CORNERSTONE MORTGAGE INVESTMENT GROUP II INC
10-Q, 2000-11-08
ASSET-BACKED SECURITIES
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                           ----------------------

                                  FORM 10-Q

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

                   OF THE SECURITIES EXCHANGE ACT OF 1934


              For the quarterly period ended SEPTEMBER 30, 2000
                                             ------------------

                       Commission file number 33-11459
                                              --------


               CORNERSTONE MORTGAGE INVESTMENT GROUP II, INC.
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


      DELAWARE                                    43-1432378
------------------------------------------------------------------------------
      (State or other jurisdiction of           (IRS Employer
      incorporation or organization)            Identification No.)

      201 Progress Parkway
      Maryland Heights, Missouri                    63043
------------------------------------------------------------------------------
      (Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code    (314) 515-2000
                                                     ------------------

   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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date, October 27,
2000:

                 COMMON STOCK, $1.00 Par Value - 500 Shares



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        CORNERSTONE MORTGAGE INVESTMENT GROUP II, INC.

                            INDEX


                                                          Page
                                                        Number
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheet......................................3
         Notes to Balance Sheet.............................4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations................5


Part II. OTHER INFORMATION..................................6

SIGNATURES..................................................7




                                     2

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                        Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
               CORNERSTONE MORTGAGE INVESTMENT GROUP II, INC.

                                BALANCE SHEET

                                 (UNAUDITED)

<CAPTION>
                                                          September 30,              December 31,
                                                              2000                       1999
------------------------------------------------------------------------------------------------

                                   ASSETS
                                   ------
<S>                                                        <C>                        <C>
CASH                                                       $      500                 $      500
                                                           ==========                 ==========





                            STOCKHOLDER'S EQUITY
                            --------------------

COMMON STOCK - $1.00 par value, 150,000
   shares authorized, 500 shares issued and outstanding    $     500                  $      500
                                                           =========                  ==========

------------------------------------------------------------------------------------------------



The accompanying notes are an integral part of these financial statements.
</TABLE>



                                     3

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<PAGE>

                        Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements



               CORNERSTONE MORTGAGE INVESTMENT GROUP II, INC.

                           NOTES TO BALANCE SHEET

                                 (Unaudited)

BASIS OF PRESENTATION
   The financial information included herein is unaudited. However, in the
opinion of management, such information includes all adjustments of a normal
recurring nature which are necessary for its fair presentation.
   Cornerstone Mortgage Investment Group II, Inc. ("Cornerstone II") is a
Delaware corporation and a wholly-owned subsidiary of Edward D. Jones & Co.,
L.P. ("EDJ" or the "Partnership"), a Missouri limited partnership.
Cornerstone II was incorporated on December 22, 1986, for the limited
purpose of structuring and selling mortgage-backed securities (the
"Certificates"), which are backed by Government National Mortgage
Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC) and
Federal National Mortgage Association (FNMA) Securities (collectively the
"Deposited Securities").
   EDJ absorbed all costs related to the organization of Cornerstone II. In
addition, EDJ paid all offering expenses and assumed all future revenues and
expenses in connection with prior security transactions. Due to the absence
of revenue or expense generating transactions, no income statement is
presented. The balance of stockholder's equity consists solely of common
stock issued on December 30, 1986; therefore, no statement of stockholder's
equity is presented. All funds were obtained from capital transactions;
therefore, no statement of cash flows is presented.



                                     4

<PAGE>
<PAGE>


                        Part I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


               CORNERSTONE MORTGAGE INVESTMENT GROUP II, INC.

                      MANAGEMENT'S FINANCIAL DISCUSSION

   No series have been issued since May 29, 1991. During the twelve months
ended December 31, 1999 and 1998, EDJ and Cornerstone II exercised the
option to repurchase collateral for 22 and three of the 29 series,
respectively, which had a current collateral principal balance that was less
than 10% of the original collateral principal balance. EDJ and Cornerstone
II exercised the option to repurchase collateral for two series during the
nine months ended September 30, 2000, none of which were excercised during
the three months ended September 30, 2000.
   Since Cornerstone II had previously surrendered control of the future
economic benefit in the collateral to EDJ, these transactions have not been
accounted for by Cornerstone II. Accordingly, no income statement is
presented.
   The outstanding principal balance and remaining collateral value relating
to the two outstanding series are $4,175,000 and $4,201,346, respectively,
as of September 30, 2000.



                                     5

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<PAGE>


                         Part II. OTHER INFORMATION

               CORNERSTONE MORTGAGE INVESTMENT GROUP II, INC.


Item 1:  Legal Proceedings:
   There are no pending legal proceedings.

Item 2.  Changes in Securities:
   No change.

Item 3.  Default upon Senior Securities:
   No default.

Item 4.  Submission of Matters to a Vote of Security Holders:
   Nothing to report.

Item 5.  Other Information:
   Nothing to report.

Item 6:  Exhibits and Reports on Form 8-K

   (a) Exhibits

   Exhibit No.       Description of Exhibit
   -----------       ----------------------


     4.1             Deposit Agreement dated as of February 20, 1987,
                     between the Company, as Depositor, and The Bank of New
                     York, as successor Custodian (incorporated by reference
                     to Exhibit 2 to the Current Report on Form 8-K filed on
                     March 6, 1987).

     4.2             Trust Agreement dated as of February 20, 1987, between
                     the Company, as Depositor, and The Bank of New York, as
                     successor Trustee (incorporated by reference to Exhibit
                     3 to the Current Report on Form 8-K filed on March 6,
                     1987).

     4.3             Trust Agreement dated as of February 20, 1987, between
                     the Company, as Depositor, and The Bank of New York, as
                     successor Trustee (incorporated by reference to Exhibit
                     4 to the Current Report on Form 8-K filed on March 6,
                     1987).

   (b) Reports on Form 8-K
   No reports were filed on Form 8-K for the quarter ended September 30, 2000.




                                     6

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                                 SIGNATURES


   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 thereunto duly authorized.


               CORNERSTONE MORTGAGE INVESTMENT GROUP II, INC.
                                (Registrant)




/s/ John C. Heisler           Chairman of the Board,
    -----------------------     Chief Financial Officer,
    John C. Heisler             Chief Accounting Officer      October 27, 2000
                                and Director




/s/ Philip R. Schwab          President, Chief Executive
    -----------------------     Officer and Director          October 27, 2000
    Philip R. Schwab






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