UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended MARCH 31, 1997
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 33-21796
JHM ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-1472693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8300 GREENSBORO DRIVE, SUITE 970, MCLEAN, VA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-749-8240
c/o EXECUTIVE OFFICES, INC., 42-C READ'S WAY, NEW CASTLE, DE 19720
(Former address if changed from last report)
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 such filing requirements for the past 90 days.
Yes X No
State the aggregate market value of the voting stock held by non-
affiliates of the registrant: NONE
At June 25, 1997, the registrant had 7 shares of common stock
outstanding all of which were held by an affiliate.
<PAGE>
JHM ACCEPTANCE CORPORATION
Form 10-K
March 31, 1997
TABLE OF CONTENTS
PART I
Page
----
Item 1. Business 3-4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 9-16
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 17
PART III
Item 10. Directors and Executive Officers of the Registrant 18
Item 11. Executive Compensation 19
Item 12. Security Ownership of Certain Beneficial Owners and
Management 19
Item 13. Certain Relationships and Related Transactions 19
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 20-23
Signatures 24
<PAGE>
PART I
Item 1. Business
JHM Acceptance Corporation ("JMAC") was organized as a Delaware corporation
on March 31, 1986. Prior to March 7, 1988, JMAC was known as Oxford
Acceptance Corporation and from March 7, 1988 to May 24, 1988, JMAC was known
as Montgomery Acceptance Corporation. JMAC is a limited-purpose financing
corporation organized to issue and sell bonds, notes and obligations and to
acquire, own, hold and pledge mortgage-backed certificates ("Mortgage
Certificates") issued and guaranteed as to principal and interest by the
Government National Mortgage Association, the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation and obligations of
others which are secured by these types of instruments, mortgages and other
mortgage-related collateral.
JMAC filed a Registration Statement with the Securities and Exchange
Commission which became effective February 3, 1987, registering its
collateralized mortgage obligations ("Bonds") in the aggregate principal
amount of $1.0 billion. On May 10, 1988, JMAC filed an additional bridge
shelf registration providing for the issuance of up to $700,000,000 aggregate
principal amount of Bonds. Between June 30, 1987 and March 31, 1989, JMAC
issued its Series A, Series B, Series C, Series D and Series E Bonds
totaling $1.3 billion secured by Mortgage Certificates with a similar
aggregate principal amount.
During 1987 and 1988, JMAC sold the residual cash flow streams ("Residuals")
related to its Series A, Series B and Series C Bonds for approximately
$13,827,000, $9,042,000 and $18,771,000, respectively, net of sales expenses.
These transactions are treated as a sale for financial accounting purposes.
The gain from the sale of such Residuals, which were not sold simultaneously
with the issuances, was deferred. As of March 31, 1990, the gain had been
fully recognized using a level yield methodology as cash flows reduced the
principal of the related Residuals.
On September 30, 1988, JMAC issued its Series D Bonds and sold the residual
cash flows simultaneously with the issuance of the Bonds. On March 30, 1989,
JMAC issued its Series E Bonds and sold the residual cash flows
simultaneously with the issuance of the Bonds. The sale of these residuals
for both Series D and Series E were treated as sales for financial accounting
purposes.
Each series of JMAC's Bonds is secured by collateral consisting of Mortgage
Certificates pledged in connection with such Bond series. The collateral for
each series is pledged with a trustee on behalf of the holders of the Bonds
of each series and is not available for payment of Bonds of any other series
or any other liabilities of JMAC. Management believes that distributions on
the Mortgage Certificates pledged as collateral for each series of Bonds
issued by JMAC will be sufficient to pay the Bonds in accordance with their
terms. The Bonds are rated "AAA" by Standard & Poor's Corporation.
<PAGE>
JDS Financial Services Corporation ("JFSC"), a wholly-owned subsidiary of JDS
Capital Corporation ("JCC"), provides management, administrative, and
investment services to JMAC under an administration agreement
("Administration Agreement").
The principal business of JFSC is the management and structuring of the
mortgage-backed securities and related transactions for JMAC, its affiliates
and third party customers. Pursuant to the Administration Agreement, JFSC
will provide management, administrative and investment services to JMAC.
JMAC does not have any employees.
JMAC had been active in the issuance of arbitrage collateralized mortgage
obligations. However, numerous other well-known national financing and
investment banking companies issue arbitrage collateralized mortgage
obligations. In addition, Federal National Mortgage Association and Federal
Home Loan Mortgage Corporation have become the dominant issuers of
collateralized mortgage obligations. These companies and agencies offer
intense competition in the business and many are much larger in size and have
greater financial resources than JMAC. However, JMAC expects that it may issue
additional series of Bonds.
<PAGE>
Item 2. Properties
JMAC does not own any real property for use in connection with its operations.
Item 3. Legal Proceedings
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Market Information
No public trading market exists for the common stock of JMAC.
(b) Holders
As of June 25, 1997, all the common stock of JMAC was owned by one stockholder.
(c) Dividends
No dividends have been declared or paid for the year ended March 31, 1997.
<PAGE>
<TABLE>
Item 6. Selected Financial Data
The selected financial data of the Registrant set forth below should be read
in conjunction with the Registrant's financial statements and the notes
thereto included in Item 8 in the Registrant's Form 10-K.
Income Statement Data
<CAPTION>
For the For the For the For the For the
year ended year ended year ended year ended year ended
March 31, March 31, March 31, March 31, March 31,
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Net Loss (22,000) (123,000) ( 39,000) (172,000) (277,000)
</TABLE>
<TABLE>
Balance Sheet Data
As of March 31,
<CAPTION>
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total Assets $ 316,000 $ 314,000 $ 424,000 $ 440,000 $ 564,000
Stockholder's
Equity 82,000 104,000 225,000 261,000 430,000
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Capital Resources and Liquidity
JMAC's sources of funds with respect to its Bonds are receipts of principal
and interest on the Mortgage Certificates, pledged as collateral for each
series of Bonds, and the reinvestment income thereon. Management believes
that these sources of funds will be sufficient to pay the Bonds in accordance
with their terms. As of March 31, 1989, JMAC had sold the residual cash
flows for all of its outstanding series. As a result, JMAC currently has (a)
no sources of cash flows as all cash flows from the Mortgage Certificates
are restricted and must be paid first to the bondholders and then any excess
(net of expenses) is distributed to the residual interest holders; and (b)
no responsibility for expenses related to its three remaining series. As a
consequence, in accordance with the guidance given by the Emerging Issues
Task Force in Issue No. 89-4, "Accounting for a Purchased Investment in a
Collateralized Mortgage Obligation Instrument", such issuances are not
consolidated by JMAC.
At March 31, 1997 JMAC had a remaining balance available for issuance of
additional bonds of $399,750,000 from previous shelf registrations.
A post-effective Amendment No. 2 to Form S-11 on Form S-3 was filed with the
commission on October 17, 1990.
Results of Operations
JMAC executes arbitrage collateralized mortgage obligations and
simultaneously or subsequently sells the residual cash flows created by these
transactions. JMAC issued its Series A Bonds in June 1987, Series B Bonds
and C Bonds in October 1987, Series D Bonds in September 1988 and Series E
Bonds in March 1989. Expenses in each period presented are primarily
dependent on the prepayment rates on the mortgage certificates securing
certain of JMAC's bonds which affect the related goodwill amortization.
Goodwill amortization decreased to $22,000 for the year ended March 31, 1997
compared to $121,000 for the year ended March 31, 1996. The decrease is
primarily due to the redemption of JMAC Series B and the resulting
amortization of the related goodwill in the prior year.
Effects of Inflation
The level of inflation that our economy experiences will affect the amount of
interest charged on fixed-rate mortgages similar to those underlying the
Mortgage Certificates used to secure the Bonds. Generally, when interest
rates on fixed-rate mortgages are above the level charged on the underlying
mortgages securing the Bonds, prepayments will be slower, while when interest
rates are below the level of the underlying mortgages securing the Bonds,
prepayments will be faster due to refinancing of the underlying mortgages.
In no case would the level of scheduled payments on the underlying mortgages
extend the maturity of the Bonds beyond the stated maturity, but the level of
prepayments could result in one or more classes of Bonds being paid in full
prior to their stated maturity. The level of inflation also affects the rate
at which JMAC's goodwill is amortized. Hence, due to the unpredictability of
market conditions, it is not possible to accurately determine the level of
inflation, future prevailing interest rates, and their effect on possible
prepayments of the underlying mortgages which in turn will affect the related
amortization of goodwill.
<PAGE>
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Page
JHM Acceptance Corporation
Report of Independent Public Accountants 10
Balance Sheets as of March 31, 1997 and March 31, 1996 11
Statements of Loss for the Years Ended March 31, 1997,
March 31, 1996 and March 31, 1995 12
Statements of Changes in Stockholder's Equity for the
Years Ended March 31, 1997, March 31, 1996
and March 31, 1995 13
Statements of Cash Flows for the Years Ended
March 31, 1997, March 31, 1996 and March 31, 1995 14
Notes to Financial Statements 15-16
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
JHM Acceptance Corporation:
We have audited the accompanying balance sheets of JHM Acceptance Corporation
(the "Company," a Delaware corporation and a wholly owned subsidiary of
JDS Capital Corporation) as of March 31, 1997 and 1996, and the related
statements of loss, changes in stockholder's equity and cash flows for each
of the three years in the period ended March 31, 1997. 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 an 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 statement 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 JHM Acceptance
Corporation as of March 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended March 31,
1997, in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Washington, D.C.,
June 25, 1997
<PAGE>
<TABLE>
JHM ACCEPTANCE CORPORATION
BALANCE SHEETS
As of March 31, 1997 and 1996
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
ASSETS
Cash $ 235,000 $ 211,000
Goodwill, net of accumulated
amortization of $1,409,000 and
$1,387,000, respectively 81,000 103,000
---------- ----------
Total Assets $ 316,000 $ 314,000
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Due to Affiliates $ 234,000 $ 210,000
---------- ----------
Total Liabilities 234,000 210,000
Stockholder's Equity:
Common stock - $10 par value,
10,000 shares authorized, 7 shares
issued and outstanding 1,000 1,000
Additional paid-in capital 3,128,000 3,127,000
Retained deficit (3,047,000) (3,024,000)
---------- ----------
Total Stockholder's Equity 82,000 104,000
---------- ----------
Total Liability and Equity $ 316,000 $ 314,000
<FN>
The accompanying notes are an integral part to these statements.
</TABLE>
<PAGE>
<TABLE>
JHM ACCEPTANCE CORPORATION
STATEMENTS OF LOSS
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES
Interest and other income $ 0 $ 0 $ 0
Total revenues 0 0 0
--------- --------- ---------
EXPENSES
Goodwill amortization 22,000 121,000 36,000
Accounting, legal,
administrative and
other expenses 1,000 1,000 3,000
--------- --------- ---------
Total expenses 23,000 122,000 39,000
--------- --------- ---------
Net loss $( 23,000) $(122,000) $ (39,000)
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
JHM ACCEPTANCE CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
Additional
Common Paid-In Retained
Stock Capital Deficit Total
------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Balance, March 31, 1994 $ 1,000 $3,123,000 $ (2,863,000) $ 261,000
Capital contribution 0 3,000 0 3,000
Net loss 0 0 ( 39,000) ( 39,000)
------- ---------- ----------- ---------
Balance, March 31, 1995 1,000 3,126,000 (2,902,000) 225,000
Capital contribution 0 1,000 0 1,000
Net loss 0 0 (122,000) (122,000)
------- ----------- ----------- ---------
Balance, March 31, 1996 1,000 3,127,000 (3,024,000) 104,000
Capital contribution 0 1,000 0 1,000
Net loss 0 0 (23,000) ( 23,000)
------- ---------- ----------- --------
Balance, March 31, 1997 $ 1,000 $3,128,000 $(3,047,000) $ 82,000
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
JHM ACCEPTANCE CORPORATION
STATEMENTS OF CASH FLOWS
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ ( 23,000) $ (122,000) $ ( 39,000)
----------- ----------- -----------
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Goodwill amortization 22,000 121,000 36,000
Increase in due to affiliates 24,000 11,000 20,000
----------- ----------- -----------
Total Adjustments 46,000 132,000 56,000
----------- ----------- -----------
Net cash provided by operating
activities 23,000 10,000 17,000
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution $ 1,000 $ 1,000 $ 3,000
----------- ----------- -----------
Net cash provided by financing
activities 1,000 1,000 3,000
----------- ----------- -----------
Net increase in cash 24,000 11,000 20,000
Cash, beginning of period 211,000 200,000 180,000
----------- ----------- -----------
Cash, end of period $ 235,000 $ 211,000 $ 200,000
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
JHM ACCEPTANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
As of March 31, 1997 and 1996
Note 1. Organization
JHM Acceptance Corporation ("JMAC") was organized as a Delaware corporation
on March 31, 1986. JMAC was organized for the purpose of issuing and selling
collateralized mortgage obligations ("CMOs" or "Bonds"), other notes and
obligations, and acquiring, owning, holding, and pledging Mortgage-Backed
Certificates guaranteed by the Government National Mortgage Association
("GNMA Certificates"), Guaranteed Mortgage Pass-Through Certificates issued
by the Federal National Mortgage Association ("FNMA Certificates"), Mortgage
Participation Certificates issued by the Federal Home Loan Mortgage Corporation
("FHLMC Certificates")--collectively, the "Mortgage Certificates," and
obligations of others that are secured by the types of instruments referred
to above, mortgages and other mortgage-related collateral.
Note 2. Basis of Presentation
As of March 31, 1989, JMAC had sold the residual cash flows for all
outstanding series of Bonds. As a result, JMAC currently has no sources of
cash flow from operations. All cash flows from the Mortgage Certificates are
restricted and must be paid first to the bondholders and then any excess (net
of expenses) is distributed to the residual interest holders. JMAC has no
responsibility for expenses related to its remaining three Series A, C, and E
Bonds.
Based on guidance promulgated by the Emerging Issues Task Force Issue
No. 89-4, "Accounting for a Purchased Investment in a Collateralized-Mortgage
Obligation Instrument," JMAC has not consolidated the accounts of CMO
issuances in which the entire interest in future economic benefits has been
sold.
JMAC had been active in the issuance of arbitrage collateralized mortgage
obligations. However, numerous other well-known national financing and
investment banking companies issue arbitrage collateralized-mortgage
obligations. In addition, the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation have become the dominant issuers of
collateralized mortgage obligations. These companies and agencies offer
intense competition in the business, and many are much larger in size and have
greater financial resources than JMAC. However, JMAC expects that it may issue
an additional series of Bonds.
Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that could affect the amounts represented in the financial statements and
accompanying notes. Actual results could differ from these estimates.
<PAGE>
Note 3. Summary of Significant Accounting Policies
Goodwill
Goodwill represents the value attributed to the benefits of contracts for
bond administration services. An affiliate, also wholly owned by JCC,
performs the servicing and records the related revenue. Goodwill is
amortized as the underlying collateral for each Series of Bonds pays down.
The method adjusts goodwill amortization to reflect changes in prepayment
speeds on the Mortgage Certificates.
Income Taxes
In accordance with an informal tax-sharing plan, JMAC files a consolidated
tax return with its parent, JCC. In accordance with the plan, JMAC receives
no benefit for net operating losses. No significant timing differences exist
as of March 31, 1997. No provision for taxes has been recorded for the years
ended March 31, 1997, and March 31, 1996, due to net operating losses.
Note 4.Transactions with Affiliates
JMAC has an administration agreement (the "Administration Agreement") with
JDS Financial Services Corporation ("JFSC"), a wholly owned subsidiary of
JCC. Pursuant to the Administration Agreement, JFSC receives bond
administration fees for the three series of Bonds. These fees are paid from
cash flows accruing to the holders of the residual interests. No amounts
were owed to or from JCC. Certain cash and amounts due to affiliates
represent funds held for payment of various series' expenses.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Inapplicable.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors and executive officers of JMAC are as follows:
Stephen P. Gavula Chairman of the Board of Directors
and Chief Executive Officer
Carole R. Parker Vice President, and Chief
Financial and Accounting Officer
The ages and principal occupations, for at least the last five years, of the
persons named in the foregoing table are as follows:
STEPHEN P. GAVULA (47) has been Chairman of the Board of Directors and Chief
Executive Officer since February, 1988. He also serves in the same capacities
for JCC, JFSC and JHM Acceptance Corporation III ("JMAC III"). From August,
1987 through August,1994, Mr. Gavula served in similar capacities for JHM
Mortgage Capital Corporation ("JMCC"). Prior to February, 1988, Mr. Gavula
had been President and Chief Operating Officer of Oxford Mortgage Securities
Corporation ("OMSC"), Oxford Acceptance Corporation ("OAC"), Oxford Acceptance
Corporation III ("OAC III") and Oxford Acceptance Corporation IV ("OAC IV")
since their organization. Mr. Gavula is a graduate of Fordham University.
CAROLE R. PARKER (55) has been Vice President of JMAC since April, 1988, and
Secretary and Chief Financial and Accounting Officer since April, 1997. She
also serves in the same capacity for JMAC III and as Vice President and
Secretary of JCC and JFSC. From April, 1988 to April, 1997 she was Vice
President and Assistant Secretary of the above entities. From August, 1987
through August, 1994, Mrs. Parker was Vice President and Assistant Secretary
of JMCC. Prior to April, 1988, Mrs. Parker was an officer of OMSC, OAC, OAC
III and OAC IV since their organization.
All directors and executive officers of JMAC will serve in their respective
positions until successors are chosen.
(d) Family relationships. Inapplicable.
(f) Involvement in Certain Legal Proceedings. Inapplicable.
(g) Promoter and Control Persons. Inapplicable.
<PAGE>
Item 11.Executive Compensation
Directors and officers do not receive any remuneration from JMAC. JMAC has
entered into an Administration Agreement with JFSC whereby JFSC will provide
management, administrative and investment services to JMAC.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners; and,
(b) Security Ownership of Management
Name and Address Amount and Nature of
Title of Class of Owner Beneficial Ownership % of Class
Common Stock JDS Capital Corporation 7 Shares 100%
Executive Offices, Inc.
42C Read's Way
New Castle, Delaware 19720
(c) Changes in Control
On March 31, 1997, JCC redeemed a 31.25% ownership interest in the
outstanding equity interests of JCC. As a result of this redemption,
Stephen P. Gavula is the owner of 100% of the outstanding equity interests
of JCC. Prior to this redemption, Mr. Gavula owned 68.75% of the outstanding
equity interests of JCC.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others:
Inapplicable.
(b) Certain Business Relationships:
Inapplicable.
(c) Indebtedness of Management:
Inapplicable.
(d) Transactions with Promoters:
Inapplicable.
<PAGE>
PART IV
Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements:
See the index to Financial Statements on page 9 for a list of all
financial statements filed as required by Item 8 of this report.
(2) Financial Statement Schedules:
Financial Statement Schedules are omitted because the required
information is inapplicable, or it is in the financial statements or
notes thereto.
(3) Exhibits:
3.1 Articles of Incorporation of Registrant (incorporated by reference to
Exhibit 3(a) to Registrant's Registration Statement on Form S-11
(No. 33-5924) filed with the Commission on May 23, 1986)
3.2 By-laws of Registrant (incorporated by reference to Exhibit 3(b) to
Registrant's Registration Statement on Form S-11 (No. 33-5924) filed
with the Commission on May 23, 1986)
3.3 Articles of Incorporation of Registrant (incorporated by reference to
Exhibit 3(a) to Amendment No. 1 to Registrant's Registration
Statement on Form S-11 (No. 33-5924) filed with the Commission on
February 2, 1987)
3.4 Certificate of Articles of Amendment to the Articles of Incorporation
of Registrant
4.1 Form of Indenture between Registrant and Trustee (incorporated by
reference to Exhibit 4(a) to Registrant's Registration Statement on
Form S-11 (No. 33-5924) filed with the Commission on May 23, 1986)
4.2 Form of Indenture Supplement between Registrant and Trustee
(incorporated by reference to Exhibit 4(b) to Registrant's
Registration Statement on Form S-11 (No. 33-5924) filed with the
Commission on May 23, 1986)
4.3 Form of Guaranty Agreement with Respect to Single-Family (Level Payment)
Mortgage-Backed Certificates between Servicer and GNMA (incorporated
by reference to Exhibit 4(c) to Registrant's Registration Statement
on Form S-11 (No. 33-5924) filed with the Commission on May 23, 1986)
4.4 Form of Guaranty Agreement with Respect to Graduated Payment Mortgage-
Backed Certificates between Servicer and GNMA (incorporated by
reference to Exhibit 4(d) to Registrant's Registration Statement on
Form S-11 (No. 33-5924) filed with the Commission on May 23, 1986)
<PAGE>
4.5 Form of Schedule of Subscribers and GNMA II Contractual Agreement
(incorporated by reference to Exhibit 4(e) to Registrant's
Registration Statement on Form S-11 (No. 33-5924) filed with the
Commission on May 23, 1986)
4.6 Trust Indenture of Federal National Mortgage Association and Sixth
Supplemental Indenture thereto (incorporated by reference to Exhibit
4(f) to Registrant's Registration Statement on Form S-11
(No. 33-5924) filed with the Commission on May 23, 1986)
4.7 Form of Mortgage Participation Certificate Agreement, Series 700
(January 1985) (incorporated by reference to Exhibit 4(g) to
Registrant's Registration Statement on Form S-11 (No. 33-5924) filed
with the Commission on May 23, 1986)
4.8 Form of VA Loan Guaranty Certificate (incorporated by reference to
Exhibit 4(o) to Registrant's Registration Statement on Form S-11
(No. 33-5924) filed with the Commission on May 23, 1986)
4.9 Form of FHA Mortgage Insurance Certificate (incorporated by reference
to Exhibit 4(p) to Registrant's Registration Statement on Form S-11
(No. 33-5924) filed with the Commission on May 23, 1986)
4.10 Form of Indenture between Registrant and Trustee (incorporated by
reference to Exhibit 4(a) of Amendment No. 1 to Registrant's
Registration Statement on Form S-11 (No. 33-2416) filed with the
Commission on February 2, 1987)
4.11 Form of Indenture Supplement between Registrant and Trustee
(incorporated by reference to Exhibit 4(b) of Amendment No. 1 to
Registrant's Registration Statement on Form S-11 (No. 33-5924) filed
with the Commission on February 2, 1987)
4.12 Form of Master Servicing Agreement (incorporated by reference to
Exhibit 4(i) of Amendment No. 1 to Registrant's Registration
Statement on Form S-11 (No. 33-5924) filed with the Commission on
February 2, 1987)
4.13 Indenture between the Registrant and Trustee, dated June 1, 1987
(incorporated by reference to Exhibit 4(a) to the Registrant's
Current Report on Form 8-K dated June 30, 1987)
4.14 Series A Supplement to the Indenture between the Registrant and
Trustee, dated June 30, 1987 (incorporated by reference to Exhibit
4(b) to the Registrant's Current Report on Form 8-K dated June 30,
1987)
4.15 Series B Supplement to the Indenture between the Registrant and
Trustee, dated October 29, 1987 (incorporated by reference to Exhibit
4(a) to the Registrant's September 30, 1987 Quarterly Report on Form
10-Q)
<PAGE>
4.16 Series C Supplement to the Indenture between the Registrant and
Trustee, dated October 30, 1987 (incorporated by reference to Exhibit
4(b) to the Registrant's September 30, 1987 Quarterly Report on Form
10-Q)
4.17 Series D Supplement to the Indenture between the Registrant and
Trustee, dated March 30, 1989 (incorporated by reference to Exhibit
4(b) to the Registrant's Current Report on Form 8-K dated September
30, 1988)
4.18 Series E Supplement to the Indenture between the Registrant and
Trustee dated March 30, 1989 (incorporated by reference to Exhibit
4(b) to the Registrant's Current Report on Form 8-K dated March 30,
1989)
4.19 Form of Servicing Agreement (incorporated by reference to Exhibit
4(h) of Amendment No. 2 to Registrant's Registration Statement to
Form S-11 on Form S-3 (No. 33-21796) filed with the Commission on
October 17, 1990)
4.20 Form of Primary Mortgage Insurance Policy (incorporated by reference
to Exhibit 4(j) of Amendment No. 2 to Registrant's Registration
Statement to Form S-11 on Form S-3 (No. 33-21796) filed with the
Commission on October 17, 1990)
4.21 Form of Pool Insurance Policy (incorporated by reference to Exhibit
4(k) of Amendment No. 2 to Registrant's Registration Statement to
Form S-11 on Form S-3 (No. 33-21796) filed with the Commission on
October 17, 1990)
4.22 Form of Standard Hazard Insurance Policy (incorporated by reference
to Exhibit 4(l) of Amendment No. 2 to Registrant's Registration
Statement to Form S-11 on Form S-3 (No. 33-21796) filed with the
Commission on October 17, 1990)
4.23 Form of Special Hazard Insurance Policy (incorporated by reference to
Exhibit 4(m) of Amendment No. 2 to Registrant's Registration
Statement to Form S-11 on Form S-3 (No. 33-21796) filed with the
Commission on October 17, 1990)
4.24 Form of Mortgagor Bankruptcy Insurance (incorporated by reference to
Exhibit 4(n) of Amendment No. 2 to Registrant's Registration
Statement to Form S-11 on Form S-3 (No. 33-21796) filed with the
Commission on October 17, 1990)
4.25 Form of Funding Agreement, incorporated by reference from Exhibit
4(q) of the Registration Statement on Form S-11 (File No. 33-5924)
4.26 Form of Funding Agreement, incorporated by reference from Exhibit
4(r) of the Registration Statement on Form S-11 (File No. 33-5924)
<PAGE>
5.1 Opinion of Cadwalader, Wickersham & Taft with respect to the
securities being registered (incorporated by reference to Exhibit 5
of Amendment No. 2 to Registrant's Registration Statement to Form
S-11 on Form S-3 (No. 33-21796) filed with the Commission on
October 17, 1990)
8.1 Opinion of Cadwalader, Wickersham & Taft with respect to certain tax
matters (incorporated by reference to Exhibit 8 of Amendment No. 2 to
Registrant's Registration Statement to Form S-11 on Form S-3
(No. 33-21796) filed with the Commission on October 17, 1990)
10.1 Form of Administration Agreement between Registrant and Oxford
Mortgage Securities Corporation (incorporated by reference to Exhibit
10(a) to Registrant's Registration Statement on Form S-11
(No. 33-5924) filed with the Commission on May 23, 1986)
10.2 Form of Administration Agreement between Registrant and JHM Financial
Services Corporation (incorporated by reference to Exhibit 10(a) to
Registrant's Registration Statement on Form S-11 (No. 33-21796) filed
with the Commission on May 9, 1988)
26 Revised Statement of Eligibility and Qualification of Trustee
(Form T-1), incorporated by reference from Exhibit 26 of the
Registration Statement on Form S-11 (File No. 33-5924)
(b) JMAC filed no reports on Form 8-K during the quarter ended March 31,
1996.
<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
on its behalf by the undersigned, thereunto duly authorized.
JHM ACCEPTANCE CORPORATION
Registrant
June 25, 1997 Stephen P. Gavula
Date Stephen P. Gavula
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements 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 and on the dates indicated.
June 25, 1997 Stephen P. Gavula
Date Stephen P. Gavula
Chairman of the Board of Directors
and Chief Executive Officer
June 25, 1997 Carole R. Parker
Date Carole R. Parker
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 235000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 235000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 316000
<CURRENT-LIABILITIES> 234000
<BONDS> 0
<COMMON> 3128000
0
0
<OTHER-SE> (3047000)
<TOTAL-LIABILITY-AND-EQUITY> 316000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 23000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (23000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
