<PAGE>
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1995 Commission File No. 33-76642
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
-------------------------------------
(Exact name of registrant as specified in its charter)
Incorporated in Texas 74-2337351
---------------------------- ------------------------------
State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
4800 Fredericksburg Road, San Antonio, Texas 78229
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 349-1111
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days.
Yes X No
--- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statments incorporated by reference in Part III of this 10-k or any amend-
ment to this Form 10-K. X
Aggregate market value of voting stock held by non-affiliates of the reg-
istrant at February 25, 1996:
None
Number of shares of Common Stock outstanding at February 25, 1996:
10,000 shares
<PAGE>
Item 1. Business
Ray Ellison Mortgage Acceptance Corp. ("REMAC") was incorporated in
the State of Texas on October 1, 1984 and is a wholly-owned subsidiary
of Ray Ellison Mortgage Investment Corp. ("REMIC"). Ray Ellison
Industries, Inc. is the parent company of REMIC and the ultimate
corporate parent of REMAC. REMAC's principal office is located at 4800
Fredericksburg Road at Loop 410, San Antonio, Texas 78229. Its
telephone number is (210) 308-1403.
REMAC was organized for the purpose of facilitating the financing
of long-term residential mortgage loans and does not intend to engage
in any business or investment activities other than issuing and
selling GNMA-Collateralized Bonds and acquiring, owning, holding,
pledging and dealing with GNMA securities to be pledged as collateral
for such Bonds, together with any activities incidental to the
foregoing. Substantially all of the assets of REMAC consist of the
GNMA securities pledged to secure specific series of its GNMA-
Collateralized Bonds. REMAC's term of existence is not limited under
its Articles of Incorporation.
Article Three of REMAC's Articles of Incorporation limits the
nature of the business to be conducted by REMAC to (a) issuing and
selling its GNMA-Collateralized Bonds, notes or other obligations
which a Texas corporation is authorized to issue, which Bonds shall be
rated by a nationally recognized investment rating agency and given
that agency's highest bond rating, (b) buying, selling, holding,
transferring, pledging, assigning, refinancing or otherwise dealing in
GNMA securities, and (c) doing anything else required or suitable and
convenient to accomplish the foregoing.
Item 2. Properties
The Company neither owns nor leases any buildings or real estate.
Item 3. Legal Proceedings
The Company is not involved in any pending litigation, nor is the
Company aware of any proceedings contemplated by governmental
authorities.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
All of REMAC's outstanding common stock is owned by Ray Ellison
Mortgage Investment Corp. Accordingly, there is no market for its
common stock.
During the year ended December 31, 1995, the Company declared and
paid $2,000,000 in cash dividends. REMAC did not pay any dividends in
1994. Effective June 30, 1993, REMAC declared and paid a cash dividend
of $10,000,000. REMAC paid a dividend of $10,000,000 by transferring
short-term government agency securities on November 24, 1993.
<TABLE>
Item 6. Selected Financial Data
In Thousands of Dollars
---------------------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Interest Income $35,245 $30,928 $32,636 $47,157 $51,088
Interest Expense 34,757 30,524 31,599 46,656 50,890
Total Assets 459,002 476,666 365,326 511,043 581,515
Bonds Payable 429,652 491,864 357,160 488,117 569,805
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Year ended December 31, 1995
As of December 31, 1995, the Company has completed the issuance of
eighty-seven Series of its GNMA-Collateralized Bonds (Bonds). Each
Series of Bonds has been assigned a bond rating of AAA by Standard &
Poors Ratings Group. Proceeds from the sale of each Series of Bonds
have been used by the Company to purchase GNMA (Government National
Mortgage Association) securities from affiliated companies. The GNMA
securities purchased are pledged as collateral for one or more Series
of the Company's Bonds.
From time to time, the Company has substituted or deposited
additional GNMA securities to below-market Bond Series in accordance
with the Indentures under which the Bonds are issued. Management
anticipates that such substitution or deposit of additional GNMA
securities in these Bond Series will defer redemptions in the Bond
series affected.
Additionally, from time to time the Company has substituted or
withdrawn GNMA securities securing above-market Bond Series to the
extent permitted by the Indentures. Management anticipates that such
substitutions or withdrawals of GNMA securities will accelerate
redemptions in the Bond Series affected.
As of December 31, 1995, the Company has exercised its option to
redeem its Series 1985A through 1985K Bonds, its Series 1986A through
1986J Bonds, its Series 1987A through 1987F Bonds, its Series 1988A
through 1988M Bonds, its Series 1989A and Series 1989B Bonds, its
Series 1990A through 1990H Bonds, and its Series 1991A through 1991H
Bonds. These calls produced significant gains for the Company. The
Company has exercised its option to redeem GMNA-Collateralized Bond
Series whenever the Series were callable and the interest rate on the
series was above the current market interest rate. Management
anticipates calling any above-market interest rate Bond Series at the
earliest date permitted under the respective prospectus supplement for
such Bond Series.
The Company anticipates that receipts from the GNMA securities
securing each outstanding series of Bonds together with reinvestment
income thereon and funds available in any expense funds which may be
established for such series, will be adequate to meet the Company's
cash flow requirements to pay administrative expenses and the
principal of and interest on each series of Bonds as they become due.
The Company does not have, nor does management expect that the Company
will have, any significant source of cash flow other than capital
contributions from its parent and/or advances from its affiliates and
receipts on collateral securing Bonds which have been or may be issued
by the Company.
Because each series of outstanding Bonds is secured by GNMA
securities paying interest and principal at specified rates backed by
existing pools of mortgage loans, and because payment on outstanding
Bonds issued by the Company are at fixed interest rates, management
does not expect that changes in economic factors will significantly
affect the Company's ability to meet its obligations as they come due.
In May 1993 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," effective for
fiscal years beginning after December 15, 1993. The Company adopted
the provisions of the new standard for investments held as of or
acquired after January 1, 1994. Under the new rules, debt securities
that the Company does not have the positive intent and ability to hold
to maturity are carried at fair value. Unrealized holding gains and
losses on securities classified as available-for-sale are carried as a
separate component of shareholders' equity.
All GNMA securities are classified as available-for-sale as of
January 1, 1994. Accordingly, GNMA securities are reflected on the
accompanying balance sheet at fair value, with the unrealized gains
and losses, net of tax reported in a separate category of
shareholders' equity. In accordance with FAS 115, prior period
financial statements have not been restated to reflect the change in
accounting principal. The opening balance of stockholders' equity was
increased $14,500,000 (net of tax), representing the recognition in of
unrealized appreciation, for the Company's investment in GNMA's
determined to be available-for-sale, which were previously carried at
amortized cost. At December 31, 1994, application of FAS 115 resulted
in a reduction in stockholder's equity of $24,491,230 net of -0-
taxes, for the Company's investment in GNMA securities determined to
be available-for-sale. At December 31, 1995, application of FAS 115
resulted in an increase in stockholders equity of $14,427,611 (net of
$7,432,405 in deferred income taxes) representing the net unrealized
gain on securities classified as available-for-sale.
The Company wishes to emphasize that due to the nature of its
business, the GNMA securities carried as available-for-sale
collateralize GNMA-collateralized bonds, and the securities are not
salable before the bonds are callable, at some future date. In
addition, the market value of GNMA securities fluctuates significantly
as interest rates change; therefore, the market values of the GNMA
securities as of the future redemption dates may vary significantly
from the current date, and the realization of the unrealized gains is
not assured. When market is such that the value of GNMA securities is
less than amortized cost, the Company has the expectation that they
would be held to maturity as collateral for the related GNMA-
collateralized Bonds, or until the market value rose, whichever is
sooner, and the Company would not realize any unrealized losses.
Thus, no tax benefit is recognized for unrealized losses for the
Company's investment in GNMA's.
Item 8. Financial Statements and Supplementary Data:
See Next Page
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Ray Ellison Mortgage Acceptance Corp.
We have audited the accompanying balance sheets of Ray Ellison Mortgage
Acceptance Corp., a wholly owned subsidiary of Ray Ellison Mortgage
Investment Corp., as of December 31, 1995 and 1994, and the related
statements of operations, changes in stockholder's equity (deficit), and
cash flows for each of the three years in the period ended December 31,
1995. 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 statements 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 Ray Ellison Mortgage
Acceptance Corp. at December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, in 1994 the Company
changed its method of accounting for its security investment. As discussed
in Note 7 to the financial statements, in 1993 the Company changed its
method of accounting for income taxes.
February 12, 1996
San Antonio, Texas Ernst & Young LLP
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
Balance Sheets
December 31,
1995 1994
<S> _______________________________
ASSETS <C> <C>
Cash $ 3,956 $ 51,523
Accrued interest receivable 2,617,251 3,070,393
Underwriting fees and bond
issuance expenses 15,836,185 19,150,592
Requisite funds on deposits 386,817 231,610
Notes receivable from affiliates 1,244,279 -
Investment in GNMA securities 434,652,607 498,469,560
Plus (Less)
Fair value adjustment 21,860,016 (24,491,230)
Unamortized discount (17,598,623) (20,620,262)
_____________ ______________
438,914,000 453,358,068
Deferred tax asset - 804,276
_____________ ______________
$459,002,488 $476,666,462
============= =============
LIABILITIES
Accounts payable $ 24,853 $ 77,243
Accrued interest 2,579,568 2,849,728
Notes payable to affiliates - 493,698
Bonds payable 429,652,000 491,864,000
Deferred tax liability 7,048,980 -
_____________ ____________
Total Liabilities 439,305,401 495,284,669
STOCKHOLDER'S EQUITY (DEFICIT):
Common Stock, $1.00 par value,
10,000 shares authorized,
issued and outstanding 10,000 10,000
Contributed capital 1,911,003 1,982,062
Unrealized gains (losses) on
available-for-sale securities
net of tax 14,427,611 (24,491,230)
Retained earnings 3,348,473 3,880,961
_____________ _____________
Total stockholder's equity(deficit) 19,697,087 (18,618,207)
______________ _____________
$ 459,002,488 $476,666,462
============== ============
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
Statement of Operations
Year Ended December 31
1995 1994 1993
<S> ____________________________________
INCOME <C> <C> <C>
Interest Income $35,244,826 $30,928,676 $32,636,474
Amortization of discount 1,619,167 2,022,638 2,503,346
Gain on sales of GNMA securities 4,963,307 1,513,991 10,635,163
_______________________________________
41,827,300 34,465,305 45,774,983
EXPENSE
Interest expense 34,756,988 30,524,791 31,599,327
Amortization of underwriting fees
and bond issuance expenses 4,853,388 3,215,577 7,064,993
General and administrative 399,620 531,487 781,482
_________________________________________
40,009,996 34,271,855 39,445,802
_________________________________________
Income before taxes 1,817,304 193,450 6,329,181
Income tax expense (benefit):
Current taxes (71,059) (167,483) 1,899,668
Deferred taxes 420,851 174,941 (979,217)
__________________________________________
349,792 7,458 920,451
__________________________________________
Net Income $1,467,512 $185,992 $5,408,730
==========================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
Ray Ellison Mortgage Acceptance Corp.
Statements of Changes in Stockholder's Equity (Deficit)
Unrealized
Gains and
(Losses) on
Common Stock Available for-
----------------- Contributed Sale Securities, Retained
Shares Dollars Capital Net of Tax Earnings Total
---------------------------------------------------------------------------
<S>
Balance December 31, <C> <C> <C> <C> <C> <C>
1992 10,000 $10,000 $6,249,877 $ - $12,286,239 $18,546,116
Dividends paid - - (6,000,000) - (14,000,000) (20,000,000)
Net income - - - - 5,408,730 5,408,730
Contribution to
capital - - 1,899,668 - - 1,899,668
------------------------------------------------------------------------------
Balance December 31,
1993 10,000 10,000 2,149,545 - 3,694,969 5,854,514
Adjustment to
beginning balance
for change in
accounting method,
net of deferred
income taxes of
$7,505,000 - - - 14,500,000 - 14,500,000
Net income - - - - 185,992 185,992
Return of capital - - (167,483) - (167,483)
Change in unrealized
gains and (losses),
net of deferred
income taxes
benefit of
$7,505,000 - - - (38,991,230) - (38,991,230)
----------------------------------------------------------------------------
Statements of Changes in Stockholder's Equity (Deficit) continued
Balance December 31
1994 10,000 $10,000 1,982,062 (24,491,230) 3,880,961 (18,618,207)
Net Income - - - - 1,467,512 1,467,512
Dividend paid - - - - (2,000,000) (2,000,000)
Return of capital - - (71,059) - - (71,059)
Change in
unrealized gains
and (losses),
net of deferred
income taxes
benefit of
$7,432,405 - - - 39,918,841 - 39,918,841
-------------------------------------------------------------------------------
Balance December 31,
1995 10,000 $10,000 $1,911,003 $14,427,611 $3,348,473 $19,697,087
==============================================================================
</TABLE>
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.
Statement of Cash Flows
Year Ended December 31
1995 1994 1993
<S> _________________________________________
OPERATING ACTIVITIES <C> <C> <C>
Net Income $ 1,467,512 $ 185,992 $ 5,408,730
Adjustments to reconcile net income
to net cash provided by (used in)operating
activities:
Income tax 349,792 7,458 920,451
Amortization of discount (1,619,167) (2,022,638) (2,503,346)
Amortization of underwriting fees and bond
issuance expenses 4,853,388 3,215,577 7,064,993
Gain on sale of GNMA securities (4,963,307) (1,513,991) (10,635,163)
Changes in operating assets and liabilities:
Accrued interest receivable 453,142 (753,629) 1,052,634
Accounts payable (52,390) 47,157 (80,812)
Accrued interest payable (270,160) 664,994 (1,018,629)
________________________________________
Net cash provided by (used in) operating
activities 218,810 (169,080) 208,858
INVESTING ACTIVITIES
Net increase (decrease) in notes
receivable/payable to affiliates (1,737,977) 397,449 (969,295)
Principal payments received on GNMA
securities 30,826,502 49,037,019 69,980,960
Purchase of GNMA securities (56,859,573) (207,788,828) (78,488,823)
Proceeds from sale of GNMA securities 93,410,859 30,723,281 149,245,852
Purchase of FHLMC discount notes - - (17,985,564)
Collection of funds of FHLMC discount
notes - - 7,985,564
________________________________________
Net cash (used in) providing by investing
activities 65,639,811 (127,631,079) 129,768,694
Statement of Cash Flows continued
FINANCING ACTIVITIES
Cash dividend to parent (2,000,000) - (10,000,000)
Net(increase) decrease in
requisite funds on deposit (155,207) 237,121 (315,179)
Increase in underwriting fees and bond
issuance expenses (1,538,981) (7,792,788) (1,651,043)
Proceeds from sales of bonds 38,225,000 209,250,000 45,000,000
Redemption of bonds payable (100,437,000) (74,546,000) (175,957,000)
__________________________________________
Net cash provided by (used in) financing
activities (65,906,188) 127,148,333 (142,923,222)
------------------------------------------
Change in cash (47,567) (651,826) (12,945,670)
Cash at beginning of year 51,523 703,349 13,649,019
__________________________________________
Cash at end of year $ 3,956 $ 51,523 703,349
==========================================
See accompanying notes
</TABLE>
<PAGE>
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements
December 31, 1995, 1994 and 1993
1. Significant Accounting Policies
Nature of Business
Ray Ellison Mortgage Acceptance Corp. (Company) is in the business of
purchasing GNMA securities for investment financed by the issuance of bonds to
the public.
Basis of Presentation
The Company was incorporated in the state of Texas on October 1, 1984 and is a
wholly owned subsidiary of Ray Ellison Mortgage Investment Corp. (REMIC).
Underwriting Fees, Bond Issuance Expenses, Unamortized Discount, and
Realized Gains
The Company amortizes the underwriting fees and bond issuance expenses
(fees) and the discount on GNMA (Government National Mortgage
Association) securities by the level yield method. Underwriting fees and
bond issuance expenses at December 31, 1995 and 1994 are reported net of
accumulated amortization of $8,612,023 and $5,351,479, respectively. Any
unamortized underwriting fees and bond issuance expenses remaining upon
redemption of the bonds are expensed. Realized gains and losses, and
declines in value judged to be other-than-temporary are included in gain
on sale of GNMA securities. The cost of securities sold is based on the
specific identification method.
Fair Values of Financial Instruments
The fair values of the Company's GNMA securities and bonds payable are
estimated based on quoted market prices. The carrying values of all
other financial instruments reported in the balance sheets approximate
fair values.
New Accounting Standard
In May 1993 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115," Accounting for Certain
Investments in Debt and Equity Securities" (FAS 115), effective for
fiscal years beginning after December 15, 1993. The Company adopted the
provisions of the new standard for investments held as of or acquired
after January 1, 1994. Under the new rules, debt securities that the
Company does not have the positive intent and ability to hold to maturity
are carried at fair value. Unrealized holding gains and losses on
securities classified as available-for-sale are carried as a separate
component of stockholders' equity.
All GNMA securities are classified as available-for-sale as of January 1,
1994. Accordingly, GNMA securities are reflected on the accompanying
balance sheet at fair value, with the unrealized gains and losses, net of
tax, reported in a separate category of stockholders' equity. In
accordance with FAS 115, prior period financial statements have not been
restated to reflect the change in accounting principle. The opening
balance of shareholder's equity was increased by $14,500,000 (net of
$7,505,000 in deferred income taxes), representing the recognition of
unrealized appreciation for the Company's investment in GNMAs determined
to be available-for-sale which were previously carried at amortized cost.
At December 31, 1994, application of FAS 115 resulted in a reduction in
stockholders' equity of $24,491,230 (net of $-0- in deferred income
taxes) to reflect the net unrealized holding losses on securities
classified as available-for-sale. At December 31, 1995 application of
FAS 115 resulted in an increase in stockholders' equity of $14,427,611
(net of $7,432,405 in deferred income taxes) representing the net
unrealized gains on securities classified as available-for-sale.
The Company wishes to emphasize that due to the nature of its business,
the securities carried as available-for-sale collateralize GNMA-collateralized
bonds, and the securities are not salable before the bonds are callable, at
some future date. In addition, the market value of GNMA securities fluctuates
significantly as interest rate change; therefore, the market value as of the
future redemption dates may vary significantly from the current date, and the
realization of the unrealized gains is not assured. When the market is such
that the value of GNMA securities is less that amortized cost, the Company has
the expectation that they would be held to maturity as collateral for the
related GNMA-collateralized Bonds, or until the market value rose, whichever
is sooner, and the Company would not realized any unrealized losses. Thus,
not tax benefit is recognized for unrealized losses related to Company's
investment in GNMAs.
Use of Estimates
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 date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. Requisite Funds on Deposit
The Company is required to deposit certain requisite funds with the
Trustee for each series of bonds under the terms of the Indenture. The
Company's obligation to establish such requisite funds may be satisfied
by either cash or letters of credit.
As of December 31, 1995 and 1994, cash in the amount of $386,817 and
$231,610, respectively, had been deposited with the Trustee to satisfy
the Company's obligations relative to such requisite funds.
3. Assets Subject to Lien
Substantially all of the assets of the Company are pledged as security
for the long-term bonds payable.
4. Bonds Payable
The Company has filed six shelf registrations authorizing a total
issuance of $1,600,000,000 in long-term bonds. The long-term bonds
payable of the Company are issued in series as follows:
<TABLE>
Face Bonds Outstanding
of Bonds Interest Maturity December 31,
Series Issued at Issue Rate Date 1995 1994
______ ______ ____________ ________ ________ __________ __________
<S> <C> <C> <C> <C> <C> <C>
1985A 02/27/85 $ 11,559,000 11.500% 03/28/2015 $ - $ -
1985B 03/28/85 10,337,000 12.000% 04/28/2015 - -
1985C 04/24/85 10,343,000 11.850% 12/28/2015 - -
1985D 05/20/85 13,714,000 11.450% 07/28/2016 - -
1985E 06/26/85 12,784,000 10.750% 08/28/2016 - -
1985F 07/25/85 10,004,000 10.625% 09/28/2016 - -
1985G 08/28/85 9,223,000 10.750% 10/28/2016 - -
1985H 09/26/85 9,106,000 10.500% 11/28/2016 - -
1985I 10/24/85 11,753,000 10.875% 12/28/2016 - -
1985J 11/26/85 8,720,000 10.400% 01/28/2017 - -
1985K 12/26/85 8,923,000 10.250% 02/28/2017 - -
1986A 01/28/86 9,380,000 9.750% 03/28/2017 - -
1986B 02/27/86 19,512,000 9.750% 04/28/2017 - -
1986C 03/26/86 9,204,000 9.375% 05/28/2017 - -
1986D 04/23/86 9,989,000 8.500% 06/28/2017 - -
1986E 06/26/86 10,650,000 9.250% 08/28/2017 - -
1986F 07/24/86 20,600,000 9.000% 09/28/2017 - -
1986G 08/28/86 20,990,000 9.000% 10/28/2017 - -
1986H 09/25/86 14,153,000 8.625% 11/28/2017 - -
1986I 11/25/86 10,002,000 8.625% 01/28/2018 - -
1986J 12/30/86 9,390,000 8.250% 02/28/2018 - -
1987A 07/30/87 17,500,000 9.000% 09/28/2018 - -
1987B 08/27/87 18,000,000 9.000% 10/28/2018 - -
1987C 09/30/87 10,000,000 9.500% 11/28/2018 - -
1987D 10/29/87 15,000,000 9.750% 12/31/2018 - -
1987E 11/25/87 16,000,000 10.000% 01/31/2019 - -
1987F 11/25/87 16,655,000 9.500% 01/31/2019 - -
1988A 01/27/88 15,000,000 9.500% 03/31/2019 - -
1988B 02/25/88 13,925,000 9.000% 04/30/2019 - -
1988C 02/25/88 10,000,000 8.500% 04/30/2019 - -
1988D 03/30/88 14,950,000 8.750% 05/31/2019 - -
1988E 05/26/88 18,000,000 9.125% 07/31/2019 - -
1988F 06/23/88 33,000,000 9.375% 08/31/2019 - -
1988G 06/23/88 14,000,000 9.450% 08/31/2019 - -
1988H 07/28/88 15,000,000 9.125% 09/30/2019 - -
1988I 08/25/88 25,000,000 9.375% 10/31/2019 - -
1988J 08/25/88 22,000,000 9.200% 10/31/2019 - -
1988K 09/29/88 17,000,000 9.150% 11/30/2019 - -
1988L 10/27/88 20,000,000 9.100% 12/31/2019 - -
1988M 11/23/88 30,000,000 9.000% 01/31/2020 - -
1989A 01/25/89 22,000,000 9.500% 03/31/2020 - -
4. Bonds Payable continued
Face Bonds Outstanding
of Bonds Interest Maturity December 31,
Series Issued at Issue Rate Date 1995 1994
______ ______ ________ ________ _________ ______________________
<S> <C> <C> <C> <C> <C> <C>
1989B 01/25/89 17,000,000 9.600% 03/31/2020 - -
1990A 05/24/90 5,000,000 9.500% 05/31/2021 - -
1990B 08/30/90 15,150,000 9.000% 08/31/2021 - -
1990C 09/27/90 10,000,000 9.100% 09/30/2021 - -
1990D 09/27/90 10,000,000 9.000% 09/30/2021 - -
1990E 10/25/90 10,000,000 9.150% 10/31/2021 - -
1990F 10/25/90 14,500,000 9.050% 10/31/2021 - -
1990G 11/21/90 15,000,000 9.000% 11/30/2021 - 5,466,000
1990H 12/27/90 8,000,000 8.500% 12/31/2021 - 3,479,000
1991A 02/21/91 9,000,000 8.100% 02/28/2022 - 6,103,000
1991B 03/28/91 5,000,000 8.100% 03/31/2022 - 3,796,000
1991C 04/25/91 6,000,000 8.150% 04/30/2022 - 4,903,000
1991D 05/30/91 12,650,000 8.150% 05/31/2022 - 3,885,000
1991E 06/27/91 28,500,000 8.500% 06/30/2022 - 16,354,000
1991F 07/25/91 18,000,000 8.450% 07/31/2022 - 9,101,000
1991G 08/29/91 18,000,000 8.000% 08/31/2022 - 12,653,000
1991H 09/26/91 14,000,000 7.875% 09/30/2022 - 9,180,000
1991I 11/27/91 13,000,000 7.500% 11/30/2022 8,929,000 9,928,000
1991J 12/23/91 7,000,000 7.500% 12/31/2022 4,237,000 4,655,000
1992A 03/26/92 21,000,000 7.250% 03/31/2023 14,664,000 16,159,000
1992B 04/23/92 6,500,000 7.400% 04/30/2023 4,841,000 5,464,000
1992C 05/28/92 17,500,000 7.600% 05/31/2023 12,272,000 13,614,000
1992D 06/25/92 24,000,000 7.400% 06/30/2023 18,397,000 19,625,000
1992E 07/30/92 19,000,000 7.150% 07/31/2023 12,082,000 13,256,000
1992F 08/27/92 8,000,000 6.600% 08/31/2023 5,144,000 5,467,000
1992G 11/25/92 47,250,000 7.000% 11/30/2023 40,479,000 42,938,000
1992H 12/23/92 23,600,000 7.100% 12/31/2023 20,347,000 21,889,000
1992I 12/23/92 14,300,000 7.050% 12/31/2023 11,864,000 12,692,000
1993A 01/28/93 24,000,000 7.000% 01/31/2024 20,812,000 22,791,000
1993B 12/22/93 21,000,000 6.000% 12/31/2024 20,515,000 20,765,000
1994A 01/27/94 15,000,000 6.000% 01/31/2025 14,669,000 14,847,000
1994B 02/24/94 13,000,000 6.000% 02/28/2025 12,724,000 12,879,000
1994C 03/24/94 10,000,000 6.500% 03/31/2025 9,818,000 9,925,000
1994D 05/26/94 19,500,000 7.400% 05/31/2025 18,254,000 19,128,000
1994E 05/26/94 13,950.000 7.500% 05/31/2025 13,184,000 13,823,000
1994F 06/23/94 16,000,000 7.300% 06/30/2025 15,028,000 15,913,000
1994G 07/28/94 16,500,000 7.125% 07/31/2025 15,397,000 16,387,000
1994H 07/28/94 24,150,000 7.500% 07/31/2025 23,363,000 24,050,000
1994I 08/25/94 16,050,000 7.500% 08/31/2025 15,002,000 15,855,000
1994J 09/29/94 18,600,000 7.500% 09/30/2025 17,472,000 18,403,000
1994K 11/23/94 15,000,000 8.000% 11/30/2025 14,020,000 14,991,000
1994L 12/28/94 15,000,000 8.100% 12/31/2025 14,124,000 15,000,000
</TABLE>
4. Bonds Payable continued
<TABLE>
Face Bonds Outstanding
of Bonds Interest Maturity December 31,
Series Issued at Issue Rate Date 1995 1994
______ ______ __________ ________ __________ ___________ __________
<S> <C> <C> <C> <C> <C> <C>
1994M 12/28/94 16,500,000 8.000% 12/31/2025 14,757,000 16,500,000
1995A 02/23/95 8,000,000 8.000% 02/28/2026 7,805,000 -
1995B 03/30/95 21,000,000 7.500% 03/31/2026 20,339,000 -
1995C 05/25/95 9,225,000 7.100% 05/31/2026 9,113,000 -
_____________ ___________ __________
1,322,791,000 429,652,000 491,864,000
============= ========== ==========
</TABLE>
The remaining bonds may be redeemed at the option of the Company, in
whole or in part, at any time after the fourth anniversary of their
issuance. To ensure sufficient funds to meet debt service requirements,
the Indenture provides for redemption if the payments to be made on the
GNMA securities will be less than the debt service requirements. The
amounts of bonds to be redeemed are dependent on a number of factors such
as: 1) prepayments on the GNMA securities, 2) interest earned on
requisite funds, 3) deposit or substitution of collateral in lieu of bond
redemption , and 4) requests for redemption by bondholders. In all
redemptions described above, the redemption price will be 100% of the
principal amount of the bonds to be redeemed plus interest accrued to the
date of redemption.
Cash paid for interest was $35,027,148, $29,859,797, and 32,617,956 for
the years ended December 31, 1995, 1994 and 1993, respectively.
5. Related Party Transactions
The Company was organized to facilitate the financing of long-term
mortgage loans through the issuance and sale of GNMA-collateralized
bonds. The bonds issued represent obligations solely of the Company and
are not guaranteed by any of its affiliates.
The Company entered into a revolving note receivable with an affiliated
company on October 31, 1992 for $20,000,000. The note is due on demand,
or if no demand is make on December 31, 1996. Interest is due monthly at
the prime rate. There balance outstanding relating to this note at
December 31, 1995, and 1994 was $1,244,279 and 0, respectively.
The Company entered into a revolving promissory note payable with an
affiliated company on September 1, 1992 for $10,000,000. The note, with
an outstanding balance of $ 0 and $493,698 at December 31, 1995 and 1994,
respectively, is due on demand, of if no demand is made, on September 1,
1996. Interest is due monthly at the prime rate. The note is
subordinated to the Company's GNMA-collateralized bonds.
In January, 1995, the Company's parent (REMIC) obtained a line-of credit
with a bank for $10,000,000. Concurrently, the Company entered into a
line-of-credit arrangement with REMIC in the amount of $10,000,000. Both
arrangements mature in January 1999 and call for interest payable monthly
at prime plus 1/2%. REMIC has pledge the Company's stock as collateral
for this line of credit. The Company has pledged a portion of its cash
flows from certain bond series as collateral for this financing. There
was no balance outstanding relating to their note at December 31, 1995.
Notes and advances to affiliated companies bear interest at the current
market rates. Net interest income earned from affiliates for advances
totaled $48,240, $8,968, and $596,906, in 1995, 1994, and 1993,
respectively.
Net interest expense incurred in connection with revolving notes payable
totaled $19,155, $41,099, and $67,754 in 1995, 1994, and 1993,
respectively.
GNMA securities are purchased and sold through an affiliated company at a
cost which approximates market.
None of the directors or executive officers of the Company receive any
direct renumeration from the Company, however certain of the Company's
executive officers participate in an employment agreement with Company's
parent and other affiliated companies. The agreement provides that such
executive officers are entitled to share in approximately 30% of corporate
distributions.
General and administrative services for the Company including accounting,
legal and other administrative functions are provided by affiliated
companies. Fees for general and administrative services were $197,500,
$209,149, and $455,719 in 1995, 1994, and 1993, respectively.
6. Stockholder's Equity (Deficit)
During the year ended December 31, 1995, the Company declared and paid
$2,000,000 in cash dividends. During the year ended December 31, 1993,
the Company declared dividends totaling $20,000,000. Ten million dollars
of the dividends were paid in cash, and $10,000,000 were paid by the
transfer of short-term government agency securities.
7. Federal Income Taxes
Effective January 1, 1993, the Company changed its method of accounting
for income taxes from the deferred method to the liability method
required by FASB Statement No. 109, "Accounting for Income Taxes") (FAS
109). Under the liability method, deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. The cumulative effect of adopting FAS 109
as of January 1, 1993 was not material.
The Company files a consolidated federal income tax return with its
parent. Under its legal tax sharing agreement with its parent, current
federal income tax paid by the Company is based on the relationship of
the Company's taxable income to the total taxable income of all
profitable members of the consolidated group. Current federal income tax
expense is allocated to profitable members of the consolidated group.
Current federal income tax expense is allocated to profitable members of
the consolidated group only if the consolidated group has a current
federal income tax expense. Any taxes allocated to the Company under
this agreement are payable to the parent.
FAS 109 requires the recognition of income taxes amount members of a
consolidated group as if each member had filed a separate return. The
Company's income tax expenses under its legal tax sharing agreement
varies from that recognized under FAS 109. Charges and credits to
contributed capital or retained earnings result from applying the
provisions of FAS 109 when cash payments or receipts of taxes are not
required to be made to or from the parent under the legal tax sharing
agreement. During the year ended December 31, 1995 and 1994 a return of
capital of $71,059 and $167,483, respectively, was recorded to reflect
the income tax benefit that must be recorded under FAS 109 but will no be
received from the parent under the Company's legal tax sharing agreement.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. The only significant components of the Company's deferred tax
assets and liabilities relate to a deductible temporary difference of
$1,127,722 and $3,154,024 at December 31, 1995 and 1994, respectively,
resulting from an excess of tax basis on GNMA securities over that
recorded for financial reporting purposes and a taxable gain of
$21,860,016 at December 31, 1995, resulting from the adjustment to fair
value of the Company's investment in GNMAs.
The reconciliation of income tax attributable to continuing operations
computed at the U.S. federal statutory tax rate of 34% to income tax
expense is:
<TABLE>
1995 1994 1993
--------------------------------
<S> <C> <C> <C>
Tax expense at U.S. statutory
rates $ 617,883 $ 65,773 $2,151,922
Decrease in deferred tax asset
valuation allowance (268,091) (58,315) (1,231,471)
----------------------------------
$ 349,792 7,458 920,451
==================================
</TABLE>
8. Fair Values of Financial Instruments
The carrying amounts and fair values of the Company's financial instruments
at December 31, 1995 and 1994 are as follows:
<TABLE>
December 31, 1995 December 31, 1994
-------------------------------------------------
Estimated Estimated
Fair Fair
Cost Value Cost Value
----------------------------------------------------
<S> <C> <C> <C> <C>
Cash $ 3,956 $ 3,956 $ 51,523 $ 51,523
Notes receivable
from affiliates 1,244,279 1,244,279 - -
GNMA securities 417,053,984 438,914,000 477,849,298 453,358,068
Notes payable
to affiliates - - 493,698 493,698
Bonds payable 429,652,000 426,002,383 491,864,000 450,464,437
</TABLE>
The Company is in the business of purchasing GNMA securities for investment
financed by the issuance of bonds to the public. All securities are
pledged as collateral for the bonds payable. AS discussed in Note 4, the
bonds can be redeemed at the option of the Company after the fourth
anniversary of the particular Bonds Series. All bond redemptions are at
par; therefore, the Company will not realized a gain or loss on the
disposition of the bonds under its optional call provisions. The fair
values of the GNMA securities fluctuate significantly as interest rates
change; therefore, fair values as of the future redemption dates may vary
significantly from those stated above. When the market is such that the
value of GNMA securities is less than par, the Company has the expectation
that they would be held to maturity as collateral for the related GNMA
- -collateralized Bonds, or until the market value rose, whichever is sooner,
and the Company would not realize any unrealized losses. All GNMA
securities contractually mature after December 31, 2006. Expected
maturities will differ from contractual maturities because the issuers of
the securities may have the right to prepay obligations without prepayment
penalties.
<PAGE>
Item 9. Disagreements on Accounting and Financial Disclosure.
None.
Item 10. Directors and Executive Officers.
The following is a list of REMAC's directors and executive offic-
ers. All of such directors and executive officers have served in
their respective capacities since the dates described below.
<TABLE>
<S> <C> <C>
Name Age Position
----------- ---- ---------------------
Jack Biegler 52 President, Secretary
and Director
John H. Willome 49 Vice President and
Director
Goodhue W. Smith, III 46 Director
Locksley Simmons 37 Vice President,
Treasurer, and
Assistant Secretary
</TABLE>
Jack Biegler is Vice President and Chief Financial Officer for Ray
Ellison Industries, Inc. He has, for more than five years prior to
the date of this 10-K, served in various executive financial
capacities for affiliates of the Company. Mr. Biegler is the
President of Ray Ellison Mortgage Investment Corp., the parent
corporation of the Company. He has also served as a director of
Valley-Hi National Bank (now Norwest), a former affiliate of the
Company, from April, 1983 to the present and is currently serving as
the Chairman of the Board.
John H. Willome is President of Ray Ellison Industries, Inc. He
has, for more than five years prior to the date of this 10-K, served
in executive capacities for affiliates of the Company. Mr. Willome is
Vice President of Ray Ellison Mortgage Investment Corp., the parent
corporation of the Company.
Goodhue W. Smith, III is Secretary and Treasurer of Duncan-Smith
Co., an investment banking firm, and has served in that capacity for
more than five years prior to the date of this 10-K.
Locksley Simmons is assistant to the Chief Financial Officer of
Ray Ellison Industries, Inc and has served in various financial
positions for affiliates of the Company for more than five years prior
to the date of this 10-K.
Mr. Biegler was initially elected as an officer of the Company on
October 1, 1984, and was most recently reelected on December 31,
1995; Ms. Simmons was initially elected to her position with the
Company on April 11, 1988 and was reelected December 31, 1995; Mr.
Willome was initially elected to his position with the Company on
December 29, 1989, and was reelected December 31, 1995; Mr. Smith was
initially elected to his position with the Company on March 30, 1990,
and was reelected December 31, 1995, in each case to hold office
during the term for which they are elected and until their successors
are elected and qualify in accordance with the terms of REMAC's
Articles of Incorporation and the laws of the State of Texas. There
are no family relationships among or between such directors and ex-
executive officers.
Item 11. Executive Compensation
None of the directors and executive officers of the Company
presently receive any direct remuneration (other than reimbursement of
expenses) from REMAC. It is currently anticipated that the officers
and directors of the Company will continue to devote substantially all
of their time to their duties related to their respective positions
with Ray Ellison Industries, Inc. and its affiliates. The officers
and directors of the Company will devote such of their time as may be
necessary to ensure that REMAC fulfills its duties under the
respective Indentures governing the Bonds and such other duties as
the officers and directors shall deem necessary to protect the
interest of the Bondholders or which may be required by law.
Certain of the Company's executive officers participate in an
employment agreement with the Company's parent and other affiliated
companies. The agreement provides that such executive officers are
entitled to share in approximately 30% of corporate distributions.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The authorized capital stock of the Company consists of 10,000
shares of common stock, par value $1.00 per share, (the "Common
Stock"). As of the date hereof, 10,000 shares of Common Stock were
issued and outstanding and were owned by Ray Ellison Mortgage
Investment Corp. Such shares may be pledged from time to time to
secure indebtedness of Ray Ellison Mortgage Investment Corp. and/or
its affiliates.
Set forth below is certain information as to the beneficial owner-
ship of each class of equity securities of Ray Ellison Mortgage
Investment Corp., the parent corporation of the Issuer, as of February
17, 1996.
<TABLE>
<S>
<C> <C> <C> <C>
Amount and
Nature of
Name of Beneficial Percent
Title of Class Beneficial Owner Ownership (1) of
Class
- -------------------------------------------------------------------------
Common Stock Ray Ellison 10,000 Shares 100%
Grandchildren
Trust (1)
</TABLE>
(1) The Ray Ellison Grandchildren Trust dated March 3, 1992
beneficially owns 100% of the outstanding stock of Ray Ellison
Mortgage Investment Corp. and its wholly-owned subsidiary,
Ray Ellison Mortgage Acceptance Corp.
Item 13. Certain Relationships and Related Transactions.
Not Applicable.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a)(1) Financial Statements
The following financial statements are included in Part II,
Item 8:
Report of Independent Auditors
Balance Sheets - December 31, 1995 and 1994
Statements of Operations
-Years ended December 31, 1995, 1994 and 1993
Statements of Changes in Stockholder's Equity (Deficit)
-Years ended December 31, 1995, 1994, and 1993
Statements of Cash Flows
-Years ended December 31, 1995, 1994, and 1993
(a)(2) Financial Statement Schedules
All schedules have been omitted because they are either
inapplicable or the required information has been given in the
financial statements or the notes thereto.
(a)(3) Exhibits
Exhibit Number
Ex-1 -- Form of Underwriting Agreement including form of Terms
Agreement (4).
Ex-3(i) -- Articles of Incorporation of the Registrant as originally
filed. (1)
Ex-3(ii) -- Bylaws of the Registrant as currently in effect.(1)
Ex-4.1 -- Form of Indenture between the Registrant and Trustee
(containing Form of Bond).(4)
Ex-4.2 -- Form of Series Supplement. (2)
-- Form of Guaranty Agreement (level payment and graduated
payment) for GNMA I Program ("Summary of Guaranty
Agreement"). (3)
Ex-4.3 -- Form of Guaranty Agreement for GNMA II Program ("Schedule
of Subscribers and GNMA II Contractual Agreement"). (4)
*Ex-19 -- Statement of Ray Ellison Mortgage Acceptance Corp. to
GNMA-Collateralized Bondholders, in accordance with
the Indenture.
*Ex-23 -- Consent of experts
*Ex-27 -- Financial Data Schedule
___________________________________
* Filed herewith
1. Previously filed with the Commission as an exhibit to the
Registrant's Form S-11 Registration Statement (File No. 2-
93624) on October 4, 1984, and incorporated by reference
herein.
2. Previously filed with the Commission as an exhibit to the
Post-Effective Amendment No. 1 to the Registrant's Form S-11
Registration Statement (File No. 2-93624) on February 14,
1985, and incorporated by reference herein.
3. Previously filed with the Commission as an exhibit to Amendment
No. 1 to the Registrant's Form S-11 Registration Statement (File
No. 2-93624) on January 11, 1985, and incorporated by reference
herein.
4. Previously filed with the Commission as an exhibit to the
Registrant's Form S-11 Registration Statement (File No. 33-
48368) on June 4, 1992, and incorporated by reference herein.
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed by the undersigned, thereunto duly authorized.
Ray Ellison Mortgage
Acceptance Corp.
(Registrant)
March 25, 1996 By /s/Jack Biegler
-----------------------------
Jack Biegler
President, (Principal Executive
Officer) Director, and Secretary
March 25, 1996 By /s/Locksley Simmons
------------------------------
Locksley Simmons
Vice President, Treasurer,
(Chief Financial Officer and
Principal Accounting Officer)
and Assistant Secretary
Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 25, 1996.
SIGNATURE CAPACITY
- ------------ ---------
/s/ Jack Biegler Director
- ----------------
Jack Biegler
/s/ John H. Willome Director
- -------------------
John H. Willome
/s/ Goodhue W. Smith, III Director
- -------------------------
Goodhue W. Smith, III
Supplemental information to be furnished with reports filed pursuant to
-----------------------------------------------------------------------
section 15(d) of the act by registrants, which have not registered
-----------------------------------------------------------------------
Securities pursuant to Section 12 of the Act.
---------------------------------------------
No annual report or proxy material has been sent to Bondholders of Ray
Ellison Mortgage Acceptance Corp. GNMA-Collateralized Bonds, issued in
Series.
<PAGE>
REMAC Series 1991I GNMA Collateralized Bonds
RE: Annual Report to Bondholders
Each year we are required, pursuant to Section 7.04(4) of the
trust indenture for the above captioned bond series, to report to
you the following information about the bonds. The data listed
is only to inform you of certain information about the bonds. If
you have any questions about this data please contact your broker
at his local office or the Trustee at (904)645-1934.
Amount as of December 31, 1995
Reserve Fund Balance for Series 1991I $ 0.00
Redemption Fund Balance for Series 1991I 450.19
Principal Amount of Series 1991I Bonds
redeemed in 1995 999,000.00
Principal Amount of pending requests for
redemption by deceased Bondholders 0.00
Principal Amount of pending requests for 4,433,000.00
redemption by Bondholders other than
deceased Bondholders
/s/ Locksley Simmons
-------------------------------
Locksley Simmons, Vice President
<PAGE>
REMAC Series 1991J GNMA Collateralized Bonds
RE: Annual Report to Bondholders
Each year we are required, pursuant to Section 7.04(4) of the
trust indenture for the above captioned bond series, to report to
you the following information about the bonds. The data listed
is only to inform you of certain information about the bonds. If
you have any questions about this data please contact your broker
at his local office or the Trustee at (904)645-1934.
Amount as of December 31, 1995
Reserve Fund Balance for Series 1991J $ 0.00
Redemption Fund Balance for Series 1991J 658.12
Principal Amount of Series 1991J Bonds
redeemed in 1995 418,000.00
Principal Amount of pending requests for
redemption by deceased Bondholders 0.00
Principal Amount of pending requests for 2,353,000.00
redemption by Bondholders other than
deceased Bondholders
/s/ Locksley Simmons
-------------------------------
Locksley Simmons, Vice President
<PAGE>
REMAC Series 1992A GNMA Collateralized Bonds
RE: Annual Report to Bondholders
Each year we are required, pursuant to Section 7.04(4) of the
trust indenture for the above captioned bond series, to report to
you the following information about the bonds. The data listed
is only to inform you of certain information about the bonds. If
you have any questions about this data please contact your broker
at his local office or the Trustee at (904)645-1934.
Amount as of December 31, 1995
Reserve Fund Balance for Series 1992A $ 0.00
Redemption Fund Balance for Series 1992A 702.07
Principal Amount of Series 1992A Bonds
redeemed in 1995 1,495,000.00
Principal Amount of pending requests for
redemption by deceased Bondholders 72,000.00
Principal Amount of pending requests for 7,631,000.00
redemption by Bondholders other than
deceased Bondholders
/s/ Locksley Simmons
--------------------------------
Locksley Simmons, Vice President
<PAGE>
REMAC Series 1992B GNMA Collateralized Bonds
RE: Annual Report to Bondholders
Each year we are required, pursuant to Section 7.04(4) of the
trust indenture for the above captioned bond series, to report to
you the following information about the bonds. The data listed
is only to inform you of certain information about the bonds. If
you have any questions about this data please contact your broker
at his local office or the Trustee at (904)645-1934.
Amount as of December 31, 1995
Reserve Fund Balance for Series 1992B $ 0.00
Redemption Fund Balance for Series 1992B 495.26
Principal Amount of Series 1992B Bonds
redeemed in 1995 623,000.00
Principal Amount of pending requests for
redemption by deceased Bondholders 0.00
Principal Amount of pending requests for 1,845,000.00
redemption by Bondholders other than
deceased Bondholders
/s/ Locksley Simmons
--------------------------------
Locksley Simmons, Vice President
<PAGE>
REMAC Series 1992C GNMA Collateralized Bonds
RE: Annual Report to Bondholders
Each year we are required, pursuant to Section 7.04(4) of the
trust indenture for the above captioned bond series, to report to
you the following information about the bonds. The data listed
is only to inform you of certain information about the bonds. If
you have any questions about this data please contact your broker
at his local office or the Trustee at (904)645-1934.
Amount as of December 31, 1995
Reserve Fund Balance for Series 1992C $ 0.00
Redemption Fund Balance for Series 1992C 996.68
Principal Amount of Series 1992C Bonds
redeemed in 1995 1,342,000.00
Principal Amount of pending requests for
redemption by deceased Bondholders 0.00
Principal Amount of pending requests for 4,466,000.00
redemption by Bondholders other than
deceased Bondholders
/s/ Locksley Simmons
--------------------------------
Locksley Simmons, Vice President
<PAGE>
REMAC Series 1992D GNMA Collateralized Bonds
RE: Annual Report to Bondholders
Each year we are required, pursuant to Section 7.04(4) of the
trust indenture for the above captioned bond series, to report to
you the following information about the bonds. The data listed
is only to inform you of certain information about the bonds. If
you have any questions about this data please contact your broker
at his local office or the Trustee at (904)645-1934.
Amount as of December 31, 1995
Reserve Fund Balance for Series 1992D $ 0.00
Redemption Fund Balance for Series 1992D 94.86
Principal Amount of Series 1992D Bonds
redeemed in 1995 1,228,000.00
Principal Amount of pending requests for
redemption by deceased Bondholders 0.00
Principal Amount of pending requests for 8,003,000.00
redemption by Bondholders other than
deceased Bondholders
/s/ Locksley Simmons
--------------------------------
Locksley Simmons, Vice President
<PAGE>
REMAC Series 1992E GNMA Collateralized Bonds
RE: Annual Report to Bondholders
Each year we are required, pursuant to Section 7.04(4) of the
trust indenture for the above captioned bond series, to report to
you the following information about the bonds. The data listed
is only to inform you of certain information about the bonds. If
you have any questions about this data please contact your broker
at his local office or the Trustee at (904)645-1934.
Amount as of December 31, 1995
Reserve Fund Balance for Series 1992E $ 0.00
Redemption Fund Balance for Series 1992E 500.71
Principal Amount of Series 1992E Bonds
redeemed in 1995 1,174,000.00
Principal Amount of pending requests for
redemption by deceased Bondholders 0.00
Principal Amount of pending requests for 4,195,000.00
redemption by Bondholders other than
deceased Bondholders
/s/ Locksley Simmons
--------------------------------
Locksley Simmons, Vice President
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated February 12, 1996,
in the Registration Statement (Form S-3 No. 33-76642) and the
related Prospectus of Ray Ellison Mortgage Acceptance Corp.
ERNST & YOUNG LLP
San Antonio, Texas
March 20, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF OPERATIONS OF THE COMPANY'S 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000754591
<NAME> RAY ELLISON MORTGAGE ACCEPTANCE CORP.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 3,956
<SECURITIES> 438,914,000
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<PP&E> 0
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<CURRENT-LIABILITIES> 2,604,421
<BONDS> 429,652,000
<COMMON> 10,000
0
0
<OTHER-SE> 19,687,087
<TOTAL-LIABILITY-AND-EQUITY> 459,002,488
<SALES> 0
<TOTAL-REVENUES> 41,827,300
<CGS> 0
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<INCOME-PRETAX> 1,817,304
<INCOME-TAX> 349,792
<INCOME-CONTINUING> 1,467,512
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<EPS-PRIMARY> 146.75
<EPS-DILUTED> 146.75
</TABLE>
