AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1997
REGISTRATION NO. 333-28719
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE THAXTON GROUP, INC.
(Name of registrant as specified in its charter)
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SOUTH CAROLINA 6140 57-0669498
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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1524 PAGELAND HIGHWAY
LANCASTER, SOUTH CAROLINA 29721
(803) 285-4336
(Address and telephone number of principal executive offices)
KENNETH H. JAMES
THE THAXTON GROUP, INC.
1524 PAGELAND HIGHWAY
LANCASTER, SOUTH CAROLINA 29721
(803) 285-4336
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPY TO:
BARNEY STEWART III
MOORE & VAN ALLEN, PLLC
100 NORTH TRYON STREET, FLOOR 47
CHARLOTTE, NORTH CAROLINA 28202-4003
Approximate date of proposed sale to the public: To commence as soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection without the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II
Item 21. Exhibits
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Exhibit No. Description
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2 Stock Purchase Agreement, dated as of September 1, 1995 with Eagle
Premium Finance Company, Inc.(1)
3.1 Amended and Restated Articles of Incorporation of The Thaxton Group,
Inc.(1)
3.2 Bylaws of the Thaxton Group, Inc.(1)
4.1 Certificate of Designation, Preferences and Rights of the Series A
Preferred Stock*
4.2 Form of Certificate for Series A Preferred Stock*
4.3 Certificate of Designation, Preferences, and Rights of the Series B
Preferred Stock*
4.4 Form of Certificate for Series B Preferred Stock*
5 Opinion of Moore & Van Allen, PLLC*
8 Tax opinion of Moore & Van Allen, PLLC*
10.2 Loan Agreement dated May 16, 1994 between the American Bankers Insurance
Company of Florida and the Company(1)
10.3 Security Agreement dated January 19, 1995 between the Company and Oakland
Auto Sales, including Guaranty by Thaxton Insurance Group, Inc.(1)
10.4 Form of Restricted Stock Award between the Company and Robert L Wilson(1)
10.5 The Thaxton Group, Inc. 1995 Stock Incentive Plan(1)
10.6 The Thaxton Group, Inc. Employee Stock Purchase Plan(1)
10.8 Incentive Stock Option Agreement between Kenneth H. James and the
Company (2)
10.11 Incentive Stock Option Agreement between James A. Cantley and the
Company(2)
10.12 Loan Agreement dated March 18, 1996 between the American Bankers
Insurance Company of Florida and the Company(2)
10.14 Aircraft Sales Agreement between Corporate Aircraft Marketing and The
Company dated July 16, 1996(3)
10.15 Share Exchange Agreement by and among The Thaxton Group, Inc., Thaxton
Insurance Group, Inc., James D. Thaxton, William H. Thaxton and Calvin L.
Thaxton, Jr.(4)
10.16 Promissory note payable by the Company to Kramer-Wilson Insurance
Services (5)
10.17 Form of Share Exchange Agreement by and between the Company and Jack W.
Robinson and affiliates*
10.18 First Amended and Restated Loan and Security Agreement dated September 3, 1997
between Finova Capital Corporation and the Company*
10.19 Schedule to First Amended and Restated Loan and Security Agreement*
10.20 Fourth Amended and Restated Promissory Note*
21 Subsidiaries of The Thaxton Group, Inc. (5)
23.1 Consent of KPMG Peat Marwick, LLP
23.2 Consent of Moore & Van Allen, PLLC (included in the opinion filed as
Exhibit 5 to this Registration Statement)
24 Power of Attorney (included on the Signature Page of this Registration
Statement)
99.1 Form of Depositary Agreement by and between the Company and First Union
National Bank*
99.2 Form of Letter of Transmittal*
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* Previously filed.
(1) Incorporated by reference to the Company's Registration Statement on
Form SB-2, Commission File No. 33-97130-A.
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1995.
(3) Incorporated by reference to the Company's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996.
(4) Incorporated by reference the Company's Current Report on Form 8-K dated
October 31, 1996.
(5) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Charlotte, State of North Carolina, on November 12, 1997.
THE THAXTON GROUP, INC.
By: /S/ KENNETH H. JAMES
Kenneth H. James, Vice President, Chief Financial Officer and Secretary
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
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Signature Title Date
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/S/ JAMES D. THAXTON* Chairman of the Board of Directors, November 12, 1997
- ---------------------------------
James D. Thaxton President and Chief Executive
Officer
/S/ ROBERT L. WILSON* Executive Vice President, Chief November 12, 1997
- --------------------------------- Operating Officer and Director
Robert L. Wilson
/S/ KENNETH H. JAMES Vice President, Chief Financial November 12, 1997
- --------------------------------- Officer, Secretary and Director
Kenneth H. James (Principal Accounting Officer)
/S/ C. L. THAXTON, SR.* Director November 12, 1997
- ---------------------------------
C.L. Thaxton, Sr.
/S/ JACK W. ROBINSON* Director November 12, 1997
- ---------------------------------
Jack W. Robinson
/S/ PERRY L. MUNGO* Director November 12, 1997
- ---------------------------------
Perry L. Mungo
- ----------------------------
* By: /s/ Kenneth H. James
Attorney-in-fact
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II-4
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors
The Thaxton Group, Inc.
We consent to the use of our report dated March 14, 1997, related to the audit
of the consolidated balance sheets of The Thaxton Group, Inc. as of December 31,
1995 and 1996 and the related consolidated statements of income, stockholders'
equity and cash flows for the years then ended, included herein and to the
references to our firm under the headings "Experts" and "Selected Consolidated
Financial Data" in the Form S-4.
KPMG Peat Marwick LLP
Greenville, South Carolina
November 12, 1997
