UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 COMMISSION FILE NUMBER: 000-23283 FMAC Franchise Mortgage Acceptance Company (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4649104 ------------------------------- ------------------------------------ (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) 1888 Century Park East, Third Floor 90067 Los Angeles, California (Zip Code) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 229-2600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(b) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X NO ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest possible date: CLASS SHARES OUTSTANDING AT JULY 31, 1998 ----- ----------------------------------- Common Stock, $0.001 par value 28,715,625 PART II - OTHER INFORMATION The Registrant hereby amends the disclosure contained in Part II of the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1998 to add Item 4 thereto and the information required thereunder. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the complete text of Part II, Item 4, as amended follows. ITEM 4. Submission of Matters to a Vote of Security Holders The 1998 Annual Meeting of Stockholders was held on June 16, 1998. PROPOSAL 1. Election of Board of Directors to serve until the 1999 Annual Meeting. FOR ABSTAIN ------------- ------------- H. Wayne Snavely 6,404,636 - Wayne L. Knyal 6,404,636 - Ronald V. Davis 6,404,636 - G. Louis Graziadio, III (1) 6,404,636 - Perry A. Lerner 6,404,636 - Richard J. Loughlin 6,404,636 - John E. Martin 6,404,636 - Michael L. Matkins 6,404,636 - _____ (1) Effective October 30, 1998, G. Louis Graziadio, III, resigned as a member of the Company's Board of Directors. The Board of Directors has appointed Brad Plantiko, Chief Financial Officer of Imperial Credit Industries, Inc., the Company's largest stockholder, to replace Mr. Graziadio as a member of the Board. PROPOSAL 2. To ratify the appointment of KPMG Peat Marwick LLP as independent accountants of the Company for the year ending December 31, 1998. FOR AGAINST ABSTAIN - ---------------- ------------- ------------- 6,401,870 2,766 - 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. FRANCHISE MORTGAGE ACCEPTANCE COMPANY Date: November 13, 1998 By: /s/ Raedelle Walker -------------------------------- Raedelle Walker Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 3