Inc. ("ZCSI")
This subsidiary was organized in August of 1991 for the purpose of
issuing bonds collateralized by pools of leases and other debt instruments
packaged and sold to ZCSI by Ziegler Leasing Corporation. The Company has
discontinued its operations in the area of equipment leasing as the result
of the sale of Ziegler Leasing Corporation on December 20, 1996. No bonds
were issued by ZCSI in 1997, and ZCSI does not anticipate the issuance of
any further bonds. There are presently $8,829,000 in bonds outstanding,
which are scheduled to be paid in full over the next three years. The
Company provides management services for ZCSI's collateralized pools of
leases and loans.
First Church Financing Corporation ("FCFC")
This subsidiary was incorporated on May 3, 1990, for the purpose of
issuing mortgage-backed bonds collateralized by pools of notes secured by
first mortgages on church buildings and properties. The notes and
mortgages in the pool typically originate from church financings which are
too small in principal amount to support a separate public offering of
bonds. There were no new series of bonds issued by FCFC in 1997. The
Company does not expect FCFC to originate any loans or to issue mortgage
backed bonds in 1998.
Ziegler Capital Company LLC
In 1997, the Company formed a wholly-owned limited liability company for
the purpose of facilitating investment in the for-profit sector of the
senior living industry. In furtherance of this purpose, ZCC formed an
investment fund, ZCC Mezzanine Fund I LLC, which accepts investments from
ZCC and others, and partially finances the development of senior living
projects for for-profit developers through participating subordinated
mortgage loans. ZCC Mezzanine Fund I LLC entered into eight financing
commitments in 1997, most of which will be funded beginning in 1998.
Future success of ZCC will depend upon the strength of the market for
senior living facilities, the quality of underwriting, and the extent of
future competition. ZCC's subscription for investment in its mezzanine
fund was approximately $2.6 million in 1997, and approximately $15 million
of subscriptions was obtained from other sources. The subscriptions have
been partially funded, and the balance is due to be paid in the future to
meet the mezzanine fund's financial requirements.
DISPOSITION OF MATERIAL AMOUNT OF ASSETS
On December 20, 1996, the Company sold its wholly-owned subsidiary,
Ziegler Leasing Corporation, to General Electric Capital Corporation. The
sale was described in Form 8-K filed by the Company on January 6, 1997.
The Company received $17,070,202 as the purchase price in cash at closing,
which is subject to post closing adjustments. Ziegler Leasing Corporation,
at and prior to the time of its sale, was engaged in the business of lease
financing of equipment. As described in Form 8-K filed on January 6, 1997,
Ziegler Leasing Corporation's operations were material to the Company in
terms of both the amount of assets and revenues.
The net amount received by the Company as a result of the sale, after
tax, approximated $11,000,000. In the event that the Company is unable to
identify suitable reinvestments for these net sales proceeds, a special
distribution to shareholders or a partial buyback of the Company's common
stock through open market purchases may be effected.
GENERAL
None of the Company's businesses are subject to governmental
renegotiation of profits; none are dependent on a single customer or a few
customers nor are any of them dependent on a single supplier of raw
materials or a few suppliers of raw materials. In no case are patents,
trademarks, licenses or franchises important nor are any of the businesses
seasonal. None of the businesses engage in significant operations outside
the United States.
ENVIRONMENTAL MATTERS
Compliance with Federal, state and local laws and regulations which have
been enacted or adopted relating to the protection of the environment have
had no material effect upon the capital expenditures, earnings and
competitive position of the registrant and its financial services
subsidiaries.
WRR is strictly regulated by the EPA and the DNR, and holds certain
licenses to handle and process hazardous wastes. The revocation of such
licenses could have a material adverse effect on WRR's operations. More
stringent future regulations enacted by these agencies regarding the
control of air and water pollution as well as waste disposal sites could
result in increased operating costs and capital expenditures.
WRR is subject to a consent order of the DNR for further testing and
surface water control, and to remedial action under the RCRA, of
contaminants in ground water underneath the plant site in Eau Claire,
Wisconsin.
WRR has disposed of wastes in the past at other recycling sites, and
some of these sites have or may be subject to environmental remediation
under the jurisdiction of state or federal regulators. See Note 16 to the
Company's financial statements, and Item 3 of Part I contained in this Form
10-K for a further description of such environmental matters.
EMPLOYEES
As of March 1, 1998, 540 persons were employed full time and 94 persons
were employed part time by the Company and its subsidiaries.
EXECUTIVE OFFICERS OF THE COMPANY
Information regarding the executive officers of the Company, which is
not part of the Company's March 25, 1998 Proxy Statement is as follows:
Name Age Office
P. D. Ziegler 48 Chairman, President and Chief Executive
Officer
D. A. Carlson, Jr. 51 President, Chief Executive Officer and
Treasurer of Ziegler Securities, a
division of B. C. Ziegler and Company
G. G. Maclay, Jr. 50 President and Chief Executive Officer of
Ziegler Asset Management, Inc.
S. C. O'Meara 48 Senior Vice President and General Counsel
J. C. Wagner 43 Senior Vice President - Retail Sales
The term of office of each officer is one year or until his successor is
elected and qualified. There is no arrangement or understanding between
any officer and any other person pursuant to which he was elected as an
officer.
Mr. Peter D. Ziegler was elected President of The Ziegler Company, Inc.
and B. C. Ziegler and Company on April 21, 1986, and became Chief Executive
Officer of both companies on January 1, 1990, and Chairman in April 1997.
He previously served as Executive Vice President since January 1, 1985. He
is presently a director of West Bend Mutual Insurance Company, West Bend,
Wisconsin and Trustmark Insurance Company, Lake Forest, Illinois. Mr.
Ziegler is a first cousin of Mr. B. C. Ziegler III, a Director of the
Company.
Mr. Donald A. Carlson, Jr. was elected President and Chief Executive
Officer of Ziegler Securities, a division of B. C. Ziegler and Company on
November 30, 1987. He also serves in the capacity of Senior Vice President
of B. C. Ziegler and Company.
Mr. Geoffrey G. Maclay, Jr. began employment with the Company on January
22, 1996. He currently is President and Chief Executive Officer of Ziegler
Asset Management, Inc. Mr. Maclay was previously employed as a specialist
in lending, marketing, planning and investments at Firstar Investment
Services from 1978 through 1995, and was self-employed in the
financial/strategic consulting business from February 1995 to January 1996.
Mr. S. Charles O'Meara began employment with the Company and B. C.
Ziegler and Company as Senior Vice President and General Counsel on January
15, 1993.
Mr. John C. Wagner was elected Senior Vice President - Retail Sales of
B. C. Ziegler and Company in 1989. He was elected a Director of B. C.
Ziegler and Company in May, 1997.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
Except for the historical information contained in this Annual Report on
Form 10-K, certain matters discussed herein, including (without limitation)
under Part I, Item 1, "Business -- Environmental Matters," Item 3, "Legal
Proceedings" and under Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contain forward
looking statements that involve risks and uncertainties, including (without
limitation) the effect of economic and market conditions, such as demand
for investment banking and brokerage services in the markets served by the
Company, pricing of services, environmental matters, successful management
of financial and legal risks which necessarily accompany various segments
of the Company's business, profitable operations of the recently expanded
institutional trading desks, and competition in the financial services
industry. The forward looking statements and statements based on the
Company's beliefs contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" represent the Company's
attempt to measure activity in, and to analyze the many factors affecting,
the markets for its products. There can be no assurance that: (i) the
Company has correctly measured or identified all of the factors affecting
these markets or the extent of their likely impact; (ii) the publicly
available information with respect to these factors on which the Company's
analysis is based is complete or accurate or (iii) the Company's analysis
is correct.
Item 2. Properties
B. C. Ziegler and Company owns an office building located at 215
North Main Street in West Bend, Wisconsin 53095 which serves as the home
office for the Company and all subsidiaries or divisions, except WRR
Environmental Services Co., Inc., Ziegler Thrift Trading, Inc. and the
Ziegler Securities Division of B. C. Ziegler and Company. This three-story
building has approximately 77,000 square feet of space. B. C. Ziegler and
Company also owns two other commercial buildings located in close proximity
to its principal office building.
B. C. Ziegler and Company rents commercial space for its various
retail brokerage offices under leases with terms that are typically three
years or less.
Ziegler Securities Division occupies leased premises at One South
Wacker Drive, Suite 3080, Chicago, Illinois 60606; 55 Brendon Way, Suite
500, Indianapolis, Indiana 46077; 1185 Avenue of the Americas, 32nd Floor,
New York, New York 10036; 111 Second Avenue, N.E., Suite 915, St.
Petersburg, Florida 33701; 1850 Mt. Diablo Boulevard, Suite 640, Walnut
Creek, California 94596; 8100 Professional Place, Suite 312, Landover,
Maryland 20785.
GS2 Securities, Inc., Ziegler Asset Management, Inc., and Ziegler
Securities Division lease commercial office space at 250 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202-4209.
Ziegler Thrift Trading, Inc. occupies leased premises at 733
Marquette Avenue, Suite 106, Minneapolis, Minnesota 55402; 332 Minnesota
Street, Suite N-201, St. Paul, Minnesota 55101; Building 224-2S-34, 3M
Center Building, St. Paul, Minnesota 55144 and 670 McKnight Road North,
Eastern Heights Bank Building, St. Paul, Minnesota 55119, 21 West Van
Buren, Naperville, Illinois 60540; 10526 West Cermak, Westchester, Illinois
60154; and 17550 West Bluemound Road, Suite 200, Brookfield, Wisconsin
53045.
All branch offices of B. C. Ziegler and Company, Ziegler
Securities and Ziegler Thrift Trading, Inc. are located in leased premises
with varying terms from one to ten years.
Ziegler Collateralized Securities, Inc. had, as of December 31,
1997, investments in leased equipment of $4,476,000.
WRR Environmental Services Co., Inc. owns an office building and
recycling plant located at 5200 State Road 93, Eau Claire, Wisconsin 54701
which is the sole operating plant for WRR. The office building and plant
buildings are located on approximately nine acres of land southeast of the
city of Eau Claire. In 1994, WRR purchased an additional 19 acres of land
in the vicinity of its operating plant. In 1995, through its wholly-owned
subsidiary, WRR Northwest Enterprises Co., Inc., WRR purchased an
approximately six acre site with improvements located at 5100 Highway 93
South, Eau Claire, Wisconsin, for use as a manufacturing, sales and service
facility for truck equipment.
B. C. Ziegler and Company owns approximately 40 acres of
unimproved land in West Bend, Wisconsin, which is held for future use as
the potential site of the Company's home office.
Item 3. Legal Proceedings
In the first quarter of 1997, BCZCO entered into a settlement of
then threatened class action litigation against it. The amount of the
settlement was $1.4 million on a pretax basis, which the Company charged
against its first quarter earnings for 1997. The litigation related to the
underwriting by ZSD in 1989 of $11,680,000 of taxable and tax-exempt bonds
to finance the construction of a senior living facility. The facility
achieved only partial occupancy, and payment on the bonds was defaulted,
resulting in a partial loss of principal and interest by the bondholders. A
complaint was filed in the action on March 21, 1997, in the Circuit Court
of Racine, Wisconsin, Case No. 97-CV-0897.
Note 16 to the financial statements contained in this Form 10-K
refers to environmental matters pending with respect to WRR. The first
site referred to in Note 16 is an administrative proceeding pending before
the EPA, Region 5, Docket #V-W-96-C-343. The second site referred to is
not in litigation, but remediation work is being performed by various waste
generators at the site under the supervision of the DNR. The third site
referred to is pending in the United States District Court for the Northern
District of Indiana, Case No. 2:97 CV 372JM.
Other than as mentioned above, neither the Company nor any of its
subsidiaries are party to material litigation, other than ordinary routine
litigation incidental to its business.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of the fiscal
year 1997 to a vote of security holders.
PART II
Item 5. Market for the Company's Common Equity and Related Stockholder
Matters
The Company's common stock is traded under the symbol "ZCO" on the
American Stock Exchange. Information about the range of bid and asked
quotations for the Company's common stock on the American Stock Exchange
for each quarter during the Company's 1997 and 1996 fiscal years and
information about the cash dividends paid on the Company's common stock for
each quarter during 1997 and 1996 may be found on page 33 of the Company's
1997 Annual Report to Shareholders incorporated herein by reference. On
March 25, 1998, the closing price of the Company's common stock was $24.00.
As of December 31, 1997, the Company had 466 record holders of its
common stock.
Item 6. Selected Financial Data
Page references to the Company's Annual Report in this Part II
refer to the hard copy print report, and not to pages on the SEC's
electronic file system, EDGAR.
Information about the Company's operating revenue, net income,
earnings per share of common stock, cash dividends per share declared,
total assets, long-term obligations, short-term notes payable,
shareholders' equity and book value per share for the fiscal years 1993
through 1997 may be found on page 30 of the Company's 1997 Annual Report to
Shareholders incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Information about the Company's analysis of financial conditions
and results of operations for the fiscal years 1997, 1996 and 1995 may be
found on pages 24 through 29 of the Company's 1997 Annual Report to
Shareholders incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Company's consolidated financial statements containing
consolidated balance sheets for the fiscal years 1997 and 1996 may be found
on page 8 of the Company's 1997 Annual Report to Shareholders; consolidated
statements of income for the fiscal years 1997, 1996 and 1995 and
consolidated statements of cash flows for the fiscal years 1997, 1996 and
1995 may be found on pages 9, and 11 through 12 of the Company's 1997
Annual Report to Shareholders; consolidated statements of stockholders'
equity for 1997, 1996 and 1995 may be found on page 10 of the Company's
1997 Annual Report to Shareholders. The consolidated notes to financial
statements, together with the report of Arthur Andersen LLP, may be found
on pages 13 through 23 of the Company's 1997 Annual Report to Shareholders.
Such consolidated financial statements and report of Arthur Andersen LLP
are incorporated herein by reference, see Exhibit 13 at page 26.
Item 9. Changes and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no reportable events during the fiscal years 1997
or 1996.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information about the Company's directors and those persons
nominated to become directors may be found on pages 3, 4, and 5 of the
Company's March 25, 1998 Proxy Statement incorporated herein by reference.
Information regarding the executive officers, which is not a part
of the Company's Proxy Statement, is set forth in Part I above.
Item 11. Executive Compensation
Information required under Item 11 about the compensation paid by
the Company to its Chief Executive Officer and other executive officers of
the Company may be found on pages 6 and 7 of the Company's March 25, 1998
Proxy Statement incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information concerning principal securities holders and securities
holdings of management may be found on page 3 of the Company's March 25,
1998 Proxy Statement incorporated herein by reference.
Item 13. Certain Relationship and Related Transactions
There have been no transactions since the beginning of fiscal year
1997, or any currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to
be party in which the amount exceeds $60,000 and in which any director,
executive officer, any nominee for election as a director, any security
holder owning of record or beneficially more than 5% of the Common Stock of
the Company, or any member of the immediate family of any of the foregoing
persons had or will have a direct material interest.
PART IV
Item 14(a). Exhibits, Financial Statement Schedules, and Reports on Form
8-K
1. Financial Statements
The following financial statements are incorporated herein
by reference in Part II, Page 16 at Item 8 above.
(i) Consolidated balance sheets - December 31, 1997 and 1996.
(ii) Consolidated statements of income - years ended December 31,
1997, 1996 and 1995.
(iii) Consolidated statements of cash flows - years ended December
31, 1997, 1996 and 1995.
(iv) Consolidated statements of stockholders' equity - years
ended December 31, 1997, 1996 and 1995.
(v) Consolidated notes to financial statements - December 31,
1997 and 1996.
(vi) Report of Independent Public Accountants.
2. Supplementary Data and Financial Statement Schedule
The following financial statement schedule in response to
this Item 14(a) is submitted as a separate section of this report:
Report of Independent Public Accountants on Supplemental
Schedule.
SCHEDULE II - Valuation and Qualifying Accounts.
Report of Independent Public Accountants on and Financial
Statements of Ziegler Mortgage Securities, Inc. II (Commission
file number: 33-92454).
3. Exhibits Required by Securities and Exchange Commission Regulation
S-K:
(3) a. Articles of Incorporation of the Company, previously
filed as Exhibit C to the Company's Proxy Statement
dated March 8, 1993.
b. By-Laws of the Company, previously filed as Exhibit D
of the Company's Proxy Statement dated March 8, 1993.
c. By-Laws of the Company, as amended on February 18,
1997 (changing number of directors from nine to eight;
see Article III, Section 3.02 of the By-Laws).
(4) Instruments Defining the Rights of Security Holders -
Indentures and Guaranty Agreement incorporated herein by
reference under item 10 below.
(9) Voting Trust Agreements - Not applicable pursuant to
Regulation S-K, Item 601.
(10) Material Contracts
a. Trust Indenture dated December 1, 1991 between Ziegler
Collateralized Securities, Inc. and M&I First National
Bank incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-3, filed September
11, 1991, Commission File No. 33-42723; Third
Supplemental Indenture between Ziegler Collateralized
Securities, Inc. and M&I First National Bank, dated
June 1, 1993, incorporated by reference to Exhibit
10(d) on the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, filed March 22,
1996; Fourth Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First National
Bank dated July 15, 1993 incorporated by reference to
Exhibit 4.1A of Amendment No. 3 to Ziegler
Collateralized Securities, Inc. Form S-3 Registration
Statement, filed July 20, 1993, Commission File No.
33-42723; Fifth Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First National
Bank, dated December 1, 1993, incorporated by
reference to Exhibit 10(e) on the Company's Annual
Report on Form 10-K for the year ended December 31,
1995, filed March 22, 1996; Sixth Supplemental
Indenture, between Ziegler Collateralized Securities,
Inc. and M&I First National Bank, dated October 1,
1994, incorporated by reference to Exhibit 10(f) on
the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, filed March 22, 1996; Seventh
Supplemental Indenture between Ziegler Collateralized
Securities, Inc. and M&I First National Bank, dated as
of July 15, 1993, incorporated by reference to Exhibit
4.1A of Amendment No. 4 to Ziegler Collateralized
Securities, Inc. Form S-3 Registration Statement,
filed August 31, 1995, Commission File No. 33-42723;
Eighth Supplemental Indenture between Ziegler
Collateralized Securities, Inc. and M&I First National
Bank, dated as of September 1, 1995, incorporated by
reference to Exhibit 10(d) of Form 10-K for the year
ended December 31, 1996; Ninth Supplemental Indenture
between Ziegler Collateralized Securities, Inc. and
M&I First National Bank, dated as of May 1, 1996,
incorporated by reference to Exhibit 10(e) of Form 10-
K for the year ended December 31, 1996.
b. $70,000,000 Revolving Credit Agreement, dated as of
January 16, 1998 among B. C. Ziegler and Company, as
Borrower, The First National Bank of Chicago, as
Agent, and other lenders named therein as Agents.
c. Guaranty Agreement between The Ziegler Company, Inc.
and M&I First National Bank dated December 1, 1991
incorporated by reference to Exhibit 4.4 to the
Registration Statement on Form S-3, Commission File
No. 33-42723.
Executive Compensation Plan and Arrangements
d. 1993 Employees' Stock Incentive Plan incorporated by
reference from the March 8, 1993 Proxy Statement.
(11) Statement Re Computation of Per Share Earnings.
(12) Statements Re Computation of Ratios - Not applicable
pursuant to Regulation S-K, Item 601.
(13) 1997 Annual Report to Shareholders.
(18) Letter Re Change in Accounting Principles - Not applicable.
(19) Previously Unfiled Document - Not applicable.
(22) Subsidiaries of the Company.
(23) Published Report Regarding Matters Submitted to Vote of
Security Holders - Not applicable.
(24) Consent of Independent Certified Public Accountants.
(25) Power of Attorney - Not applicable.
(27) Financial Data Schedule
(28) Additional Exhibits
a) March 25, 1998 Proxy Statement.
(29) Information from reports furnished to state insurance
regulatory authorities - Not applicable.
Item 14(b). Reports on Form 8-K
A report on Form 8-K was filed on September 22, 1997
indicating the Company filed suit in federal district court in
Milwaukee, Wisconsin against the originator of automobile
receivables purchased by the Company. The litigation deals with
the receivables and a related working capital loan to the
originator. Ziegler announced in the Form 8-K that it expected to
take a write-off in the third quarter related to its business
dealings with those companies.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
THE ZIEGLER COMPANIES, INC.
March 31, 1998 By: /s/ Janine R. Yovanovich
Janine R. Yovanovich
Corporate Secretary
Pursuant to the requirements of the Securities and Exchange Act of 1934,
as amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
March 31, 1998 /s/ Peter D. Ziegler
Peter D. Ziegler
President and Chief Executive Officer,
Director
March 31, 1998
John C. Frueh, Director
March 31, 1998 /s/ John R. Green
John R. Green, Director
March 31, 1998 /s/ Peter R. Kellogg
Peter R. Kellogg, Director
March 31, 1998 /s/ Patrick D. J. Kenny
Patrick D. J. Kenny, Director
March 31, 1998
Stephen A. Roell, Director
March 31, 1998 /s/ Frederick J. Wenzel
Frederick J. Wenzel, Director
March 31, 1998 /s/ Bernard C. Ziegler III
Bernard C. Ziegler III, Director
March 31, 1998 /s/ Dennis A. Wallestad
Dennis A. Wallestad
Senior Vice President - Chief Financial
Officer
March 31, 1998
Jeffrey C. Vredenbregt
Vice President, Treasurer and Controller
INDEX TO EXHIBITS
Exhibit No.: Page
3(a). Articles of Incorporation n/a
3(b). By-Laws n/a
3(c). By-Laws, as amended on February 18, 1997 n/a
4. Instruments Defining the Rights of Security Holders n/a
9. Voting Trust Agreements n/a
10(a). Ziegler Collateralized Securities, Inc. Trust Indenture n/a
10(b). $70,000,000 Revolving Credit Agreement 24
10(c). Guaranty Agreement n/a
10(d). 1993 Employees' Stock Incentive Plan n/a
11. Computation of Net Income per Common Share 25
12. Statements Re Computation of Ratios n/a
13. 1997 Annual Report to Shareholders of the Company 26
18. Letter Re Change in Accounting Principles n/a
19. Previously Unfiled Document n/a
22. Subsidiaries of the Company 27
23. Published Report Regarding Matters Submitted to Vote of
Security Holders n/a
24. Consent of Arthur Andersen LLP, Independent Public
Accountants 28
25. Power of Attorney n/a
27. Financial Data Schedule 29
28. Proxy Statement of the Company, March 25, 1998 30
29. Information From Reports Furnished to State Insurance
Regulatory Authorities n/a
EXHIBIT 10(b)
$70,000,000 REVOLVING CREDIT AGREEMENT
EXHIBIT 11
COMPUTATION OF NET INCOME PER COMMON SHARE
Year Ended December 31
1997 1996 1995
Income From Continuing Operations 353,737 2,974,714 3,327,941
Income from Discontinued Operations - 669,973 716,380
Net Income $ 353,737 $3,644,687 $4,044,321
Weighted Average Shares
Outstanding - Basic 2,387,713 2,377,138 2,381,600
Effect of Dilutive Securities:
Stock Options 40,442 20,341 11,752
Restricted Stock 29,589 22,044 10,636
Weighted Average Shares
Outstanding - Diluted 2,457,744 2,419,523 2,403,988
Basic Earnings Per Share:
Continuing Operations 0.15 1.25 1.40
Discontinued Operations - 0.28 0.30
Net Income Per Share 0.15 1.53 1.70
Diluted Earnings Per Share:
Continuing Operations 0.14 1.23 1.38
Discontinued Operations - 0.28 0.30
Net Income Per Share 0.14 1.51 1.68
(1) Calculation is based on the treasury stock method using average
market price.
EXHIBIT 13
1997 ANNUAL REPORT TO SHAREHOLDERS OF THE COMPANY
(previously filed via EDGAR on March 25, 1998)
(Accession No. 0000109312-98-000002)
EXHIBIT 22
SUBSIDIARIES OF THE COMPANY
Percentage of
Subsidiaries of the Registrant Subsidiary Voting Stock Owned
The Ziegler Companies, Inc. Incorporated by Registrant
B. C. Ziegler and Company Wisconsin 100%
Ziegler Financing Corporation Wisconsin 100%
Ziegler Thrift Trading, Inc. Minnesota 100%
Ziegler Asset Management, Inc. Wisconsin 100%
Ziegler Collateralized Securities, Inc. Wisconsin 100%
First Church Financing Corporation Wisconsin 100%
WRR Environmental Services Co., Inc. Wisconsin 100%
GS2 Securities, Inc. Wisconsin 100%
Ziegler Capital Company LLC* Delaware 100%
* Limited liability company, rather than corporation.
The Registrant and all of the above subsidiaries are included in the
accompanying consolidated financial statements. WRR Environmental
Services Co., Inc. owns all of the common stock of WRR Northwest
Enterprises Co., Inc., whose operations are described above in this Form
10-K under the heading "Hazardous Waste Management" in Part I, Item 1.
EXHIBIT 24
CONSENT OF ARTHUR ANDERSEN LLP
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Annual Report on Form 10-K of The
Ziegler Companies, Inc. of our report dated February 6, 1998, included in
the 1997 Annual Report to Shareholders of The Ziegler Companies, Inc.
We also consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-39543) of The Ziegler Companies, Inc. and
related Prospectus pertaining to The Ziegler Company, Inc.'s 1989
Employees' Stock Purchase Plan and in the Registration Statement (Form S-8
No. 33-74636) of The Ziegler Companies, Inc. and related Prospectus
pertaining to The Ziegler Company, Inc. 1993 Employees' Stock Incentive
Plan, of our report dated February 6, 1998, with respect to the financial
statements of The Ziegler Companies, Inc. incorporated by reference in the
Annual Report (Form 10-K) for the year ended December 31, 1997.
We also consent to the incorporation by reference in the Registration
Statement (Form S-3 No. 33-42723) of Ziegler Collateralized Securities,
Inc. and related Prospectus of our report dated February 6, 1998, with
respect to the financial statements of The Ziegler Companies, Inc.
incorporated by reference in this Annual Report (Form 10-K) for the year
ended December 31, 1997.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
March 27, 1998.
EXHIBIT 27
FINANCIAL DATA SCHEDULE
EXHIBIT 28
PROXY STATEMENT
March 25, 1998
(previously filed via EDGAR on March 25, 1998)
(Accession No. 0000109312-98-000003)
THE ZIEGLER COMPANIES, INC.
SUPPLEMENTAL SCHEDULE TO
THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997, 1996 AND 1995
Report of independent public accountants on supplemental schedule
SCHEDULE II Valuation and Qualifying Accounts
Report of independent public accountants and financial statements of
Ziegler Mortgage Securities, Inc. II (Commission file number: 33-28290,
33-21324, 33-10076, 33-1726 on Form 10-K [33-28290]).
All other schedules are not submitted because they are not applicable or
not required or because the required information is included in the
financial statements as incorporated by reference or notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULE
To the Board of Directors of
The Ziegler Companies, Inc.:
We have audited in accordance with generally accepted auditing standards,
the financial statements included in The Ziegler Companies, Inc. Annual
Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 6, 1998. Our audit was made
for the purpose of forming an opinion on those statements taken as a whole.
The schedule on page 33 is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
February 6, 1998.
SCHEDULE II
THE ZIEGLER COMPANIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Additions
Charged to
Balance at Additions Other Balance at
December 31, Charged to Accounts Deductions December 31,
Description 1996 Expense (Note 3) (Note 1) 1997
Reserve for loan
losses (Note 2) $ 406,852 $2,715,762 $(199,942) $ (23,327) $2,899,345
Additions
Charged to
Balance at Additions Other Balance at
December 31, Charged to Accounts Deductions December 31,
Description 1995 Expense (Note 3) (Note 1) 1996
Reserve for loan
losses (Note 2) $1,508,967 $415,369 $110,290 $(1,627,774) $ 406,852
Additions
Charged to
Balance at Additions Other Balance at
December 31, Charged to Accounts Deductions December 31,
Description 1994 Expense (Note 3) (Note 1) 1995
Reserve for loan
losses (Note 2) $1,051,619 $219,405 $624,964 $ (387,021) $1,508,967
NOTES:
(1)These deductions represent charge-offs for the purpose for which the
reserve was established.
(2)The reserve is offset against the corresponding assets in the balance sheet.
(3)The additions represent adjustments to prior charge-offs.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of
Ziegler Mortgage Securities, Inc. II:
We have audited the accompanying balance sheets of ZIEGLER MORTGAGE
SECURITIES, INC. II (a Wisconsin corporation) as of December 31, 1997 and
1996, and the related statements of operations, changes in stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 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 Ziegler
Mortgage Securities, Inc. II as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
February 6, 1998.
ZIEGLER MORTGAGE SECURITIES, INC. II
BALANCE SHEETS
AS OF DECEMBER 31, 1997 AND 1996
1997 1996
ASSETS
Cash $ 63,542 $ 74,291
Money market investments, at cost,
which approximates market 564,243 456,228
Total cash and cash equivalents 627,785 530,519
Cash and investments held by trustee, at cost,
which approximates market 6,928,519 3,347,344
Accrued interest receivable 636,857 707,253
Mortgage Certificates, held by trustee (net of
purchase discount of $2,450,788 and $2,795,809,
respectively) 88,675,684 98,182,510
Deferred issuance costs 2,421,060 2,758,864
Total assets $99,289,905 $105,526,490
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued interest payable $ 2,791,882 $ 2,948,545
Mortgage Certificate-Backed Bonds payable 94,940,000 101,047,000
Payable to B. C. Ziegler and Company 20,023 10,945
Other liabilities 18,000 -
Total liabilities 97,769,905 104,006,490
Stockholders' Equity:
Preferred Stock, $.10 par value, non-voting,
$9.00 non-cumulative dividend,
$100 redemption price;
200,000 shares authorized, 15,000 shares issued
and outstanding 1,500,000 1,500,000
Common stock, $1 par value,
56,000 shares authorized,
20,000 shares issued and outstanding 20,000 20,000
Retained earnings - -
Total stockholders' equity 1,520,000 1,520,000
Total liabilities and stockholders' equity $99,289,905 $105,526,490
The accompanying notes to financial statements are an integral part of these
balance sheets.
ZIEGLER MORTGAGE SECURITIES, INC. II
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
Revenues:
Interest income $8,342,979 $ 9,635,812 $ 10,395,747
Gain on sale of mortgage certificates 428,023 747,579 228,031
Total revenues 8,771,002 10,383,391 10,623,778
Expenses:
Interest expense 7,875,114 9,158,478 9,764,637
Amortization of deferred issuance costs 432,363 805,971 359,513
Management fee 335,985 216,365 349,925
General and administrative 127,540 202,577 149,703
Total expenses 8,771,002 10,383,391 10,623,778
Income before income taxes - - -
Provision for income taxes - - -
Net income $ - $ - $ -
The accompanying notes to financial statements are an integral part of these
statements.
ZIEGLER MORTGAGE SECURITIES, INC. II
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Common Stock Preferred Stock Total
Number Number Stock-
of of Retained holders'
Shares Amount Shares Amount Earnings Equity
Balance at
December 31, 1994 20,000 $20,000 15,000 $1,500,000 $ - $1,520,000
Net income - - - - - -
Balance at
December 31, 1995 20,000 20,000 15,000 1,500,000 - 1,520,000
Net income - - - - - -
Balance at
December 31, 1996 20,000 20,000 15,000 1,500,000 - 1,520,000
Net income - - - - - -
Balance at
December 31, 1997 20,000 $20,000 15,000 $1,500,000 $ - $1,520,000
The accompanying notes to financial statements are an integral part of these
statements.
ZIEGLER MORTGAGE SECURITIES, INC. II
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ - $ - $ -
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Gain on sale of Mortgage Certificates (428,023) (747,579) (228,031)
Discount accretion on
Mortgage Certificates (99,035) (113,051) (123,337)
Amortization of deferred issuance costs 432,363 805,971 359,513
Change in assets and liabilities:
Decrease (Increase) in -
Funds held by trustee (3,581,175) 859,834 (64,595)
Accrued interest receivable 70,396 148,530 (11,708)
Increase (Decrease) in -
Payable to B. C. Ziegler and Company 9,078 (56,340) (172,912)
Accrued interest payable (156,663) (768,413) 103,030
Net cash provided by (used in)
operating activities (3,753,059) 128,952 (138,040)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale and redemption of
Mortgage Certificates 13,091,443 25,062,114 8,011,228
Purchase of Mortgage Certificates (3,057,558) (6,038,041) (10,604,175)
Net cash provided by (used in)
investing activities 10,033,885 19,024,073 (2,592,947)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Mortgage
Certificate-Backed Bonds $ 3,057,440 $ 6,037,280 $10,597,250
Principal payments on
Mortgage Certificate-Backed Bonds (9,241,000) (25,085,000) (8,035,000)
Net cash provided by (used in)
financing activities (6,183,560) (19,047,720) 2,562,250
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 97,266 105,305 (168,737)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 530,519 425,214 593,951
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 627,785 $ 530,519 $ 425,214
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Interest paid during the year $ 8,031,776 $ 9,926,891 $ 9,661,607
Income taxes paid during the year $ - $ - $ -
The accompanying notes to financial statements are an integral part of these
statements.
ZIEGLER MORTGAGE SECURITIES, INC. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(1) Organization -
Ziegler Mortgage Securities, Inc. II (the "Company") is a limited
purpose finance company. The Company was organized to facilitate the
financing of mortgage loans. The common stock of the Company is
owned equally by The Ziegler Companies, Inc. and James G. Pouros.
(2) Summary of Significant Accounting Policies -
Mortgage Certificates are carried at par value less unamortized
purchase discount. The purchase discount on the Mortgage
Certificates is amortized over the life of the related outstanding
Mortgage Certificate-Backed Bonds (the "Bonds") using the bonds
outstanding method which approximates the effective interest rate
method. The market values of the Mortgage Certificates at December
31, 1997 and 1996 were approximately $94,162,566 and $103,022,000,
respectively.
Deferred bond issuance costs consist of underwriting discounts and
other expenses of issuance and distribution. Such costs are
amortized over the life of the outstanding Bonds using the bonds
outstanding method which approximates the effective interest rate
method.
Cash equivalents are defined as unrestricted short-term investments
maturing within three months of the date of purchase.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
(3) Mortgage Certificates -
The Mortgage Certificates consist of GNMA Certificates (comprising
98% of the portfolio as of December 31, 1997) guaranteed by the
Government National Mortgage Association ("GNMA") and/or Guaranteed
Mortgage Pass-Through Certificates (comprising 2% of the portfolio)
issued by the Federal National Mortgage Association ("FNMA")
(collectively the "Mortgage Certificates"). The full and timely
payment of the principal and interest on the GNMA Certificates is
guaranteed by GNMA. The GNMA guaranty is backed by the full faith
and credit of the United States government. FNMA guarantees the
payment of principal and interest on the FNMA Certificates but the
FNMA guaranty is not backed by the full faith and credit of the
United States government.
Principal and interest payments received from the Mortgage
Certificates are controlled by the trustee. These funds are utilized
to meet the semiannual interest payments on the Bonds, to reduce the
outstanding principal balance of the Bonds and to pay certain
operating expenses of the Company.
(4) Mortgage Certificate-Backed Bonds Payable -
Bonds outstanding at December 31, 1997, consist of the following:
Outstanding
Principal
Original Amounts
Date of Stated Principal at
Series Rate Bonds Maturity Amounts 12/31/97
10 8.90% 10/1/86 10/1/21 $ 8,200,000 $ 2,242,000
16 9.00% 5/1/87 1/1/22 4,500,000 2,236,000
19 9.15% 6/1/87 5/1/22 5,750,000 3,734,000
20 9.00% 7/1/87 6/1/22 5,418,000 3,428,000
21 9.00% 7/1/87 6/1/22 5,266,000 4,791,000
24 9.20% 10/1/87 2/1/22 5,237,000 1,875,000
34 9.35% 6/1/88 5/15/23 4,163,000 3,274,000
39 9.40% 8/1/88 8/15/23 5,780,000 3,739,000
40 9.50% 9/1/88 9/15/23 6,800,000 1,593,000
41 9.30% 10/1/88 10/15/23 4,655,000 3,999,000
42 9.20% 10/1/88 10/15/23 4,000,000 3,444,000
47 9.75% 5/1/89 2/15/24 3,744,000 1,683,000
49 8.45% 7/1/89 7/15/22 2,740,000 2,557,000
52 9.35% 5/1/90 5/15/20 3,000,000 180,000
55 9.00% 9/1/90 10/01/20 3,244,000 499,000
61 8.00% 9/1/91 11/15/19 3,390,000 1,089,000
62 7.25% 2/1/92 4/15/22 2,925,000 1,181,000
63 7.60% 5/1/92 5/15/22 3,400,000 1,060,000
64 7.40% 6/1/92 6/15/22 3,300,000 1,151,000
65 7.00% 1/1/93 1/15/28 3,029,000 2,926,000
66 7.00% 1/1/93 1/15/28 3,000,000 2,899,000
68 6.25% 4/1/93 5/01/23 3,000,000 2,182,000
69 6.00% 5/1/93 5/01/23 3,022,000 1,960,000
70 6.00% 3/1/94 11/15/28 3,390,000 3,289,000
71 7.00% 4/1/94 9/20/23 3,015,000 2,199,000
72 7.00% 4/1/94 10/15/23 2,897,000 2,800,000
73 7.00% 4/1/94 4/15/24 3,130,000 2,926,000
74 7.10% 5/1/94 2/15/24 3,145,000 3,034,000
75 7.10% 6/1/94 2/15/24 3,290,000 3,167,000
76 7.35% 9/1/94 9/15/29 2,535,000 2,484,000
77 8.00% 2/1/95 10/15/29 3,066,000 3,010,000
78 7.50% 4/1/95 9/15/29 2,597,000 2,558,000
79 6.75% 6/1/95 6/15/22 2,622,000 2,545,000
80 7.00% 9/1/95 7/15/23 2,640,000 2,573,000
81 7.00% 4/1/96 5/15/28 3,237,000 3,199,000
82 7.25% 6/1/96 9/15/30 2,987,000 2,966,000
83 7.00% 4/1/97 2/15/27 3,152,000 3,121,000
139,266,000 93,593,000
American Mortgage Securities, Inc.
Mortgage Certificate-Backed Bonds
5 7.35% 3/1/92 3/01/22 3,000,000 1,347,000
$142,266,000 $ 94,940,000
The stated maturities are the dates on which Bonds will be fully paid
assuming no prepayments are received on the Mortgage Certificates
which serve as collateral for the Bonds and no Bonds are called. The
stated maturities of the Bonds will be shortened by prepayments on
the Mortgage Certificates and by any Bond calls.
The Bonds can be redeemed each month without premium under the
following circumstances:
The Company must call the Bonds, to the extent funds are
available, commencing in the twelfth month following the
original issuance of each series or commencing at such time as
the aggregate balance in the redemption fund, as defined in the
prospectus, for each series that reaches $100,000; whichever
occurs first.
The Bonds of any series may be redeemed in whole by the Company
after the third anniversary of the original issuance and,
commencing with Series 16 bonds, at any time as the outstanding
principal amount of such series is less than 10% of the
aggregate principal amount of such series originally issued.
Bondholders can present their Bonds for redemption each month
commencing with the second calendar month following the month
in which each series is originally issued. The Company will
redeem such Bonds to the extent funds are available.
The market values in the secondary bond market of the Bonds
outstanding as of December 31, 1997 and 1996, approximated
$95,328,000 and $101,173,000, respectively.
(5) Related Parties -
B. C. Ziegler and Company, a wholly-owned subsidiary of The Ziegler
Companies, Inc. which owns 50% of the Company's outstanding stock, is
the sole underwriter for the Bonds issued by the Company. In its
capacity as underwriter, B. C. Ziegler and Company received a fee for
its services equal to a percent of the Bonds offered by the Company.
B. C. Ziegler and Company provided management and administrative
services to the Company for which, pursuant to a management agreement
with the Company, they were entitled to receive a management fee not
to exceed .375% of the aggregate outstanding principal amount of
bonds issued by the Company at the last day of the month preceding
each semiannual payment date. Any calculated management fee is
retroactively reduced to such amount (not less than zero) as will
prevent the Company from suffering a loss for each fiscal year.
As of December 31, 1997 and 1996, the Company owed B. C. Ziegler and
Company $20,023 and $10,945, respectively, for accrued management
fees.
(6) Merger -
Effective December 30, 1994, the Company merged with American
Mortgage Securities, Inc. ("AMSI"), another limited purpose finance
company organized to facilitate the financing of mortgage loans.
Prior to the merger, AMSI was owned 50% by The Ziegler Companies,
Inc. and 50% by Mr. James G. Pouros. The Company was the surviving
corporation and assumed all the assets and liabilities of AMSI at
year end 1994.