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SEC Filings

424B1
DITECH HOLDING CORP filed this Form 424B1 on 09/16/1997
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on its invested capital. Once Alpine Associates has earned a 15% cumulative
return, HCP is allocated 40% of the profits of Alpine/Hanover LLC until Alpine
Associates has earned a 30% return on its investment for the current fiscal
year. Once Alpine Associates has earned a 15% cumulative return and a 30% return
for the current fiscal year, HCP is allocated 50% of Alpine/Hanover LLC's
profits. Between May 25, 1995 and October 31, 1995, HCP purchased five pools of
Single-Family Mortgage Loans, aggregating $23,999,000 in principal amount, on
behalf of Alpine/Hanover LLC for $23,493,000. All five of the pools were sold by
October 31, 1995. The annualized return before incentive profit distributions to
HCP on those Single-Family Mortgage Loans and the balance of the other operating
activities of Alpine/Hanover LLC was 14.26%. Since the annualized return before
incentive profit distributions to HCP did not exceed 15%, HCP was not entitled
to receive any incentive profit distributions. See "Prior Performance Table"
below.
 
     Alpine/Hanover LLC will be wound down and terminated as part of the
Formation Transactions. See "Structure and Formation Transactions."
 
     ABH-I LLC.  In October of 1995, HCP, Alpine/Hanover LLC and BAHT 1995-1
Corp., an affiliate of Bankers Trust New York Corp., formed ABH-I LLC to trade
in subprime Single-Family Mortgage Loans. Alpine/Hanover LLC and BAHT 1995-1
Corp. are the managers under ABH-I LLC's limited liability company agreement.
HCP, however, acts as asset manager to ABH-I LLC under a separate asset
management agreement between HCP and ABH-I LLC. Under the asset management
agreement between HCP and ABH-I LLC, HCP is responsible for (i) analyzing
portfolios of Single-Family Mortgage Loans, recommending prices, determining the
scope of due diligence to be conducted and reporting to ABH-I LLC in connection
with purchases and sales, (ii) determining whether to transfer or release
servicing rights, negotiating and effecting transfers and releases of servicing
rights and managing relationships with servicers and master servicers, (iii)
negotiating representations and warranties in connection with purchases and
sales, (iv) preparing offering memoranda, bid packages and other offering
materials, (v) contacting and making presentations to potential purchasers and
(vi) recombining participations. Although HCP has sole authority to sell
portfolios at gains, it has no authority to purchase any portfolio or to sell a
portfolio at a loss without the approval of Alpine/Hanover LLC (the manager
appointed by Alpine Associates) and BAHT 1995-1 Corp. Purchases are made
primarily using the contributions of Alpine/Hanover LLC (49.5%), BAHT 1995-1
Corp. (49.5%) and HCP (1%).
 
     Under the asset management agreement, HCP is entitled to receive management
fees of up to 50% of the gains and other earnings of ABH-I LLC depending upon
the returns earned by ABH-I LLC. Once the members of ABH-I LLC have earned a 15%
cumulative return on their average capital contributions, HCP is entitled to
receive as asset management fees 40% of the profits of ABH-I LLC until the
members have earned a 30% noncumulative return on their average contributions.
After the members have earned the 30% return, HCP is entitled to receive as
asset management fees 50% of the profits of ABH-I LLC.
 
     Between November 8, 1995 and July 31, 1997, HCP purchased seven pools of
Single-Family Mortgage Loans, aggregating $85,185,000 in principal amount, on
behalf of ABH-I LLC for $81,904,000. All but $1,240,000 in principal amount of
the Single-Family Mortgage Loans had been sold by July 31, 1997. The annualized
return before asset management fees on those Single-Family Mortgage Loans was
53.30%. HCP was paid asset management fees totaling $1,149,000 for the period.
See "Prior Performance Table" below.
 
     ABH-I LLC will be wound down and terminated as part of the Formation
Transactions. See "Structure and Formation Transactions."
 
     BT Realty Resources, Inc.  Pursuant to separate asset management contracts
with BT Realty Resources, Inc., HCP has rendered management services similar to
those it has rendered for ABH-I LLC. As compensation for its services, HCP has
been entitled to receive portions of the amounts earned by BT Realty Resources,
Inc. on the managed portfolios, on a portfolio-by-portfolio basis. With respect
to any portfolio, HCP has been entitled to receive up to 50% of the gains and
other earnings on the portfolio depending upon BT Realty Resources Inc.'s return
on the portfolio.
 
     Between November 4, 1995 and July 31, 1997, HCP purchased four pools of
Single-Family Mortgage Loans, aggregating $78,105,000 in principal amount, on
behalf of BT Realty Resources, Inc. for $67,937,000.
 
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