10-Q 1 g70585e10-q.txt UNION PLANTERS HOME EQUITY CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------- ---------- Commission File Number ----------- UNION PLANTERS HOME EQUITY CORP. (Exact name of registrant as specified in its charter) Delaware 52-2273306 -------------------------------- --------------------------------- (State or other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) Union Planters Administrative Center 7130 Goodlett Farms Parkway Cordova, Tennessee 38018 ------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: (901) 580-6000 --------------- N/A (former name) Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such short period that the Registrant was required to file such report), and (ii) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ] As of July 20, 2001, the latest practicable date, there were 1,000 shares of Union Planters Home Equity Corp. common stock outstanding. The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format. 2 UNION PLANTERS HOME EQUITY CORP. FORM 10-Q INDEX

2 3 UNION PLANTERS HOME EQUITY CORP. BALANCE SHEET (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 3 4 UNION PLANTERS HOME EQUITY CORP. STATEMENT OF OPERATIONS (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 4 5 UNION PLANTERS HOME EQUITY CORP. STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 5 6 UNION PLANTERS HOME EQUITY CORP. STATEMENT OF CASH FLOWS (UNAUDITED)

-------------------- The accompanying notes are an integral part of these financial statements. 6 7 UNION PLANTERS HOME EQUITY CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION. The financial statements include the accounts of Union Planters Home Equity Corp. (the "Company"). The Company was incorporated August 30, 2000 as a wholly owned, limited-purpose finance subsidiary of Union Planters Bank, National Association (the "Bank"), which in turn is an indirectly wholly owned subsidiary of Union Planters Corporation. The Company was organized to facilitate the securitization of loans and other assets through the issuance and sale of collateralized bonds and pass-through securities. Securities issued through trusts will be collateralized primarily by residential mortgage loans and mortgage-backed certificates of various types. In the future, the Company may finance other types of loans and assets. These financial statements do not include the accounts of the trusts established to carry out the issuance and sale of collateralized bonds and pass-through securities. USE OF ESTIMATES. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America and general practice within the financial services industry in the United States. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes; actual results could differ from these estimates. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS UNION PLANTERS HOME EQUITY CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the financial statements and related notes thereto. GENERAL Union Planters Home Equity Corp. (the "Company") was incorporated August 30, 2000 as a wholly owned, limited purpose, finance subsidiary of Union Planters Bank, National Association (the "Bank"), which in turn is an indirectly wholly owned subsidiary of Union Planters Corporation. The Company has not executed any transactions. The Company was organized to facilitate the securitization of loans and other assets through the issuance and sale of collateralized bonds and pass-through securities. Securities issued will be secured primarily by residential mortgage loans and mortgage-backed certificates of various types. In the future, the Company may finance other types of loans and assets. The Company has filed a registration statement on Form S-3 with the SEC that was declared effective April 6, 2001. However, there has been no business activity of the Company to date. RESULTS OF OPERATIONS For the three and six months ended June 30, 2001, the Company incurred $155,000 of expenses related to the formation of the Company. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 8 9 UNION PLANTERS HOME EQUITY CORP. PART II - OTHER INFORMATION ITEM 1 -- LEGAL PROCEEDINGS None. ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3 -- DEFAULT UPON SENIOR SECURITIES None. ITEM 4-- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5 -- OTHER INFORMATION None. ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 3.1 Certificate of Incorporation of the Registrant (incorporated herein by reference to the Exhibits to Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 3.2 Bylaws of the Registrant (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.1 Standard Terms to Pooling and Servicing Agreement (September 2000 Edition) (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.1(a) Form of Series Supplement to the Pooling and Servicing Agreement (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.2 Form of Indenture between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.2(a) Form of Series Supplement to the Indenture between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 4.3 Form of Trust Agreement between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 9 10 4.4 Form of Deposit Trust Agreement between Registrant and Trustee (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 99.1 Form of Sales Agreement between the Registrant, as Purchaser, and the Seller (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). 99.2 Form of Servicing Agreement (Incorporated herein by reference to the Exhibits to the Registrant's Registration Statement No. 333-46210 on Form S-3, filed September 20, 2000). (b) REPORTS ON FORM 8-K None. 10 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNION PLANTERS HOME EQUITY CORP. (REGISTRANT) Date: July 23, 2001 By: /s/ Norman J. Burglin -------------------- ---------------------------------------- Norman J. Burglin President and Chief Executive Officer By: /s/ Bobby L. Doxey ---------------------------------------- Senior Executive Vice President, Chief Financial Officer, and Chief Accounting Officer 11

UNION PLANTERS HOME EQUITY CORP 10-Q