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, 1996
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 33-11807
JHM ACCEPTANCE CORPORATION III
(Exact name of registrant as specified in its charter)
MARYLAND 52-1439055
(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: 703-749-8225
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 15, 1996, the registrant had 677 shares of common stock
outstanding all of which were held by an affiliate.
JHM ACCEPTANCE CORPORATION III
Form 10-K
March 31, 1996
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 18-19
Item 11. Executive Compensation 19
Item 12. Security Ownership of Certain Beneficial Owners
and Management 19
Item 13. Certain Relationships and Related Transactions 20
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 21-22
Signatures 23
PART I
Item 1. Business
JHM Acceptance Corporation III ("JMAC III") was organized as a Maryland
corporation on December 16, 1985. JMAC III 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 III filed a Registration Statement with the Securities and Exchange
Commission which became effective March 31, 1986, registering its
collateralized mortgage obligations ("Bonds") in the aggregate principal
amount of $1.0 billion. Between June 30, 1986 and October 30, 1986, JMAC III
issued its Series A, Series B and Series C Bonds, totaling $450,000,000 secured
by Mortgage Certificates with a similar aggregate principal amount. On
February 6, 1987, JMAC III filed an additional bridge shelf registration
providing for the issuance of up to $850,000,000 aggregate principal amount
of Bonds.
During 1987, JMAC III issued its Series D and Series E Bonds totaling
$800,828,000 collateralized by Mortgage Certificates with an aggregate
principal amount of approximately $800,000,000. JMAC III sold its entire
interest in the future economic benefit in the Mortgage Certificates securing
the Series D and E Bonds for $32,200,000 simultaneously with the sale of the
Bonds.
JMAC III's Series F Bonds were also issued in 1987 in the aggregate principal
amount of $400,100,000 collateralized by Mortgage Certificates having an
aggregate principal balance of approximately $400,000,000. During 1987,
JMAC III sold the residual cash flow streams related to its Series A, Series
B, Series C and Series F Bonds for approximately $8,438,000, net of sales
expenses.
During 1988, all of the issued and outstanding capital stock of JMAC III was
purchased by JDS Capital Corporation, formerly known as JHM Capital
Corporation ("JCC") as part of an overall transaction involving the purchase
of several corporations by JCC. Of the purchase price, $1,000 was allocated
to JMAC III based upon the perceived value of its underlying assets and
liabilities.
Each series of JMAC III'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 III. Management believes that distributions
on the Mortgage Certificates pledged as collateral for each series of Bonds
issued by JMAC III will be sufficient to pay the Bonds in accordance with their
terms. The Bonds are rated "AAA" by Standard & Poor's Corporation.
JDS Financial Services Corporation ("JFSC"), a wholly-owned subsidiary of JCC
provides management, administrative, and investment services to JMAC III 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 III, its
affiliates and third party customers. Pursuant to the Administration
Agreement, JFSC will provide management, administrative and investment
services to JMAC III. JMAC III does not have any employees.
JMAC III 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 III. However, JMAC III expects that it
may issue additional series of Bonds.
Item 2. Properties
JMAC III 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.
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 III
(b) Holders
As of June 15, 1996, all the common stock of JMAC III was owned by one
stockholder.
(c) Dividends
No dividends have been declared or paid for the year ended March 31, 1996.
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
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,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
Total Revenues $ 0 $ 0 $ 0 $ 0 $ 0
Net Loss (1,000) (1,000) 0 (1,000) (1,000)
Balance Sheet Data
As of March 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
Total Assets $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 4,000
Stockholder's
Equity 1,000 1,000 1,000 1,000 4,000
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Capital Resources and Liquidity
JMAC III'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, 1988, JMAC III had sold the residual cash
flows for all of its outstanding series. As a result, JMAC III currently has
(a) no sources of cash flow from operations 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 III. In connection with the subsequent sales of the
residual cash flow streams of its Series A, Series, B, Series C and Series F
Bonds, JMAC III recorded the net proceeds as sales after deducting sales
expenses. Additionally, residual interests resulting from the issuance of
Series D and Series E were sold simultaneously with the related bond issuance
and treated as sales.
At March 31, 1996 JMAC III had a remaining balance available for issuance of
additional bonds of $199,000,000 from previous shelf registrations.
Results of Operations
JMAC III executes arbitrage collateralized mortgage obligations and
simultaneously or subsequently sells the residual cash flows created by these
transactions. JMAC III issued its Series A, Series B and Series C Bonds in
1986 and Series D, Series E and Series F in February 1987, April 1987 and
May 1987, respectively.
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.
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Page
----
JHM Acceptance Corporation III
Report of Independent Public Accountants 10
Balance Sheets as of March 31, 1996 and March 31, 1995 11
Statements of Loss for the Years Ended March 31, 1996,
March 31, 1995 and March 31, 1994 12
Statements of Changes in Stockholder's Equity for the
Years Ended March 31, 1996, March 31, 1995
and March 31, 1994 13
Statements of Cash Flows for the Years Ended
March 31, 1996, March 31, 1995 and March 31, 1994 14
Notes to Financial Statements 15-16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
JHM Acceptance Corporation III:
We have audited the accompanying balance sheets of JHM Acceptance
Corporation III(the "Company," a Maryland corporation and a wholly owned
subsidiary of JDS Capital Corporation) as of March 31, 1996 and 1995, 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, 1996. 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 III as of March 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
March 31, 1996, in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Washington, D.C.,
June 7, 1996
JHM ACCEPTANCE CORPORATION III
BALANCE SHEETS
As of March 31, 1996 and 1995
1996 1995
----------- ----------
ASSETS
Cash $ 1,000 $ 1,000
---------- ----------
Total Assets 1,000 1,000
STOCKHOLDER'S EQUITY
Common stock - $10 par value,
10,000 shares authorized, 677 shares
issued and outstanding 1,000 1,000
Additional paid-in capital 5,000 4,000
Retained deficit (5,000) (4,000)
---------- ----------
Total Stockholder's Equity 1,000 1,000
---------- ----------
Total Liabilities and
Stockholder's Equity $ 1,000 $ 1,000
<FN>
The accompanying notes are an integral part to these statements.
JHM ACCEPTANCE CORPORATION III
STATEMENTS OF LOSS
For the Years Ended March 31, 1996, 1995 and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES
Interest and other income $ 0 $ 0 $ 0
Total revenues 0 0 0
--------- --------- ---------
EXPENSES
Accounting, legal,
administrative and
other expenses 1,000 1,000 0
--------- --------- ---------
Total expenses 1,000 1,000 0
--------- --------- ---------
Net loss $ (1,000) $ (1,000) $ 0
<FN>
The accompanying notes are an integral part of these statements.
JHM ACCEPTANCE CORPORATION III
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Years Ended March 31, 1996, 1995 and 1994
Additional
Common Paid-In Retained
Stock Capital Deficit Total
------- ----------- ------------ ----------
Balance, March 31, 1993 $ 1,000 $ 3,000 $ (3,000) $ 1,000
Net loss 0 0 0 0
------- --------- --------- ---------
Balance, March 31, 1994 1,000 3,000 (3,000) 1,000
Capital contribution 0 1,000 0 1,000
Net loss 0 0 (1,000) (1,000)
------- --------- --------- ---------
Balance, March 31, 1995 1,000 4,000 (4,000) 1,000
Capital contribution 0 1,000 0 1,000
Net loss 0 0 (1,000) (1,000)
------- ---------- ---------- --------
Balance, March 31, 1996 $ 1,000 $5,000 $(5,000) $1,000
<FN>
The accompanying notes are an integral part of these statements.
JHM ACCEPTANCE CORPORATION III
STATEMENTS OF CASH FLOWS
For the Years Ended March 31, 1996, 1995 and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,000) $ (1,000) $ 0
----------- ----------- -----------
Net cash used in operating
activities (1,000) (1,000) 0
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution $ 1,000 $ 1,000 $ 0
----------- ----------- -----------
Net cash provided by financing
activities 1,000 1,000 0
----------- ----------- -----------
Net increase in cash 0 0 0
Cash, beginning of period 1,000 1,000 1,000
----------- ----------- -----------
Cash, end of period $ 1,000 $ 1,000 $ 1,000
<FN>
The accompanying notes are an integral part of these statements.
JHM ACCEPTANCE CORPORATION III
NOTES TO FINANCIAL STATEMENTS
As of March 31, 1996 and 1995
Note 1. Organization
JHM Acceptance Corporation III ("JMAC III") was organized as a Maryland
corporation on December 16, 1985. JMAC III 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, 1988, JMAC III had sold the residual cash flows for all
outstanding series of Bonds. As a result, JMAC III currently has no sources of
cash flows 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 III has no
responsibility for expenses related to its remaining three series. An
affiliate, also owned by JCC, performs the administration for JMAC III's
issuances, and has agreed to defer fees for such services to the extent that
the fees exceed currently available excess cash flows.
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 III has not consolidated the accounts of CMO
issuances in which the entire interest in future economic benefits has been
sold.
JMAC III 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 III. However, JMAC III 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.
Note 3. Summary of Significant Accounting Policies
Income Taxes
In accordance with an informal tax-sharing plan, JMAC III files a consolidated
tax return with its parent, JDS Capital Corporation (formerly JHM Capital
Corporation). In accordance with the plan, JMAC III receives no benefit for
net operating losses. No significant timing differences exist as of March 31,
1996. No provision for taxes has been recorded for the years ended March 31,
1996, and March 31, 1995, due to net operating losses.
Note 4.Transactions with Affiliates
JMAC III 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. JMAC III has no
responsibility for expenses related to its three series. JFSC performs the
administration for JMAC III's issuances and has agreed to defer fees for such
services to the extent that the fees exceed currently available excess cash
flows.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Inapplicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors and executive officers of JMAC III are as follows:
Stephen P. Gavula Chairman of the Board of Directors
and Chief Executive Officer
C. Thomas Williamson, III President and Chief Operating Officer
Arthur F. Trudel Senior 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 (46) 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, JHM Acceptance Corporation ("JMAC") and
JHM Acceptance Corporation IV ("JMAC IV"). 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.
C. THOMAS WILLIAMSON, III (43) has been President and Chief Operating Officer
of JMAC III since April, 1993, and a Director and Executive Officer of JMAC III
since February, 1988. He also serves in the same capacity for JCC, JFSC, JMAC
and JMAC IV. From August, 1987 through August, 1994, Mr. Williamson served
in similar capacities for JMCC. Prior to February, 1988, Mr. Williamson was
a Vice President and Deputy General Counsel of OMSC, OAC, OAC III, OAC IV and
Oxford Development Corporation ("ODC"). Prior to joining ODC in 1985, Mr.
Williamson was a partner in the Baltimore, Maryland law firm of Klein, Aluisi
& Williamson, and prior thereto, was an associate with Venable, Baetjer &
Howard. Mr. Williamson received a B.A. degree from The Johns Hopkins
University and a J.D. from the Washington University School of Law.
ARTHUR F. TRUDEL (47) has been Senior Vice President and Chief Financial and
Accounting Officer of JMAC III since June, 1989. He serves in the same
capacity for JCC, JFSC, JMAC and JMAC IV. From October, 1988 to June, 1989,
he was a Vice President of the above entities. From October, 1988 through
August, 1994, Mr. Trudel served in similar capacities for JMCC. Prior to
October, 1988, Mr. Trudel was Vice President and Controller of Dart Group
Corporation. Prior to joining Dart Group Corporation in April, 1985
Mr. Trudel was Vice President and Controller of a division of Melville
Corporation from 1979 through April, 1985. Prior to that, he practiced with
Coopers & Lybrand. Mr. Trudel is a graduate of Georgetown University. He is
a certified public accountant.
Item 10. Directors and Executive Officers of the Registrant-Continued
All directors and executive officers of JMAC III 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.
Item 11.Executive Compensation
Directors and officers do not receive any remuneration from JMAC III. JMAC III
has entered into an Administration Agreement with JFSC whereby JFSC will
provide management, administrative and investment services to JMAC III.
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 677 Shares 100%
Executive Offices, Inc.
42C Read's Way
New Castle, Delaware 19720
(c) Changes in Control
On September 29, 1995, JCC redeemed a 61% ownership interest in the
outstanding equity interests of JCC. As a result of this redemption,
Stephen P. Gavula is the owner of 68.75% of the outstanding equity interests
of JCC. Prior to this redemption, John Hancock Freedom Securities
Corporation owned 61% 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.
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. 33-2416) filed with the Commission on December 24, 1985)
3.2 Articles of Incorporation of Registrant (incorporated by reference to
Exhibit 3(a) to Registrant's Registration Statement on Form S-11
(No. 33-2416) filed with the Commission on March 26, 1986)
3.3 By-laws of Registrant (incorporated by reference to Exhibit 3(b)
Registrant's Registration Statement on Form S-11 (No. 33-2416) filed
with the Commission on December 24, 1985)
4.1 Form of Indenture (incorporated by reference to Exhibit 4(a) to
Amendment No. 2 to Registration Statement on Form S-11 (No. 33-2416)
filed with the Commission on December 24, 1985)
4.2 Form of Indenture (incorporated by reference to Exhibit 4(a) to
Amendment No. 2 to Registration Statement on Form S-11 (No. 33-2416)
filed with the Commission on March 26, 1986)
4.3 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. 33-2416) filed with the
Commission on February 26, 1986)
4.4 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. 33-2416) filed with the Commission on December 24, 1985)
4.5 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. 33-2416) filed with the Commission on December 24, 1985)
4.6 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. 33-2416) filed with the
Commission on December 24, 1985)
4.7 Trust Indenture of Federal National Mortgage Association and Sixth
Supplemental Indenture thereto (incorporated by reference to Exhibit
3(a) to Registrant's Registration Statement on Form S-11
(No. 33-2416) filed with the Commission on December 24, 1985)
4.8 Form of Indenture dated June 1, 1986 between the Registrant and
The First National Bank of Chicago, as Trustee (incorporated by
reference to Exhibit 2 to the Registrant's Current Report on Form
8-K dated June 30, 1876)
4.9 Series A Supplement to the Indenture between the Registrant and
Trustee, dated June 15, 1986 (incorporated by reference to Exhibit
3 to the Registrant's Current Report on Form 8-K dated June 30,
1986)
4.10 Series B Supplement to the Indenture between the Registrant and
Trustee, dated July 30, 1986 (incorporated by reference to Exhibit
3 to the Registrant's Current Report on Form 8-K dated July 30, 1986)
4.11 Series C Supplement to the Indenture between the Registrant and
Trustee, dated October 30, 1986 (incorporated by reference to Exhibit
3 to the Registrant's Current Report on Form 8-K dated October 30, 1986)
4.12 Series D Supplement to the Indenture between the Registrant and
Trustee, dated February 27, 1987 (incorporated by reference to Exhibit
4 to the Registrant's Current Report on Form 8-K dated February
27, 1987)
4.13 Series D Supplement to the Indenture between the Registrant and]
Trustee, dated February 27, 1987 (Schedule A to exhibit was illegible
in previous filing) incorporated by reference to Exhibit 4(b) to the
Registrant's March 31, 1987 Quarterly Report on Form 10-Q)
4.14 Amendment No. 1, dated April 1, 1987, to the Series D Supplement
to the Indenture between the Registrant and Trustee, dated February
27, 1987 (incorporated by reference to Exhibit 4(c) to the Registrant's
March 31, 1987 Quarterly Report on Form 10-Q)
4.15 Series E Supplement to the Indenture between the Registrant and
Trustee dated April 29, 1987 (incorporated by reference to Exhibit
4(d) to the Registrant's March 31, 1987 Quarterly Report on Form
10-Q)
4.16 Series F Supplement to the Indenture between the Registrant and
Trustee, dated May 28, 1987 (incorporated by reference to Exhibit
4(b) to the Registrant's Current Report on Form 8-K dated
February 27, 1987)
10.1 Form of Administration Agreement between Registrant and Oxford
Mortgage Securities Corporation (incorporated by reference to Exhibit
10(a) to Registrant's Amendment No. 1 to Registration Statement on
Form S-11 (No. 33-2416) filed with the Commission on February 26, 1986)
(b) JMAC III filed no reports on Form 8-K during the quarter ended March 31,
1996.
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 III
Registrant
June , 1996 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 , 1996 Stephen P. Gavula
Date Stephen P. Gavula
Chairman of the Board of Directors
and Chief Executive Officer
June , 1996 C. Thomas Williamson, III
Date C. Thomas Williamson, III
President and Chief Operating Officer
June , 1996 Arthur F. Trudel
Date Arthur F. Trudel
Senior Vice President
and Chief Financial and Accounting Officer