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 70 NE Loop 410, Suite 545, San Antonio, Texas 78216. Its telephone number is (210)342-1085.
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.
Item 2. Properties
The Company neither owns nor leases any buildings or real estate.
Item 3.
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.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5.
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.
REMAC did not pay any dividends in 1996 or 1997. On May 31, 1999 and March 2, 1998, the Company declared and paid a dividends of $5,000,000.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Year ended December 31, 1999
As of December 31, 1999, the Company has completed the issuance of ninety-one 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, 1999, the Company has exercised its option to redeem all Series issued previous to 1993 as well as Series 1993A, 1995C and 1994C through 1994M. 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.
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. 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.
As widely reported, many computer systems process dates based on two digits for the year of a transaction and are unable to process dates in the year 2000 and beyond. In connection with its ongoing information system management efforts, REMAC has previously replaced or modified its key financial information and operational systems that were not year 2000 compliant. The financial impact of making the required system changes for year 2000 compliance were not material to REMAC's financial statements, and the Company has not experienced any impact from year 2000 on its financial or imformation systems.
REMAC paid a dividend of $5,000,000 to it's stockholder, Ray Ellison Mortgage Investment Corp. on May 31, 1999.
The Company may from time to time make forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) with respect to expected Year 2000 compliance program, Company objectives and other financial and business matters. The Company cautions the reader that these forward- looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions; regulatory actions and reforms; competition; as well as other reasons, all of which change over time. Actual results may differ materially from forward-looking statements.
Item 8.
Item 8. Financial Statements and Supplementary Data:
See Next Page
Ray Ellison Mortgage Acceptance Corp.
Financial Statements
Years Ended December 31, 1999, 1998, and 1997
Contents
Report of Independent Auditors ........................................1
Financial Statements
Balance Sheets ........................................................2 Statements of Income ..................................................3 Statements of Changes in Stockholder's Equity .........................4 Statements of Cash Flows ..............................................5 Notes to Financial Statements .........................................6
Report of 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, 1999 and 1998, and the related statements of income, changes in stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1999. 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 auditing standards generally accepted in the United States. 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 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 Ray Ellison Mortgage Acceptance Corp. at December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999 in conformity with accounting principles generally accepted in the United States.
San Antonio, Texas March 1, 2000
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements
December 31, 1999, 1998, and 1997
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. Based on the nature of the business, the Company operates in one segment as defined in Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosure About Segments of an Enterprise and Related Information."
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, and Unamortized Discount
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, 1999 and 1998 are reported net of accumulated amortization of $2,872,347 and $16,433,694, respectively. Any unamortized underwriting fees and bond issuance expenses remaining upon redemption of the bonds are expensed.
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.
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
1. Significant Accounting Policies (continued)
GNMA Securities
The Company's GNMA securities are categorized as available for sale securities, as defined by SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Unrealized holding gains and losses are reflected as a separate component of stockholders' equity, net of taxes, until realized. The amortized cost of the specific security sold is used to compute gain or loss on the sale of securities. Declines in value other than temporary declines are adjusted against the security with a change to the results of operations.
Comprehensive Income (Loss)
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 130, "Reporting Comprehensive Income." The statement provides that all items that are required to be recognized under accounting standards as comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income includes net income as well as certain items that are reported directly within a separate component of stockholder's equity, such as unrealized gains and losses on available for sale securities, and bypass net income. The provisions of SFAS No. 130 are effective for 1998, and prior years' financial statements have been restated to reflect the required provisions. The cost of securities sold and the amount reclassified out of accumulated other comprehensive income was determined using the specific identification method
The components of other comprehensive income are:
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
1. Significant Accounting Policies (continued)
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 obligations to establish such requisite funds may be satisfied by either cash or letters of credit.
As of December 31, 1999 and 1998, cash in the amount of $58,734 and $128,276, respectively, had been deposited with the Trustee to satisfy the Company's obligations relative to such requisite funds.
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
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:
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
4. Bonds Payable (continued)
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 $5,550,883, $19,108,436, and $29,580,620 for the years ended December 31, 1999, 1998, and 1997, 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 made, on December 31, 2000. Interest is due monthly at the prime rate. The balance outstanding relating to this note at December 31, 1999 and 1998 was $2,790,799 and $7,479,550, respectively.
Notes and advances to affiliated companies bear interest at the current market rates. Net interest income earned from affiliates for advances totaled $392,470, $350,506, and $333,322 in 1999, 1998, and 1997, respectively.
GNMA securities are purchased and sold through an affiliated company at a cost which approximates market.
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
5. Related Party Transactions (continued)
None of the directors or executive officers of the Company receive any direct remuneration from the Company; however, 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 a percentage of corporate distributions based on the accumulation of certain cash and cash equivalents of the Company over an imputed base return to the stockholder.
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 $737,985, $96,000, and $112,124 in 1999, 1998, and 1997, respectively.
6. Stockholder's Equity
The Company declared and paid $5,000,000 in dividends on May 31, 1999 and on March 2, 1998. No dividends were paid in 1997.
7. Federal Income Taxes
The Company files a consolidated federal income tax return with its parent. Under its intercompany 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 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 among members of a consolidated group as if each member had filed a separate return. The Company's income tax expense under its intercompany 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
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
7. Federal Income Taxes (continued)
made to or from the parent under the intercompany tax sharing agreement. During the year ended December 31, 1999, a charge to contributed capital of $7,349 was recorded to reflect the income tax benefit that must be recorded under FAS 109 but will not be received from the parent under the Company's intercompany tax sharing agreement. During the years ended December 31, 1998, and 1997, contribution of capital of $1,938,500, and $194,938, respectively, was recorded to reflect the income tax benefit that must be recorded under FAS 109 but will not be paid to the parent under the Company's intercompany 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 $0 and $84,851 at December 31, 1999 and 1998, respectively, resulting from an excess of tax basis on GNMA securities over that recorded for financial reporting purposes and a book gain (loss) of $(2,108,030) and $4,422,045 at December 31, 1999 and 1998, respectively, 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:
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
8. Fair Values of Financial Instruments
The carrying amounts and fair values of the Company's financial instruments at December 31, 1999 and 1998 are as follows:
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 Bond Series. All bond redemptions are at par; therefore, the Company will not realize a gain or loss on the disposition of the bonds under its optional call provisions. The fair values of the GNMA securities (see Note 1 Fair Values of Financial Instruments) 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, 2010. Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.
Ray Ellison Mortgage Acceptance Corp.
Notes to Financial Statements (continued)
December 31, 1999, 1998, and 1997
9. GNMA Securities
The amortized cost, estimated market values, and gross unrealized gains and losses for GNMA Securities at December 31, 1999 and 1998 are as follows:
December 31 1999 1998 -------------------------------
GNMA securities: Amortized cost $64,769,583 $ 98,710,104 Gross unrealized gains - 4,422,045 Gross unrealized (losses) (2,108,030) - -------------------------------
Estimated market value $62,661,553 $103,132,149 ===============================
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure.
None.
Item 10.
Item 10. Directors and Executive Officers.
The following is a list of REMAC's directors and executive officers. All of such directors and executive officers have served in their respective capacities since the dates described below.
Jack Biegler is President of 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.
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 Vice President 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, 1999. Ms. Simmons was initially elected as Vice President, Treasurer, and Assistant Secretary of the Company on April 11, 1988 and was reelected December 31, 1999; Ms. Simmons was initially appointed as a Director for the Company on December 31, 1996; Mr. Smith was initially elected to his position with the Company on March 30, 1990, and was reelected December 31, 1999, 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.
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 a percentage of corporate distributions based on the accumulation of certain cash and cash equivalents of the Company over an imputed base return to the shareholder.
Item 12.
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 ownership of each class of equity securities of Ray Ellison Mortgage Investment Corp., the parent corporation of the Issuer, as of March 15, 2000
(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.
Item 13. Certain Relationships and Related Transactions.
Not Applicable.
Item 14.
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, 1999 and 1998 Statements of Income and Comprehensive Income -Years ended December 31, 1999, 1998 and 1997 Statements of Changes in Stockholder's Equity -Years ended December 31, 1999, 1998, and 1997 Statements of Cash Flows -Years ended December 31, 1999, 1998, and 1997 Notes to financial statements
(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.(5) 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-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.
5. Previously filed with the Commission as an exhibit to the Registrants Form 10-Q for the quarter ended June 30, 1995, and incorporated by reference herein.
(b) Reports on Form 8-K
None
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 24, 2000 By /s/Jack Biegler ----------------------------- Jack Biegler President, (Principal Executive Officer) Director, and Secretary
March 24, 2000 By /s/Locksley Simmons ------------------------------ Locksley Simmons, Director 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 24, 2000.
SIGNATURE CAPACITY - ------------ ---------
/s/ Jack Biegler Director - ---------------- Jack Biegler
/s/Locksley Simmons Director - ------------------- Locksley Simmons
/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.