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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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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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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
3
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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 $100,000 for the fiscal year ended
September 30, 1996 (collectively, the "Named Executive Officers"), is set
forth below in the following Summary Compensation Table:
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SUMMARY COMPENSATION TABLE
<TABLE>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION (1) --------------------------------------------
--------------------------------- AWARDS PAYOUTS
OTHER --------------------- -------
ANNUAL RESTRICTED OPTIONS/ ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION STOCK SARs LTIP COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- -------------------------- ------ -------- ------- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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(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
$232,500. See "-- Employment Agreements; Key-Man Life Insurance."
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GRANTS OF OPTIONS AND STOCK APPRECIATION RIGHTS ("SARs")
The following table sets forth details regarding stock options granted to
the named executive officers listed in the Summary Compensation Table during the
fiscal 1996. In addition, there are shown the "option spreads" that would
exist for the respective options granted based upon assumed rates of annual
compound stock appreciation of 5% and 10% from the date the options were granted
over the full option term. The Company granted no SARs in fiscal 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
INDIVIDUAL GRANTS
-----------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES PERCENT OF AT ASSUMED ANNUAL RATES
UNDERLYING TOTAL OPTIONS/ EXERCISE OF STOCK PRICE APPRECIATION
OPTIONS/SARs SARs GRANTED TO OR BASE FOR OPTION TERM(2)
GRANTED(1) EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($)(3) 10% ($)(4)
- --------------------- ------------ --------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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(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
6
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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.
8
<PAGE>
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,
9
<PAGE>
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.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this 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
<PAGE>
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)
<PAGE>
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)
<PAGE>
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)
<PAGE>
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.
<PAGE>
++ 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.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 23,167,198
<SECURITIES> 16,527,471
<RECEIVABLES> 656,538,333
<ALLOWANCES> 60,698,421
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,179,903
<DEPRECIATION> 2,110,832
<TOTAL-ASSETS> 710,383,756
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 269,398
<OTHER-SE> 94,299,329
<TOTAL-LIABILITY-AND-EQUITY> 710,383,756
<SALES> 0
<TOTAL-REVENUES> 198,057,099
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 83,231,568
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