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Firstplus Financial Group Inc – ‘10-K/A’ for 9/30/96

As of: Tuesday, 1/28/97 · For: 9/30/96 · Accession #: 912057-97-2025 · File #: 0-27550

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/28/97  Firstplus Financial Group Inc     10-K/A      9/30/96    2:61K                                    Merrill Corp/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            17    110K 
 2: EX-27       Exhibit 27 - FDS                                       2      6K

10-K/A — Amendment to Annual Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Party Transactions Directors and Executive Officers of the Registrant Employment Agreements; Key-Man Life Insurance Executive Compensation Exhibits, Financial Statement Schedules and Reports on Form 8-K Relationship with Bank One Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
2	Item 10. Directors and Executive Officers of the Registrant
4	Employment Agreements; Key-Man Life Insurance
5	Item 11. Executive Compensation
8	Item 12. Security Ownership of Certain Beneficial Owners and Management
10	Certain Relationships and Related Party Transactions
"	Relationship with Bank One
11	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

10-K/A 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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SECURITIES AND EXCHANGE COMMISSION          
WASHINGTON, D.C.  20549           

FORM 10-K/A       

(AMENDMENT NO. 1)       
(Mark One)                                                                      
__X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES         
EXCHANGE ACT OF 1934                                              

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 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 0-27550                                                  

RAC FINANCIAL GROUP, INC.     
(Exact name of registrant as specified in its charter)      

TEXAS                               75-2561052        
(State or other jurisdiction of               (I.R.S. Employer                  
incorporation or organization)              Identification No.)               

1250 WEST MOCKINGBIRD LANE                                                
DALLAS, TEXAS                             75247               
(Address of principal executive                  (Zip Code)                     
offices)                                                

Registrant's telephone number, including area code:  (214) 630-6006   

Securities registered pursuant to Section 12(b) of the Act:     
None      

Securities registered pursuant to Section 12(g) of the Act:     
COMMON STOCK, $.01 PAR VALUE    

(Title of Class)      
______________________________      

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.  Yes __X__  No _____                  

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy statements incorporated by  
reference in Part III of this Form 10-K or any amendment to this Form 10-K.  / /

 The aggregate market value of Common Stock held by nonaffiliates of the
registrant, based on the closing price of the Common Stock as reported by the   
Nasdaq National Market on November 29, 1996 was $326,435,410.  For purposes of  
this computation, all officers, directors and 10% beneficial owners of the      
registrant are deemed to be affiliates.  Such determination should not be deemed
an admission that such officers, directors or 10% beneficial owners are, in     
fact, affiliates of the registrant.  As of November 30, 1996, 27,497,758 shares 
of Common Stock were outstanding.                                               

DOCUMENTS INCORPORATED BY REFERENCE 

None.                                                                 

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10-K/A 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
PART III    

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                   

DIRECTORS AND EXECUTIVE OFFICERS                                                

The following table and the descriptions below set forth certain      
information regarding the directors and executive officers of the Company.      

NAME                          AGE                   POSITION                    
Daniel T. Phillips..........  47   Chairman of the Board, President and Chief   
       Executive Officer
Eric C. Green...............  42   Executive Vice President and Chief           
       Financial Officer
John Fitzgerald.............  48   Director                                     
Daniel J. Jessee............  43   Director                                     
Paul Seegers................  66   Director                                     
Sheldon I. Stein............  43   Director                                     

   All officers are appointed by and serve at the discretion of the Board of
Directors.  Directors serve for one-year terms or until their successor is duly 
elected and qualified.                                                          

DANIEL T. PHILLIPS--Mr. Phillips has served as President and Chief    
Executive Officer of the Company since October 1994 and as Chairman of the Board
since October 1996.  Mr. Phillips served as President and Chief Executive       
Officer of SFA:  State Financial Acceptance Corporation, a subsidiary of the    
Company ("SFAC"), from March 1993 to October 1994.  During the period from      
October 1992 to March 1993, Mr. Phillips was self-employed, primarily engaging  
in the purchase and sale of consumer receivables.  From February 1989 to October
1992, Mr. Phillips served as President and Chief Executive Officer of LinCo     
Financial Corporation, a factoring firm, in Sacramento, California.  In March   
1993, LinCo Financial Corporation commenced a Chapter 11 proceeding under the   
federal bankruptcy laws, which was converted to a Chapter 7 proceeding in April 
1993.  Such proceeding is still ongoing.  From November 1986 to October 1988,   
Mr. Phillips served as President and Chief Executive Officer of American        
Equities Financial Corporation.                                                 

   ERIC C. GREEN--Mr. Green has served as Executive Vice President and Chief
Financial Officer of the Company since March 1995 and President of FIRSTPLUS    
Financial, Inc., a subsidiary of the Company ("FIRSTPLUS Financial"), since     
October 1996.  For approximately four years prior to beginning his tenure with  
the Company, Mr. Green operated his own tax consulting practice where his       
responsibilities included consulting with the Company.  Prior to consulting, Mr.
Green worked for Arthur Young & Company and Grant Thornton & Company as a       
Certified Public Accountant for approximately 10 years.                         

 JOHN FITZGERALD--Mr. Fitzgerald has served as a Director of the Company
since September 1995.  Mr. Fitzgerald is Executive Vice President of Dexter &   
Company, an independent insurance agency and has held that position since 1989. 
Prior to joining Dexter & Company in 1989, Mr. Fitzgerald was a professional    
football player with the Dallas Cowboys for 12 years.                           

DANIEL J. JESSEE--Mr. Jessee has served as a Director of the Company  
since September 1995.  Mr. Jessee currently serves as Vice Chairman of Banc     
One Capital Corporation ("BOCC") and has managed its Structured Finance         
Group since 1990.  Mr. Jessee has been employed in senior and other investment  
banking capacities with Rotan Mosle Inc., Meuse, Rinker, Chapman, Endres and    
Brooks and E.F. Hutton & Co.                                                    

 PAUL SEEGERS--Mr. Seegers has served as a Director of the Company since
September 1995.  Mr. Seegers currently serves as President of Seegers           
Enterprises, a company engaged in ranching, farming, oil and gas, real estate   
and general investments.                                                        

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10-K/A 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
He is also a Director and Chairman of the Executive Committee of Centex         
Corporation, the largest homebuilder in the United States and a Director of     
Oryx Energy Company.  Mr. Seegers retired as Chairman of the Board from Centex  
Corporation in 1991, where he held various senior executive positions during    
his 30-year tenure including Chief Executive Officer and President.             

   SHELDON I. STEIN--Mr. Stein has served as a Director of the Company since
April 1996, Mr. Stein has served as a Senior Managing Director of Bear, Stearns 
& Co. Inc. since August 1986. Mr. Stein is a director of Cinemark USA, Inc.,    
Fresh America Corp., CellStar Corporation, The Men's Wearhouse, Inc. and        
Tandycrafts, Inc.                                                               

OTHER SIGNIFICANT EMPLOYEES                                           

 DAVE BERRY--Mr. Berry, age 45, has served as a Senior Vice President of
Affinity Marketing Relationships since October 1996.  From 1968 to September    
1996, Mr. Berry served in various capacities with Bank of America--Texas        
including President and Chief Operating Officer.                                

DUNCAN Y. CHIU--Mr. Chiu, age 43, has served as Senior Vice President 
Servicing since June 1996.  From January 1992 to June 1996 Mr. Chiu served as   
Vice President Loan and Administration Department for Beal Banc, S.A. From      
October 1989 to January 1992 Mr. Chiu served as Vice President/District Manager 
of Republic Realty Services, Inc.                                               

  CHRISTOPHER J. GRAMLICH--Mr. Gramlich, age 26, has served as Senior Vice
President--Structured Finance since October 1995.  From March 1991 to October   
1995 Mr. Gramlich served as Assistant Vice President for Banc One Capital Corp. 

SCOTT HAHN--Mr. Hahn, age 34, has served as Senior Vice President     
Management Information Systems since October 1995.  From November 1991 to       
October 1995 Mr. Hahn served as Director of Data Processing for West Capital    
Financial Services Corp.  From March 1988 to October 1991 Mr. Hahn was          
Management Information Systems Manager for First Associates Mortgage.           

   CINDA KNIGHT--Ms. Knight, age 38, has served as Senior Vice President and
Controller since July 1995.  From September 1993 to July 1995, Ms. Knight served
as Vice President and Controller of AccuBanc Mortgage Company.  From November   
1990 to September 1993, Ms. Knight served as Vice President and Controller of   
Foster Mortgage Corporation.                                                    

   GENE O'BRYAN--Mr. O'Bryan, age 41, has served as Executive Vice President
and Chief Production Officer of FIRST PLUS Financial since April 1996.  From    
April 1994 to April 1996, Mr. O'Bryan served as Senior Vice President Sales and 
Marketing of CountryWide Funding, a first mortgage originator.  Mr. O'Bryan     
served as President and Chief Operating Officer of Alliance Costal Credit       
Corporation, a home-equity lender, from June 1992 to April 1994, and served as  
President of Spring Mountain Credit Corporation, an auto finance lender, from   
December 1987 to June 1992.                                                     

    JANIE OSBORNE--Ms. Osborne, age 42, has served as Senior Vice President of
Loan Control and Dealer Monitoring of FIRSTPLUS Financial since August 1995.    
From June to August 1995, Ms. Osborne served as Senior Vice President of Funding
and Document Control of the Company.  Prior to joining the Company, Ms. Osborne 
served as a loan officer for Ameritex Residential Mortgage from July 1994 to    
June 1995 and for Banc Plus Mortgage Corporation from April 1994 to July 1994.  
Ms. Osborne served as Vice President of Acquisitions, Sales and Escrow Services 
and various other positions at Foster from June 1984 to December 1993.          

   CHARLES T. OWENS--Mr. Owens, age 60, has served as President of FIRSTPLUS
Consumer Finance, Inc., a subsidiary of the Company ("FPCFI"), since June       
1996. Prior to joining the Company, Mr. Owens held various positions with       
Associates Financial Services from October 1959, including Senior Vice          
President--Acquisitions.                                                        

JEFFREY A. PEIPER--Mr. Peiper, age 50, has served as Senior Vice      
President--Administration since March 1996, From June 1994 to March 1996 Mr.    
Peiper served as President and Chief Executive officer of First American Savings
Bank, SSB.  From December 1990 to March 1994 Mr. Piper served as President and  
Chief Executive Officer of Beal Banc, S.A.                                      

  KIRK A. PHILLIPS--Mr. Phillips, age 34, has served as President of First
Security Mortgage Corp., which the Company operates as its FIRSTPLUS East       
division ("FIRSTPLUS East"), since November 1995.  From 1991 to October 1995,   
Mr. Phillips served as President and Chief Executive Officer of First Security  
Mortgage Corp.                                                                  

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   JIM PRESSLER--Mr. Pressler, age 49, has served as Chief Financial Officer
of FPCFI since July 1996.  Prior to joining the Company, Mr. Pressler held      
various accounting and finance positions with Associates Financial Services     
Company, Inc. ("The Associates") from June 1976.  Most recently he served as    
Senior Vice President for planning and acquisitions with The Associates.        

JACK ROUBINEK--Mr. Roubinek, age 54, has served as the Senior Vice    
President of Wholesale Loan Production since March 1995.  From February 1993 to 
March 1995, Mr. Roubinek served as Vice President of Direct Lending and Vice    
President of Secondary Marketing for the Company and SFAC.  Prior to February   
1993, Mr. Roubinek was a mortgage banking consultant to various companies and   
individuals.                                                                    

     JIM ROUNDTREE--Mr. Roundtree, age 40, has served as Chief Financial Officer
of FIRSTPLUS Financial since August 1996.  prior to joining the Company, Mr.    
Roundtree worked for Ernst & Young LLP from September 1986 to August 1996 in    
their financial services industry group and practices as a certified public     
accountant.                                                                     

    KEN SACKNOFF--Mr. Sacknoff, age 43, has served as Senior Vice President of
Corporate Risk since April 1996.  Mr. Sacknoff served as Director of Corporate  
Risk for Residential Funding Corporation in Minneapolis from March 1995 to March
1996 and as Vice President of Risk Management Information & Analysis for        
Associates Corporation from July 1992 to March 1995.  Mr. Sacknoff served as    
Vice President of Risk Management at Beneficial National Bank from November 1990
to July 1992 and as Director of Centralized Operations at Beneficial Corporation
from September 1989 to November 1990.  Prior thereto, Mr. Sacknoff was employed 
by G.E. Capital in various management positions from 1979 to 1989.              

BARRY S. TENENHOLTZ--Mr. Tenenholtz, age 39, has served as Senior Vice
President and Treasurer since January 1995.  From July 1990 to February 1993 Mr.
Tenenholtz served as Corporate Tax Manager for TIC United Corp.  From June 1988 
to June 1990 Mr. Tenenholtz served as corporate tax manager for Dalfort         
Corporation                                                                     

COMMITTEES OF THE BOARD OF DIRECTORS                                            

The Board of Directors has established two standing committees: the   
Compensation Committee and the Audit Committee.  Messrs. Fitzgerald, Jessee     
and Stein (none of whom are officers or employees of the Company) serve on the  
Compensation Committee and the Audit Committee.  Sheldon I. Stein, a director   
of the Company, is a Senior Managing Director of Bear, Stearns & Co. Inc.       
Bear, Stearns & Co., Inc. has performed investment banking services for the     
Company in the past and proposes to perform such services during the current    
fiscal year. The Compensation Committee is responsible for recommending to the  
Board of Directors the Company's executive compensation policies for senior     
officers and administering the 1995 Employee Stock Option Plan (the "1995       
Employee Plan") and the Company's Employee Stock Purchase Plan (the             
"Purchase Plan").  The Audit Committee is responsible for recommending          
independent auditors, reviewing the audit plan, the adequacy of internal        
controls, the audit report and management letter, and performing such other     
duties as the Board of Directors may from time to time prescribe.               

EMPLOYMENT AGREEMENTS; KEY-MAN LIFE INSURANCE                                   

EMPLOYMENT AGREEMENTS.  On August 25, 1995, the Company entered into  
employment agreements with each of the executive officers named in the Summary  
Compensation Table under Item 14.  Mr. Phillip's employment agreement is for a  
term of five years, and Mr. Green's employment agreement is for a term of three 
years.  Each employment agreement automatically renews for successive periods   
after the initial term, unless the employee or the Company notifies the other   
within a specified time that the term will not be extended.  On May 30, 1996,   
Mr. Poythress retired and entered into a consulting agreement with the Company, 
which was terminated in January 1997.                                           

   Under the terms of the respective employment agreements, the Company pays
Mr. Phillips a minimum base salary of $400,000 per year and Mr. Green a minimum 
$230,000 per year, which are adjusted annually to meet cost of living increases.
Each executive officer is entitled to participate generally in the Company's    
employee benefit plans, including the 1995 Employee Plan and the Purchase Plan, 
and is eligible for an incentive bonus under the Company's executive bonus pool.
Such cash bonuses are made at the discretion of the Company based on subjective 
performance criteria.                                                           

If the executive officer is terminated "for cause," which definition  
generally includes termination by the Company due to the executive's willful    
failure to perform his duties under the employment agreement, executive's       
personal dishonesty or breach of his fiduciary duties or the employment         
agreement to which he is a party, then the Company is obligated to pay the      
executive                                                                       

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so terminated only his base salary up to the date upon which the Company        
notifies the executive of his termination "for cause."  On the other hand,      
if the executive officer is terminated without cause, then the Company is       
obligated to pay the executive officer so terminated a lump sum payment equal   
to his base salary for the remaining term of the employment agreement.  If the  
executive officer resigns for "good reason," which generally includes the       
executive officer's resignation due to a breach by the company of his           
employment agreement, the Company must pay the executive officer so terminated  
a lump sum payment equal to the salary of the executive officer for the         
remaining term of the employment agreement.  In the case of the retirement or   
death of the executive officer, the Company is obligated to pay the executive   
officer only his base salary up to the date of such death or retirement.  If    
the executive officer becomes disabled, the Company must continue to pay the    
executive officer his base salary for a period of up to six months and, if the  
disability extends beyond six months, the Company may terminate the executive   
by giving him 30 days' notice of such termination.                              

Each of the executive officers named in the Summary Compensation Table
below, by virtue of his employment agreement, has agreed not to solicit         
customers or employees of the Company in any manner for a period of 24 months   
following his resignation or termination from the Company and, will not compete 
for any period for which a lump sum has been paid by the Company in accordance  
with the employment agreement.  During the term of his consulting agreement, Mr.
Poythress agreed not to (i) be employed by a lending institution or company     
specializing in Title I Loans with its principal office in the Dallas-Fort Worth
area, (ii) be a consultant, director, officer, employee or partner of any       
lending institution specializing in Title I Loans that is ranked among the top  
five Title I lenders operating on a nationwide basis, (iii) solicit business    
from anyone who purchased loans from the Company within six months prior to the 
effective date of the consulting agreement, (iv) induce or solicit any person to
leave their employment with the Company and (v) disclose certain information    
obtained from the Company.                                                      

    KEY-MAN LIFE INSURANCE.  The Company maintains a $2.0 million key-man life
insurance policy on Mr. Phillips, which the Company has assigned to BOCP II,    
Limited Liability Company ("BOCP II").  The Company does not maintain key-man   
life insurance policies on any of its other executive officers.                 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), requires the Company's officers and directors, and persons     
who own more than 10% of a registered class of the Company's equity securities  
(the "10% Stockholders"), to file reports of ownership and changes of           
ownership with the Commission and the Nasdaq National Market.  Officers,        
directors and 10% Stockholders of the Company are required by Commission        
regulation to furnish the Company with copies of all Section 16(a) forms so     
filed.                                                                          

Based solely on review of copies of such forms received, the Company  
believes that, during the last fiscal year, all filing requirements under       
Section 16(a) applicable to its officers, directors and 10% Stockholders were   
timely, except with respect to Messrs. Phillips, Green and Mankoff, who each    
filed one Form 4 late with respect to one transaction, respectively.            

ITEM 11.  EXECUTIVE COMPENSATION.                                               

DIRECTOR COMPENSATION                                                           

The Company pays each nonemployee director a fee of $2,500 for each   
meeting of the Board of Directors that he attends.  The Company reimburses      
each director for ordinary and necessary travel expenses related to such        
director's attendance at Board of Director and committee meetings. In           
addition, the 1995 Nonemployee Director Stock Option Plan (the "1995 Director   
Plan") provides for the grant of certain nonqualified stock options to the      
nonemployee directors of the Company. As of January 20, 1997, Messrs.           
Fitzgerald, Seegers, Jessee and Stein had received 3,334 shares each pursuant   
to such plan.                                                                   

COMPENSATION OF EXECUTIVE OFFICERS                                              

  The total compensation paid for each of the fiscal years ended September
30, 1996 and September 30, 1995 to the President and Chief Executive Officer,   
Daniel T. Phillips, and to the other most highly paid executive officers who    
received cash compensation in excess of $100,000 for the fiscal year ended      
September 30, 1996 (collectively, the "Named Executive Officers"), is set       
forth below in the following Summary Compensation Table:                        

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SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]
                                                                                  LONG-TERM COMPENSATION           
                                         ANNUAL COMPENSATION (1)       --------------------------------------------
                                    ---------------------------------          AWARDS         PAYOUTS              
                                                            OTHER      ---------------------  -------              
                                                            ANNUAL     RESTRICTED   OPTIONS/            ALL OTHER  
        NAME AND           FISCAL   SALARY       BONUS   COMPENSATION    STOCK        SARs     LTIP    COMPENSATION
   PRINCIPAL POSITION       YEAR      ($)         ($)         ($)         ($)         (#)       ($)         ($)    
-------------------------- ------  --------     -------  ------------  ----------   -------   -------  ------------
                                                                                                                   
Daniel T. Phillips......... 1996   $401,605     800,000       --           --       100,000     --          --     
Chairman of the Board,      1995    221,333     225,000       --           --        --         --          --     
President, Chief Executive                                                                                         
Officer and Director                                                                                               

Ronald M. Mankoff(2)....... 1996    321,394     320,000       --           --       100,000     --          --     
General Counsel and         1995    216,047     225,000       --           --         --        --          --     
Director                                                                                                           

Eric C. Green(3)........... 1996    227,990     300,000       --           --       241,162     --          --     
Executive Vice President    1995    110,000     125,000       --           --         --        --          --     
and Chief Financial                                                                                                
Officer                                                                                                            

James H. Poythress(4)...... 1996    176,232       --          --           --        91,162     --          --     
Executive Vice President    1995     37,885(4)  205,000       --           --         --        --          --     
and Chief Operating                                                                                                
Officer                                                                                                            

-----------------                                                               
(1)  Annual compensation does not include the cost to the Company of benefits   
certain executive officers receive in addition to salary and cash     
   bonuses. The aggregate amounts of such personal benefits, however, do not
exceed the lesser of either $50,000 or 10% of the total annual        
compensation of such executive officer. Bonuses with respect to fiscal
   1995 and 1996 were accrued during each respective fiscal year and paid in
November 1995 and 1996, respectively.                                 

(2)  Mr. Mankoff retired as General Counsel and Director of the Company in      
November 1996.                                                        

(3)  Mr. Green joined the Company in April 1995, at an annual salary of         
$180,000.                                                             

(4)  Mr. Poythress joined the Company in June 1995, at an annual salary of      
     $100,000. Mr. Poythress retired from the Company in May 1996, and served as
a consultant to the Company through January 1997 for an annual fee of 
$232,500. See "-- Employment Agreements; Key-Man Life Insurance."     

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GRANTS OF OPTIONS AND STOCK APPRECIATION RIGHTS ("SARs")

   The following table sets forth details regarding stock options granted to
the named executive officers listed in the Summary Compensation Table during the
fiscal 1996.  In addition, there are shown the "option spreads" that would      
exist for the respective options granted based upon assumed rates of annual     
compound stock appreciation of 5% and 10% from the date the options were granted
over the full option term.  The Company granted no SARs in fiscal 1996.         

     OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]
                                                INDIVIDUAL GRANTS                                            
                          -----------------------------------------------------------                        
                           NUMBER OF                                               POTENTIAL REALIZABLE VALUE
                           SECURITIES     PERCENT OF                                AT ASSUMED ANNUAL RATES  
                           UNDERLYING    TOTAL OPTIONS/  EXERCISE                 OF STOCK PRICE APPRECIATION
                          OPTIONS/SARs  SARs GRANTED TO  OR BASE                      FOR OPTION TERM(2)     
                           GRANTED(1)     EMPLOYEES IN    PRICE      EXPIRATION   ---------------------------
       NAME                   (#)          FISCAL YEAR    ($/SH)        DATE        5% ($)(3)    10% ($)(4)  
---------------------     ------------  ---------------  --------    ----------    ----------    ----------  
                                                                                                             
Daniel T. Phillips.......   100,000           7.51%         7.00      11/15/05     $  440,000    $1,116,000  
Ronald M. Mankoff(5).....   100,000           7.51%         7.00      11/15/05        440,000     1,116,000  
Eric C. Green............    91,162           6.85%         7.00      11/15/05        401,113     1,017,368  
                            150,000          11.26%        11.00      04/01/06      1,038,000     2,629,500  
James H. Poythress(5)....    91,162           6.85%         7.00      11/15/05        401,113     1,017,368  

----------------                                                                
(1)  Options granted to executives were granted under the Stock Option Plan.    
  The exercise price of each option is the fair market value of the Common
     Stock on the date of grant.  Options vest generally in one-third increments
   over a three-year term.  The options have a term of 10 years, unless they
   are exercised or expire upon certain circumstances set forth in the Stock
    Option Plan, including retirement, termination in the event of a change in
control, death or disability.                                         

(2)  These amounts represent certain assumed rates of appreciation only.  Actual
gains, if any, on stock option exercises are dependent upon the future
  performance of the Company's Common Stock, overall market conditions and
the executive's continued employment with the Company.  The amounts   
represented in this table may not necessarily be achieved.            

(3)  The assumed stock price at the end of the option term is $11.40 for options
  granted on November 15, 1995, and $17.92 for options granted on April 1,
1996.                                                                 

(4)  The assumed stock price at the end of the option term is $18.16 for options
  granted on November 15, 1995, and $28.53 for options granted on April 1,
1996.                                                                 

(5)  Messrs. Mankoff and Poythress retired from the Company in November and May 
1996, respectively.                                                   

EXERCISES OF OPTIONS AND SARs                                                   

The following table sets forth information with respect to the Named  
Executive Officers concerning the exercise of options during fiscal 1996, and   
unexercised options held as of September 30, 1996.  No options were exercised by
the Named Executive Officers during fiscal 1996, and no Named Executive Officer 
held any SARs.                                                                  

 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
 FISCAL YEAR END OPTION/SAR VALUES

                                                              VALUE OF
                                             NUMBER OF       UNEXERCISED
                                             UNEXERCISED      IN-THE-MONEY
                    NUMBER OF                OPTIONS/SARs     OPTIONS/SARs
                       SHARES       VALUE     AT FY-END (#)    AT FY-END ($)
                    ACQUIRED ON   REALIZED   EXERCISABLE/     EXERCISABLE/
      NAME             EXERCISE(#)     ($)      UNEXERCISABLE   UNEXERCISABLE(1)
------------------     -----------   --------   -------------   ----------------
Daniel T. Phillips....     0           0.00       0/100,000       0/1,581,000   
Ronald M. Mankoff.....     0           0.00       0/100,000       0/1,581,000   
Eric C. Green.........     0           0.00       0/241,162       0/3,212,772   
James H. Poythress....     0           0.00        0/91,162       0/1,441,272   

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----------------                                                                
(1)  Values are stated based upon the closing price of $22.81 per share of      
   the Company's Common Stock on the Nasdaq National Market on September 30,
1996, the last trading day of the Company's fiscal year.              

COMPENSATION AND EMPLOYMENT AGREEMENTS; KEY-MAN LIFE INSURANCE; DIRECTOR        
COMPENSATION                                                                    

See Item 11 for a discussion of employment agreements with executive  
officers, key-man life insurance policies on executive officers and             
compensation of directors.                                                      

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

The following table sets forth information regarding the beneficial   
ownership of Common Stock as of January 2, 1997 by (i) each person known by     
the Company to own beneficially five percent or more of the outstanding         
Common Stock; (ii) each of the Company's directors; (iii) each of the           
executive officers named in the Summary Compensation Table; and (iv) all        
directors and executive officers of the Company as a group. The address of      
each person listed below is 1250 Mockingbird Lane, Dallas, Texas 75247,         
unless otherwise indicated.                                                     

                                                           SHARES BENEFICIALLY
                                                             OWNED (1)
                                                           -------------------
                                                                       PERCENT
            NAME                                             NUMBER   OF CLASS
--------------------------------------                      ---------  -------- 
Farm Bureau Life Insurance Company (2)......   Non-Voting     805,742    18.1   
                                              Voting       316,052     1.3
Daniel T. Phillips (3)(4)...................     Voting     4,348,774    17.4   
Ronald M. Mankoff (4)(5)....................     Voting     2,862,642    11.4   
Banc One Capital Holdings Corporation (6)...   Non-Voting   3,588,046    80.8   
Eric C. Green (4)(7)........................     Voting       448,228     1.8   
James H. Poythress (4)(8)...................     Voting       195,208       *   
John Fitzgerald (4).........................     Voting        16,734       *   
Dan Jessee (4)(9)...........................     Voting        16,734       *   
Paul Seegers (4)............................     Voting        16,734       *   
Sheldon I. Stein (4)........................     Voting        13,334       *   
Putnam Investments, Inc (10)................     Voting     1,389,926     5.6   
All current directors and executive                                             
officers as a group (6 persons) (3)(4)(7)..     Voting     4,860,538    19.4  

---------------                                                                 
*    Represents less than one percent.                                          

(1)  Based on 25,130,012 shares of Common Stock and 4,440,676 shares of         
Non-Voting Common Stock outstanding on January 2, 1997.  Beneficial ownership   
is determined in accordance with the rules of the Commission and generally      
includes voting or investment power with respect to securities. Except as       
indicated in the footnotes to this table and subject to applicable community    
property laws, the persons named in the table have sole voting and investment   
power with respect to all shares of Common Stock beneficially owned.            

(2)  The address of such beneficial owner is 5400 University Avenue, West Des   
Moines, Iowa 50266.                                                             

(3)  Includes 335,000 shares of Common Stock owned by the Phillips Partnership  
but with respect to which Mr. Phillips has voting control.  Lenox Investment    
Corporation, which is owned by Daniel T. Phillips (0.5%) and Merlene M.         
Phillips (0.5%), is the general partner, and the Daniel T. Phillips Trust (the  
"Phillips Trust") (54.0%), Mr. Phillips (22.5%) and Merlene M. Phillips         
(22.5%) are each limited partners of the Phillips Partnership. Mr. Phillips     
has voting control over the shares of Common Stock owned by the Phillips        
Partnership through an irrevocable five-year voting proxy. Lenox Investment     
Corporation retains investment power with respect to such shares. Ronald M.     
Mankoff is the trustee of the Phillips Trust.                                   

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(4)  Includes options that are currently exercisable, or become exercisable     
within 60 days of January 2, 1997, to purchase the number of shares of Common   
Stock indicated for the following persons:  Daniel T. Phillips (33,334),        
Ronald M. Mankoff (33,334), Eric C. Green (30,388), James H. Poythress          
(30,388), John Fitzgerald (3,334), Dan Jessee (3,334), Paul Seegers (3,334)     
and Sheldon I. Stein (3,334).                                                   

(5)  Includes 480,000 shares of Common Stock owned by the Mankoff Generation    
Trust of which the trustee is Jerome J. Frank, Jr.  Includes 120,000 shares of  
Common Stock owned by the Mankoff Charitable Trust of which the trustee is      
Jeffrey W. Mankoff, Mr. Mankoff's son, and Mr. Mankoff and his wife are the     
income beneficiaries.  Also includes 1,820,000 shares of Common Stock owned by  
RJM Properties, Ltd., of which SFA Mortgage Company, which is owned by Mr.      
Mankoff (50%) and the Mankoff Children's Trust (50.0%), is general partner      
(1.0%) and Mr. Mankoff (48.0%), Joy Mankoff (48.0%), Mr. Mankoff's wife, and    
Mankoff Irrevocable Trust (3.0%) are each limited partners.  Also includes      
100,000 shares of Common Stock owned by the Mankoff Irrevocable Trust of which  
the trustee is Jerome J. Frank, Jr. and members of the Mankoff family are       
beneficiaries.  Mr. Mankoff is the sole trustee of the Donald Rubin Children's  
Trust, which owns 381,760 shares of Common Stock, and, therefore, may be        
deemed to beneficially own the shares of Common Stock held by such trust. Mr.   
Mankoff disclaims beneficial ownership of such shares of Common Stock and such  
shares are not included in Mr. Mankoff's total above.                           

(6)  The address of such beneficial owner is 150 East Gay Street, 24th Floor,   
Columbus, Ohio 43215.  Banc One Capital Holdings Corporation ("BOCHC"), BOCP    
II, Limited Liability Company ("BOCP II") and Banc One Capital Partners V,      
Ltd. ("BOCP V") are affiliated companies under common control.  Except as       
described in this footnote, the number of shares shown as being beneficially    
owned by BOCHC does not include shares that may be deemed to be beneficially    
owned by such entity as a result of its being under common control with BOCP    
II or BOCP V.  Share figures shown as being beneficially owned include 525,536  
shares of Non-Voting Common Stock held by BOCHC, as custodian for members of    
BOCP II and BOCP V, and certain of their donees, with respect to which it       
disclaims beneficial ownership.                                                 

(7)  Includes 329,640 shares of Common Stock held by G.B. Kline Residuary       
Trust, of which Beverly Sellers, Mr. Green's mother, is the trustee. Mr. Green  
is an income beneficiary and Mr. Green's children have a remainder interest in  
the G.B. Kline Residuary Trust.  Also includes 2,000 shares of Common Stock     
held by Mr. Green's wife.                                                       

(8)  Mr. Poythress retired from the Company in May 1996 and served as a         
consultant to the Company until January 1997.                                   

(9)  Does not include the shares of Non-Voting Common Stock or the shares of    
Common Stock held by BOCHC, BOCP II or BOCP V, which, in limited                
circumstances, may be exchanged for shares of Common Stock on a                 
share-for-share basis. Mr. Jessee is Vice-Chairman of BOCC, an affiliate of     
BOCHC, BOCP II and BOCP V, and disclaims beneficial ownership of these shares.  

(10) The address of such beneficial owner is One Post Office Square, Boston,    
Massachusetts 02109.  Based on a Schedule 13G, dated December 5, 1996, filed    
with the commission by Putnam Investments, Inc. ("Putnam") on behalf of         
itself and several related entities.  The Schedule 13G discusses that Putnam    
Investment Management, Inc. ("PIM") beneficially owns 1,360,626 shares of       
Common Stock, with shares voting power over 16,300 shares of Common Stock and   
shared dispositive power over 1,360,626 shares of Common Stock and that The     
Putnam Advisory Company, Inc. ("PAC") beneficially owns 29,300 shares of        
Common Stock, with shared voting power over not shares of Common Stock and      
shared dispositive power over 29,300 shares of Common Stock.  PIM is the        
investment advisor for the Putnam family of Mutual Funds and PAC is the         
investment advisor to Putnam family of Mutual Funds, Putnam OTC Emerging        
Growth Fund beneficially owns 778,900 shares.                                   

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

   During 1994 and fiscal 1995, the Company had no compensation committee or
other committee of the Board of Directors performing similar functions.         
Decisions concerning executive compensation for fiscal 1995 were made by the    
Board of Directors, including Daniel T. Phillips and Ronald M. Mankoff, who both
were (and Mr. Phillips' continues to be) executive officers of the Company and  
participated in deliberations of the Board of Directors regarding executive     
officer compensation. The Board of Directors of the Company has established a   
Compensation Committee. See Item 10.                                            

None of the executive officers of the Company currently serves as a   
director of another entity or on the compensation committee of another entity or
any other committee of the board of directors of another entity performing      
similar functions.                                                              

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   The Company engaged in the following transactions with Daniel T. Phillips
and Ronald M. Mankoff. On October 15, 1994, the Company redeemed a total of     
50,000 shares of Series A Cumulative Preferred Stock, of which 25,000 shares    
were owned by the Mankoff Trust and 25,000 shares were owned by the Phillips    
Partnership. Each such redemption was for $25,000 plus accrued and unpaid       
dividends. In addition, in April 1995, the Company redeemed an additional       
150,000 shares of Series A Cumulative Preferred Stock, of which 75,000 shares   
were from the Mankoff Trust and 75,000 shares were from the Phillips            
Partnership. Each such redemption was for $75,000 plus accrued and unpaid       
dividends. In February 1996, the Company redeemed the 50,000 shares of Series   
A Cumulative Preferred Stock owned by each of the Mankoff Trust and the         
Phillips Partnership for $1.00 per share plus accrued and unpaid dividends.     
Accordingly, the total redemption payment received by each of the Mankoff       
Trust and the Phillips Partnership was approximately $57,500. See "--Certain    
Relationships and Related Party Transactions."                                  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                            

     Since its inception, the Company has had business relationships and engaged
in certain transactions with affiliated companies and parties as described      
below. It is the policy of the Company to engage in transactions with related   
parties only on terms that, in the opinion of the Company, are no less favorable
to the Company than could be obtained from unrelated parties.                   

    RELATIONSHIP WITH FARM BUREAU.  As of January 2, 1997, Farm Bureau was the
beneficial owner of 805,742 shares of Non-Voting Common Stock and 383,278 shares
of Common Stock.                                                                

    On March 31, 1995, the Company issued to Farm Bureau an aggregate of $1.35
million principal amount of Senior Subordinated Notes (out of a total of        
$6.35 million principal amount of Senior Subordinated Notes issued at that time 
by the Company). For a description of the Senior Subordinated Notes and the     
amount issued to BOCP II, see "-- Relationship with Bank One." As of September  
30, 1996, the Company had paid Farm Bureau an aggregate of $121,500 in interest 
payments under the terms of the Senior Subordinated Notes, as well as an        
aggregate of approximately $27,000 in fees and expenses related to the issuance 
by the Company of the Senior Subordinated Notes to Farm Bureau. In connection   
with the issuance of the Senior Subordinated Notes to Farm Bureau, the Company  
also issued Farm Bureau warrants to purchase an aggregate of 569,768 shares of  
Non-Voting Common Stock for a nominal exercise price, which were exercised prior
to the Company's initial public offering.                                       

 In April 1995, the Company issued additional warrants to Farm Bureau to
purchase an aggregate of 592,414 shares of Non-Voting Common Stock. Such        
warrants were issued in consideration of Farm Bureau's agreement to waive       
certain redemption rights with respect to the Series B Cumulative Preferred     
Stock held by Farm Bureau and such warrants were exercised in full prior to the 
Company's initial public offering.  The Series B Cumulative Preferred Stock was 
redeemed in February 1996 for approximately $2.5 million.                       

 In September 1995, the Company entered into a credit facility with Farm
Bureau (the "Farm Bureau Facility"), under which Farm Bureau agreed to lend     
the Company up to $5.5 million at a rate of interest of 12% per annum. The      
Company borrowed $5.5 million under this financing facility. All borrowings     
pursuant to such financing were repaid in February 1996 with a portion of the   
net proceeds to the Company from its initial public offering and the facility   
was terminated. In connection with the facility, the Company issued to Farm     
Bureau warrants to purchase 67,226 shares of Common Stock at an exercise price  
of $5.95 per share.                                                             

RELATIONSHIP WITH BANK ONE.  As of January 2, 1997, BOCP II was the   
beneficial owner of 38,088 shares of Non-Voting Common Stock and 296,000 shares 
of Common Stock, and BOCP V was the beneficial owner of 8,800 shares of         
Non-Voting Common Stock and 24,000 shares of Common Stock.                      

  BOCC, an affiliate of Bank One, acted as placement agent with respect to
each of the securitizations completed by the Company during fiscal 1995 and     
1996.  As consideration for acting as placement agent, the Company paid BOCC an 
aggregate of $2.5 million and $1.6 million in fiscal 1995 and 1996,             
respectively, representing fees, commissions and expenses.                      

The Company maintains a credit facility with Bank One (the "Bank One  
Facility"), which was established in March 1995. As of September 30, 1996, the  
Company had paid Bank One an aggregate of $1.3 million in interest payments     
under the prescribed terms of the Bank One Facility, as well as an aggregate of 
$106,473 in other fees and expenses related to amounts borrowed by the Company  
under this facility. For a more complete description of the terms of the Bank   
One Facility,                                                                   

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see "Management's Discussion and Analysis of Financial Condition and Results    
of Operations -- Liquidity and Capital Resources."                              

On March 31, 1995, the Company issued to BOCP II an aggregate of $5.0 
million principal amount of its Senior Subordinated Notes (out of a total of    
$6.35 million principal amount of Senior Subordinated Notes). The Senior        
Subordinated Notes bear interest at the rate of 12% per annum, except that upon 
the occurrence of an event of default under the Senior Subordinated Notes, the  
interest rate increases to 15% per annum. As of September 30, 1996, the Company 
had paid BOCP II an aggregate of $600,000 in interest payments under the terms  
of the Senior Subordinated Notes, as well as an aggregate of approximately      
$125,000 in fees and expenses related to the issuance by the Company of the     
Senior Subordinated Notes to BOCP II. The Senior Subordinated Notes are         
subordinated to all amounts at any time due and owing under the Company's       
warehouse lines existing from time to time.  In connection with the issuance of 
the Senior Subordinated Notes to BOCP II, the Company also issued BOCP II       
warrants to purchase an aggregate of 2,110,232 shares of Non-Voting Common Stock
for a nominal exercise price, which were fully exercised prior to the Company's 
initial public offering, and warrants to purchase an aggregate of 1,786,622     
shares of Non-Voting Common Stock for an aggregate of $450,000, which were fully
exercised prior to the Company's initial public offering.                       

In February 1995, the Company and BOCP V entered into a financing     
arrangement to provide $700,000 of interim financing (the "BOCP V Financing").  
In July 1995, the Company and BOCP V agreed to amend the terms of the BOCP V    
Financing so that the Company's debt arrangements with BOCP V would be on       
similar terms as those with BOCP II and Farm Bureau. As a consequence, the      
Company issued $700,000 principal amount of the Subordinated Notes to BOCP V. As
of September 30, 1996, under the terms of the BOCP V Financing and the          
Subordinated Notes, the Company had paid BOCP V an aggregate of $93,333 in      
interest payments and an aggregate of $14,000 in other fees and expenses. In    
connection with the amendments of the BOCP V Financing and the issuance of the  
Subordinated Notes to BOCP V, the Company issued BOCP V warrants to purchase an 
aggregate of 290,780 shares of Non-Voting Common Stock for a nominal exercise   
price, which were fully exercised prior to the Company's initial public         
offering.                                                                       

   In August 1996, the Company engaged BOCC to render financial advisory and
consultation services.  For such engagement, the Company paid BOCC $150,000.    

  OTHER TRANSACTIONS.  During fiscal 1994, 1995 and 1996, the Company paid
legal fees and expenses to Jeffrey W. Mankoff, P.C., which were in excess of 5% 
of the gross revenues of Jeffrey W. Mankoff, P.C.  Such amounts, however, did   
not exceed $60,000.  Jeffrey W. Mankoff, P.C. is a Dallas, Texas law firm owned 
by the son of Ronald M. Mankoff, a principal stockholder and the former Chairman
of the Board of the Company.                                                    

    Sheldon I. Stein, a director of the Company, is a Senior Managing Director
of Bear, Stearns & Co. Inc.  Bear, Stearns & Co., Inc., has performed investment
banking services for the Company in the past and proposes to perform services   
during the current fiscal year.                                                 

PART IV 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.      

(a)  Documents filed as part of Report.                               

1.   FINANCIAL STATEMENTS:                                  

              The Financial Statements are listed in the index to Consolidated
Financial Statements on page F-1 of this Report (previously filed).             

2.   FINANCIAL STATEMENT SCHEDULES:                         

Not applicable.                                   

3.   EXHIBITS:                                              

           The exhibits are listed on the Exhibit Index attached hereto.

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SIGNATURES    

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this amended report to be  
signed on its behalf by the undersigned, thereunto duly authorized in the City  
of Dallas, State of Texas, on January 28, 1997.                                 

                       RAC FINANCIAL GROUP, INC.

                      /s/ Daniel T. Phillips
                                    --------------------------------------
                                 DANIEL T. PHILLIPS, CHAIRMAN OF THE
                                  BOARD, PRESIDENT AND CHIEF EXECUTIVE
     OFFICER

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EXHIBIT INDEX     

EXHIBIT                                                                         
NUMBER                       DOCUMENT DESCRIPTION                               
-------                      --------------------                               
3.1*      Amended and Restated Articles of Incorporation of the Registrant      
(Exhibit 3.1)                                               
3.2*      Amended and Restated Bylaws of the Registrant (Exhibit 3.2)           
4.1*      Specimen certificate for Common Stock of the Registrant (Exhibit 4)   
4.2****   Indenture, dated August 20, 1996, between the Registrant and Bank     
One, Columbus, N.A., as trustee thereunder                  
4.3****   Note Resale Registration Rights Agreement, dated August 20, 1996,     
 among the Registrant and the Initial Purchasers named therein
4.4****   Form of Definitive 7.25% Convertible Subordinated Note Due 2003 of    
the Registrant                                              
4.5****   Form of Restricted Global 7.25% Convertible Subordinated Note Due     
2003 of the Registrant                                      
4.6****   Form of Regulation S Global 7.25% Convertible Subordinated Note Due   
2003 of the Registrant                                      
10.1*     Form of Home Improvement Buy-Sell Agreement (Exhibit 10.1)            
10.2*     Form of Continuous Purchase FHA Title I Loan Correspondent Agreement  
(Exhibit 10.2)                                              
10.3*     Form of Continuous Purchase Conventional Direct Loan Broker Agreement 
(Exhibit 10.3)                                              
10.4*     1995 Employee Stock Option Plan for RAC Financial Group, Inc.         
(Exhibit 10.4)                                              
10.5*     Non-Employee Director Stock Option Plan for RAC Financial Group, Inc. 
(Exhibit 10.5)                                              
10.6*     RAC Financial Group, Inc. Employee Stock Purchase Plan (Exhibit 10.6) 
10.7*     Description of Officer Bonus Program (Exhibit 10.7)                   
10.8*     Credit Agreement among RAC Financial Group, Inc., Remodelers National 
         Funding Corporation, and Bank One, Texas, National Association, dated
 as of March 17, 1995, as amended by First Amendment to Credit
        Agreement dated as of May 12, 1995 and by Second Amendment to Credit
Agreement dated as of June 6, 1995 (Exhibit 10.8)           
10.9*     Promissory Note, dated as of June 6, 1995, from Remodelers National   
Funding Corporation, as maker, to Bank One, Texas, National 
Association (Exhibit 10.9)                                  
10.10*    Security Agreement, dated as of March 17, 1995, among Remodelers      
National Funding Corporation and Bank One, Texas, National  
Association (Exhibit 10.10)                                 
10.11*    Guaranty, dated as of March 17, 1995, from RAC Financial Group, Inc.  
to Bank One, Texas, National Association (Exhibit 10.11)    
10.12*    Warehousing Credit, Term Loan and Security Agreement, dated as of     
     June 15, 1995, among Remodelers National Funding Corporation, RAC
  Financial Group, Inc., and Residential Funding Corporation, as
     amended by First Amendment to The Warehouse Credit, Term Loan and
Security Agreement, dated August 25, 1995 (Exhibit 10.12)   
10.13*    Promissory Note, dated as of June 15, 1995, from Remodelers National  
     Funding Corporation, as maker, to Residential Funding Corporation
(Exhibit 10.13)                                             
10.14*    Promissory Note, dated as of June 29, 1995, from Remodelers National  
     Funding Corporation, as maker, to Residential Funding Corporation
(Exhibit 10.14)                                             
10.15*    Guaranty, dated as of June 15, 1995, from RAC Financial Group, Inc.   
to Residential Funding Corporation (Exhibit 10.15)          
10.16*    Custodian Agreement, dated as of June 15, 1995, among Remodelers      
        National Funding Corporation, RAC Financial Group, Inc., Residential
     Funding Corporation and First Trust National Association (Exhibit
10.16)                                                      
10.17*    Senior Subordinated Note and Warrant Purchase Agreement, dated as of  
        March 31, 1995, among RAC Financial Group, Inc., Remodelers National
     Funding Corporation, SFA: State Financial Acceptance Corporation,
     Banc One Capital Partners II, Limited Partnership and Farm Bureau
Life Insurance Company (Exhibit 10.17)                      

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10.18*    Senior Subordinated Note, dated as of March 31, 1995, from RAC        
      Financial Group, Inc., Remodelers National Funding Corporation and
   SFA: State Financial Acceptance Corporation, as makers, to Farm
Bureau Life Insurance Company (Exhibit 10.18)               
10.19*    Senior Subordinated Note, dated as of March 31, 1995, from RAC        
      Financial Group, Inc., Remodelers National Funding Corporation and
       SFA: State Financial Acceptance Corporation, as makers, to Banc One
Capital Partners II, Limited Partnership (Exhibit 10.19)    
10.20*    RAC Financial Group, Inc. Warrant Certificate, dated as of April 12,  
1995, for Farm Bureau Life Insurance Corporation (including 
registration rights agreement) (Exhibit 10.20)              
10.21*    RAC Financial Group, Inc. Warrant Certificate, dated as of March 31,  
1995, for Banc One Capital Partners II, Limited Partnership 
(including registration rights agreement) (Exhibit 10.21)   
10.22*    Subordinated Security Agreement, dated as of March 31, 1995, among    
       RAC Financial Group, Inc., Remodelers National Funding Corporation,
  SFA: State Financial Acceptance Corporation, Banc Once Capital
   Partners II, Limited Partnership and Farm Bureau Life Insurance
Company (Exhibit 10.22)                                     
10.23*    Security Agreement -- Assignment of Servicing Agreements, dated as of 
        March 31, 1995, among RAC Financial Group, Inc., Remodelers National
        Funding Corporation, SFA: State Financial Acceptance Corporation and
         Banc Once Capital Partners II, Limited Partnership, as agent for Banc
     One Capital Partners II, Limited Partnership and Farm Bureau Life
Insurance Company (Exhibit 10.23)                           
10.24*    Security Agreement -- Pledge of Common Stock, dated as of March 31,   
       1995, among RAC Financial Group, Inc. and Banc One Capital Partners
       II, Limited Partnership, as agent for Banc One Capital Partners II,
       Limited Partnership and Farm Bureau Life Insurance Company (Exhibit
10.24)                                                      
10.25*    Employment Agreement by and between RAC Financial Group, Inc. and     
Ronald M. Mankoff (Exhibit 10.25)                           
10.26*    Employment Agreement by and between RAC Financial Group, Inc. and     
Daniel T. Phillips (Exhibit 10.26)                          
10.27*    Employment Agreement by and between RAC Financial Group, Inc. and     
Eric C. Green (Exhibit 10.27)                               
10.28*    Employment Agreement by and between RAC Financial Group, Inc. and     
James H. Poythress (Exhibit 10.28)                          
10.29*    Loan Commitment from Bank One, Texas, N.A., to RAC Financial Group,   
Inc. (Exhibit 10.29)                                        
10.30*    Form of Continuous Purchase Home Improvement Broker Agreement         
(Exhibit 10.30)                                             
10.31*    Form of Pass-Through Home Improvement Financing Agreement (Exhibit    
10.31)                                                      
10.32*    Form of Dealer/Contractor Application (Exhibit 10.32)                 
10.33*    Form of Broker/Correspondent Application (Exhibit 10.33)              
10.34*    Promissory Note, dated December 29, 1995, from RAC Financial Group,   
     Inc., Remodelers National Funding Corporation and State Financial
    Acceptance Corporation, as makers, to Farm Bureau Life Insurance
Company (Exhibit 10.34)                                     
10.35*    Loan Commitment from Residential Funding Corporation to Remodelers    
       National Funding Corporation and RAC Financial Group, Inc. (Exhibit
10.35)                                                      
10.36*    Stock Purchase and Sale Agreement, dated as of November 30, 1995, by  
and among RAC Financial Group, Inc., FIRSTPLUS East Mortgage
Corporation and its shareholders (Exhibit 10.36)            
10.37*    First Amendment to Credit Agreement and Note, dated as of June 21,    
    1995, by and among Remodelers National Funding Corporation, SFA:
         State Financial Acceptance Corporation, RAC Financial Group, Inc. and
Banc One Capital Partners V, Ltd. (Exhibit 10.37)           
10.38*    Senior Subordinated Note, dated November 1, 1995, from RAC Financial  
  Group, Inc., Remodelers National Funding Corporation and State
    Financial Acceptance Corporation, as makers, to Banc One Capital
Partners II, Limited Partnership (Exhibit 10.38)            
10.39*    Senior Subordinated Note, dated November 16, 1995, from RAC Financial 
  Group, Inc., Remodelers National Funding Corporation and State
        Financial Acceptance Corporation, as makers, to and Banc One Capital
Partners II, Limited Partnership (Exhibit 10.39)            
10.40*    Senior Subordinated Note, dated September 27, 1995, from RAC          
      Financial Group, Inc., Remodelers National Funding Corporation and
     State Financial Acceptance Corporation, as makers, to Farm Bureau
Life Insurance Company (Exhibit 10.40)                      
10.41*    Senior Subordinated Note, dated September 27, 1995, from RAC          
      Financial Group, Inc., Remodelers National Funding Corporation and
     State Financial Acceptance Corporation, as makers, to Farm Bureau
Life Insurance Company (Exhibit 10.41)                      

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10.42*    Senior Subordinated Note and Warrant Purchase Agreement, amended and  
  restated as of July 16, 1995, among RAC Financial Group, Inc.,
    Remodelers National Funding Corporation and SFA: State Financial
         Acceptance Corporation, as sellers, and Banc One Capital Partners II,
        Limited Partnership, Farm Bureau Life Insurance Company and Banc One
Capital Partners V, Ltd., as purchasers (Exhibit 10.42)     
10.43*    RAC Financial Group, Inc. Warrant Certificate, dated as of July 16,   
1995, for Banc One Capital Partners V, Ltd. (Exhibit 10.43) 
10.44*    Second Amended and Restated Subordinated Security Agreement, amended  
       and restated as of September 27, 1995, made by RAC Financial Group,
Inc., Remodelers National Funding Corporation and SFA: State
        Financial Acceptance Corporation for the benefit of Banc One Capital
        Partners II, Limited Partnership, Farm Bureau Life Insurance Company
and Banc One Capital Partners V, Ltd. (Exhibit 10.44)       
10.45*    Second Amended and Restated Security Agreement -- Pledge of Common    
     Stock, amended and restated as of September 27, 1995, made by RAC
       Financial Group, Inc., for the benefit of Banc One Capital Partners
        II, Limited Partnership, Farm Bureau Life Insurance Company and Banc
One Capital Partners V, Ltd. (Exhibit 10.45)                
10.46*    Second Amended and Restated Security Agreement -- Assignment of       
        Servicing Agreements, amended and restated as of September 27, 1995,
  made by RAC Financial Group, Inc., for the benefit of Banc One
        Capital Partners II, Limited Partnership, Farm Bureau Life Insurance
 Company and Banc One Capital Partners V, Ltd. (Exhibit 10.46)
10.47*    Second Amendment to the Warehouse Credit, Term Loan and Security      
      Agreement, dated as of September 15, 1995, by and among Remodelers
     National Funding Corp., RAC Financial Group, Inc. and Residential
Funding Corporation (Exhibit 10.47)                         
10.48*    Form of Letter Agreement, dated January 29, 1996, by and between RAC  
        Financial Group, Inc. and Residential Funding Corporation, regarding
 the Warehouse Credit, Term Loan and Security Agreement, dated
June 15, 1995 (Exhibit 10.48)                               
10.49*    Form of Letter Agreement, dated January 29, 1996, by and between RAC  
    Financial Group, Inc. and Banc One, Texas, National Association,
       regarding the Credit Agreement, dated as of March 17, 1995 (Exhibit
10.49)                                                      
10.50*    Form of Letter Agreement, dated January 29, 1996, by and among RAC    
Financial Group, Inc., Banc One Capital Partners II, Limited
        Partnership, Farm Bureau Life Insurance Company and Banc One Capital
        Partners V, Ltd., regarding the Senior Subordinated Note and Warrant
  Purchase Agreement, dated as of March 31, 1995 (Exhibit 10.50)
10.51*    Third Amendment to the Warehouse Credit, Term Loan and Security       
    Agreement, dated as of January 22, 1996, by and among Remodelers
     National Funding Corp., RAC Financial Group, Inc. and Residential
Funding Corporation (Exhibit 10.51)                         
10.52*    Subordinated Loan Agreement, dated as of September 27, 1995, by and   
among RAC Financial Group, Inc., Remodelers National Funding
        Corporation and SFA: State Financial Acceptance Corp., as borrowers,
         and Banc One Capital Partners II, Limited Partnership and Farm Bureau
        Life Insurance Company, as lenders, as amended by First Amendment to
Subordinated Loan Agreement (Exhibit 10.52)                 
10.53*    Letter Agreement, dated June 7, 1995, between Banc One Capital        
 Corporation and RAC Financial Group, Inc. regarding financial
advisory and consultation services (Exhibit 10.53)          
10.54**   Registration Rights Agreement, dated as of March 31, 1996, by and     
         among RAC Financial Group, Inc. and the shareholders of Mortgage Plus
Incorporated (Exhibit 10.2)                                 
10.55**   Agreement and Plan of Merger, dated as of May 22, 1996, among RAC     
       Financial Corporation, Inc., FIRSTPLUS West, Inc. and Mortgage Plus
Incorporated and the shareholders (Exhibit 10.1)            
10.56***  Master Repurchase Agreement, dated as of May 10, 1996, by and between 
       FIRSTPLUS Financial, Inc. and Bear Stearns Home Equity Trust 1996-1
(Exhibit 10.1)                                              
10.57***  Custody Agreement, dated May 10, 1996, among FIRSTPLUS Financial,     
         Inc., Bear Stearns Home Equity Trust 1996-1, and Bank One Texas, N.A.
(Exhibit 10.2)                                              
10.58***  Fifth Amendment to Credit Agreement, dated June 20, 1996, by and      
       among FIRSTPLUS Financial, Inc., RAC Financial Group, Inc. and Bank
One, Texas, National Association (Exhibit 10.3)             
10.59***  Promissory Note, dated June 30, 1996, between FIRSTPLUS Financial,    
 Inc. and Bank One, Texas, National Association (Exhibit 10.4)

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10.60+    Credit Agreement, dated October 17, 1996, between FIRSTPLUS           
Financial, Inc. and Bank One Texas, National Association    
10.61+++  First Amendment to Credit Agreement, dated as of December 13, 1996,   
between FIRSTPLUS Financial, Inc., Bank One, Texas, N.A., as
        administrative agent, Guaranty Federal Bank F.S.B., as co-agent, and
certain lenders (Exhibit 10.61)                             
10.62+++  Custody Agreement, dated as of the 18, 1996, among FIRSTPLUS          
     Financial, Inc., PaineWebber Real Estate Securities Inc. and Banc
One, Texas, N.A. (Exhibit 10.62)                            
10.63+++  Loan and Security Agreement, dated as of December 18, 1886, between   
    FIRSTPLUS Financial, Inc. and PaineWebber Real Estate Securities
Inc. (Exhibit 10.63)                                        
10.64+++  Form of Promissory Note from FIRSTPLUS Financial, Inc. to PaineWebber 
Real Estate Securities Inc. (Exhibit 10.64)                 
10.65++   Warrant Issuance and Registration Rights Agreement, dated February 1, 
 1996, between Residential Funding Corporation and the Company
(Exhibit 10.1)                                              
10.66++   Stock Purchase Agreement, dated February 1, 1996, between Banc One    
Capital Partners II and the Company (Exhibit 10.2)          
10.67++   Stock Purchase Agreement, dated February 1, 1996, between Banc One    
Capital Partners V, Ltd. and the Company (Exhibit 10.3)     
10.68++   Stock Purchase Agreement, dated February 1, 1996, between Ronald      
Mankoff and the Company (Exhibit 10.4)                      
10.69++   Stock Purchase Agreement, dated February 1, 1996, between Phillips    
Partners, Ltd. and the Company (Exhibit 10.5)               
10.70++   Stock Purchase Agreement, dated February 1, 1996, between Farm Bureau 
Life Insurance Company and the Company (Exhibit 10.6)       
10.71++   Subordination Agreement, dated February 1, 1996, between Banc One     
     Capital Partners II, Limited Partnership and the Company (Exhibit
10.7)                                                       
10.72++   Subordination Agreement, dated February 1, 1996, between Banc One     
Capital Partners V, Ltd. and the Company (Exhibit 10.8)     
10.73++   Subordination Agreement, dated February 1, 1996, between Banc One,    
Texas, N.A. and the Company (Exhibit 10.9)                  
10.74++   Subordination Agreement, dated February 1, 1996, between Farm Bureau  
Life Insurance Company and the Company (Exhibit 10.10)      
10.75++   Amended and Restated Warehousing Credit, Term Loan and Security       
  Agreement, dated February 1, 1996, between Residential Funding
Corporation and the Company (Exhibit 10.11)                 
10.76++   Stock Purchase Warrant to Purchase 250,000 Shares of Voting Common    
     Stock, Par Value $0.01 per Share, dated February 1, 1996 (Exhibit
10.12)                                                      
10.77++   Fourth  Amendment to Credit Agreement between Bank One, Texas, N.A.   
and the Company, dated March 26, 1996 (Exhibit 10.13)       
11+       Statement Regarding Computation of Per Share Earnings                 
21****    Subsidiaries of Registrant (Exhibit 21)                               
23.1+     Consent of Ernst & Young LLP                                          
27.1      Financial Data Schedule                                               

---------------                                                                 
*    Incorporated by reference from exhibit shown in parenthesis contained in   
the Company's Registration Statement on Form S-1 (Registration No.    
33-96688), filed by the Company with the Commission.                  
**   Incorporated by reference from exhibit shown in parenthesis contained in   
 the Company's current report on Form 8-K, filed by the Company with the
Commission on June 14, 1996.                                          
***  Incorporated by reference from exhibit shown in parenthesis contained in   
     the Company's Form 10-Q for the quarterly period ended June 30, 1996, filed
by the Company with the Commission on August 6, 1996.                 
**** Incorporated by reference from the exhibit shown in parenthesis contained  
in the Company's Registration Statement on Form S-1 (Registration No. 
333-14171), filed by the Company with the Commission.                 
+    Previously filed.                                                          

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++   Incorporated by reference from exhibit shown in parenthesis contained in   
the Company's Form 10-Q for the quarterly period ended March 31, 1996,
filed by the Company with the Commission on May 3, 1996.              
+++  Incorporated by reference from exhibit shown in parenthesis contained in   
the Company's Registration Statement on Form S-1 (Registration No.    
333-18497), filed by the Company with the Commission.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	1/28/97	12
	1/20/97	5
	1/2/97	8	10
	12/13/96	16
	12/5/96	9		S-1/A, SC 13G
	11/30/96	1
	11/29/96	1
	10/17/96	16
For Period End:	9/30/96	1	11	10-K
	8/20/96	13
	8/6/96	16		10-Q
	6/30/96	15	16	10-Q
	6/20/96	15
	6/14/96	16		8-K
	5/30/96	4
	5/22/96	15
	5/10/96	15
	5/3/96	17
	4/1/96	7
	3/31/96	15	17
	3/26/96	16
	2/1/96	16
	1/29/96	15
	1/22/96	15
	12/29/95	14
	11/30/95	14
	11/16/95	14
	11/15/95	7
	11/1/95	14
	9/30/95	5
	9/27/95	14	15
	9/15/95	15
	8/25/95	4	13
	7/16/95	15
	6/29/95	13
	6/21/95	14
	6/15/95	13	15
	6/7/95	15
	6/6/95	13
	5/12/95	13
	4/12/95	14
	3/31/95	10	15
	3/17/95	13	15
	10/15/94	10
				List all Filings

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Filing Submission 0000912057-97-002025 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Firstplus Financial Group Inc – ‘10-K/A’ for 9/30/96

As of: Tuesday, 1/28/97 · For: 9/30/96 · Accession #: 912057-97-2025 · File #: 0-27550

Previous ‘10-K’: ‘10-K’ on 12/23/96 for 9/30/96 · Next & Latest: ‘10-K’ on 12/9/97 for 9/30/97

Amendment to Annual Report — Form 10-KFiling Table of Contents

10-K/A — Amendment to Annual ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K
Filing Table of Contents

10-K/A — Amendment to Annual Report
Document Table of Contents