FRANCHISE MORTGAGE ACCEPTANCE CO
10-Q/A, 1998-11-16
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                  FORM 10-Q/A


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                       COMMISSION FILE NUMBER: 000-23283
                                        
                                      FMAC
                                        
                     Franchise Mortgage Acceptance Company
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                        

             DELAWARE                                   95-4649104
   -------------------------------          ------------------------------------
   (STATE OR OTHER JURISDICTION OF          (IRS EMPLOYER IDENTIFICATION NUMBER)
   INCORPORATION OR ORGANIZATION)


  1888 Century Park East, Third Floor                     90067
     Los Angeles, California                            (Zip Code)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (310) 229-2600
                                        

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(b) 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest possible date:


     CLASS                             SHARES OUTSTANDING AT JULY 31, 1998
     -----                             -----------------------------------

     Common Stock, $0.001 par value    28,715,625
<PAGE>
 
                          PART II - OTHER INFORMATION
                                        
  The Registrant hereby amends the disclosure contained in Part II of the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1998 to
add Item 4 thereto and the information required thereunder. In accordance with
Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended,
the complete text of Part II, Item 4, as amended follows.

ITEM 4.  Submission of Matters to a Vote of Security Holders

  The 1998 Annual Meeting of Stockholders was held on June 16, 1998.

PROPOSAL 1.  Election of Board of Directors to serve until the 1999 Annual
             Meeting.

<TABLE>
<CAPTION>
                                            FOR           ABSTAIN
                                       -------------   -------------
<S>                                    <C>             <C>
H. Wayne Snavely                           6,404,636               -
Wayne L. Knyal                             6,404,636               -
Ronald V. Davis                            6,404,636               -
G. Louis Graziadio, III (1)                6,404,636               -
Perry A. Lerner                            6,404,636               -
Richard J. Loughlin                        6,404,636               -
John E. Martin                             6,404,636               -
Michael L. Matkins                         6,404,636               -
</TABLE>
_____
(1)  Effective October 30, 1998, G. Louis Graziadio, III, resigned as a member
     of the Company's Board of Directors. The Board of Directors has appointed
     Brad Plantiko, Chief Financial Officer of Imperial Credit Industries, Inc.,
     the Company's largest stockholder, to replace Mr. Graziadio as a member of
     the Board.

PROPOSAL 2.  To ratify the appointment of KPMG Peat Marwick LLP as independent
             accountants of the Company for the year ending December 31, 1998.

<TABLE>
<CAPTION>
      FOR             AGAINST         ABSTAIN
- ----------------   -------------   -------------
<S>                <C>             <C>
   6,401,870           2,766               -
</TABLE>

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<PAGE>
 
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized.


                              FRANCHISE MORTGAGE ACCEPTANCE COMPANY



Date:  November 13, 1998      By: /s/ Raedelle Walker
                                  --------------------------------
                                  Raedelle Walker
                                  Executive Vice President and 
                                  Chief Financial Officer
                                  (Principal Financial Officer and
                                  Principal Accounting Officer)



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