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File No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-5
REGISTRATION STATEMENT OF SMALL BUSINESS INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940
SIRROM INVESTMENTS, INC.
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(Exact Name of Registrant as Specified in Charter)
500 CHURCH STREET
SUITE 200
NASHVILLE, TENNESSEE 37219
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(Address of Principal Executive Office)
CARL W. STRATTON
SIRROM CAPITAL CORPORATION
500 CHURCH STREET
SUITE 200
NASHVILLE, TENNESSEE 37219
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(Name and Address of Agent for Service)
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PART I
Item 1. Organization and Business
Sirrom Investments, Inc. ("Investments"), organized under the laws of
the State of Tennessee on July 29, 1996, is a wholly-owned subsidiary of Sirrom
Capital Corporation ("Sirrom"). Investments has obtained a license from the
Small Business Administration ("SBA") to operate as a small business investment
company ("SBIC") under the Small Business Investment Act of 1958. On August 16,
1996, Sirrom transferred a majority of its investment portfolio assets to
Investments, and Investments assumed all of Sirrom's outstanding indebtedness to
the SBA and to a syndicate of banks under a revolving credit agreement.
Investments will succeed to the SBIC business previously conducted by Sirrom,
which will in turn continue to make loans to small businesses outside of the SBA
program. Further information regarding the business of Investments is
incorporated by reference from the disclosure about Sirrom's business as
previously conducted set forth in Sirrom's registration statement under the
Securities Act of 1933, as amended on Form N-2 (File No. 333- 4023), which
became effective on June 13, 1996 (the "Sirrom Registration Statement").
Item 2-5 Fundamental Policies of the Registrant; Policies with Respect
to Security Investments; Ownership of Voting and Convertible
Securities of Other Issuers; Special Tax Provisions Applicable
to Registrant
Investments has adopted each of the fundamental policies and other
investments policies of Sirrom, which are set forth in the Sirrom Registration
Statement and are incorporated herein by reference. Investments has acquired
Sirrom's investment portfolio, and the information required by Item 4 with
respect thereto is incorporated by reference from the Sirrom Registration
Statement. Investments will be a regulated investment company ("RIC") under
Subchapter M of the Internal Revenue Code (the "Code"). The discussion of tax
consequences of such status contained in the Sirrom Registration Statement is
incorporated herein by reference.
Item 6. Pending Legal Proceedings
Not Applicable.
Item 7. Summary of Earnings
Investments has commenced operations as of the date hereof upon the
acquisition of the Sirrom assets and assumption of Sirrom liabilities described
above, and it has not previously had earnings or assets. Financial information
concerning Sirrom is contained in the Sirrom Registration Statement and the
Quarterly Report on Form 10-Q for the period ended June 30, 1996 for Sirrom as
filed with the Commission on August 14, 1996.
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Item 8. Persons in Control Relationship with Registrant
Sirrom Capital Corporation owns 100 percent of the voting securities
of Investments. Both entities are organized under the laws of the State of
Tennessee.
Item 9. Persons Owning Equity Securities of Registrant
<TABLE>
<CAPTION>
TYPE OF PERCENTAGE OF
NAME TITLE OF CLASS OWNERSHIP AMOUNT OWNED CLASS
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sirrom Capital Common Of record and 1,000 100%
Corporation beneficially
</TABLE>
None of the officers and directors of the Registrant own any
securities of the Registrant.
Item 10. Number of Holders of Equity Securities
<TABLE>
<CAPTION>
Title of Class Number of Holders
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<S> <C>
Voting Stock 1
</TABLE>
Item 11. Directors and Executive Officers
As a close corporation, Investments is governed by its sole
shareholder, Sirrom. The officers and directors of Investments are the same as
the officers and directors of Sirrom. Information relating to the officers and
directors of Investments is incorporated by reference to the Sirrom Registration
Statement.
Item 12. Members of Advisory Board of Registrant
Not Applicable.
Items 13-18. Remuneration of Directors, Officers and Members of Advisory
Board; Indemnification of Directors and Officers; Custodians
of Portfolio Securities; Investment Advisers; Business and
Other Connections of Investment Advisers and Their
Managements; and Interest of Affiliated Persons in Certain
Transactions
Information regarding these matters is incorporated by reference to
the Sirrom Registration Statement.
<PAGE> 4
Item 19. Capital Stock
Investments is authorized to issue 50,000,000 shares of Common Stock.
Of the shares of Common Stock authorized for issuance, 1,000 shares are
outstanding.
The holders of Common Stock are entitled to one vote per share on
all matters to be voted on by shareholders and are not entitled to cumulative
voting in the election of directors then standing for election by the holders of
Common Stock. The holder of Common Stock are entitled to share ratably in such
dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion out of funds legally available therefor. The
holders of Common Stock are entitled to share ratably in any assets remaining
after satisfaction of all prior claims upon liquidation of Investments.
Investments's Charter gives holders of Common Stock no preemptive or other
subscription or conversion rights, and there are no redemption provisions with
respect to such shares. All outstanding shares of Common Stock are, and the
shares offered hereby will be, when issued and paid for, fully paid and
nonassessable.
Item 20. Long-Term Debt
During the first quarter of 1996, Sirrom borrowed an additional
$10.0 million from the SBA, bringing total Sirrom SBA borrowings to $83.3
million at June 30, 1996. All of such SBA borrowings were assumed by
Investments on August 16, 1996. Each borrowing from the SBA has a term of ten
years and can be prepaid without penalty after five years. The interest rate
on these borrowings was 7.02% as of June 30, 1996, and none of these borrowings
mature prior to 2002. Based on Investments's leverageable capital (as defined
by the SBA), it is eligible to borrow up to a total of $90.0 million from the
SBA, the maximum amount of SBA loans available to an SBIC. These borrowings
are secured by all of the assets of Investments.
As of June 30, 1996, Sirrom had $35.9 million outstanding under its
$50.0 million revolving credit facility with First Union National Bank of
Tennessee and a syndicate of other banks (the "Revolving Credit Facility").
This indebtedness was assumed by Investments on August 16, 1996 and is secured
by all of Investments's assets. The interest rate on these borrowings was 6.55%
at June 30, 1996. The Revolving Credit Facility matures on December 27, 1998.
The Revolving Credit Facility requires that Investments obtain the lenders'
consent prior to, among other things, encumbering its assets, merging or
consolidating with another entity and making investments other than those
permitted by the SBA. In addition, the Revolving Credit Facility provides that
the repayment of any amounts outstanding can be accelerated if either George M.
Miller, II or David M. Resha ceases to be employed by Investments. The
Revolving Credit Facility is also guaranteed by Sirrom.
In order to manage the interest rate risk associated with the variable
interest rate provided for under the Revolving Credit Facility, Investments
entered into an interest rate swap agreement that effectively converts the
variable rate on a portion of the Revolving Credit Facility to a fixed rate in
$3.0 million increments per month.
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Item 23. Other Securities
Not applicable.
Item 22. Financial Statements
Investments has commenced operations as of the date hereof upon the
acquisition of the Sirrom assets and assumption of Sirrom liabilities described
above, and it has not previously had earnings or assets. Financial information
concerning Sirrom is contained in the Sirrom Registration Statement and the
Quarterly Report on Form 10-Q for the period ended June 30, 1996 for Sirrom as
filed with the Commission on August 14, 1996.
<PAGE> 6
PART III
Item 35. Financial Statements and Exhibits
(a) Financial Statements
Incorporated by reference to the Quarterly Report on Form 10-Q of
Sirrom Capital Corporation for the Quarter ended June 30, 1996 filed with the
Commission on August 14, 1996.
(b) Exhibits
(1) Charter*
(2) By-Laws*
(3) Specimen Security*
(4) Custodian Agreement*
(5) Indemnification Contracts*
(6) Small Business Administration License*
(7) 7.1 Fourth Amended and Restated Loan Agreement
dated as of August 16, 1996, by and among
Investments, as Borrower, the Lenders
referred to herein, and First Union National
Bank of Tennessee, as Agent*
7.2 Fourth Amended and Restated Revolving Credit
Note dated August 16, 1996, in the principal
amount of $35,000,000, made by Investments in
favor of First Union National Bank of
Tennessee*
7.3 Revolving Credit Note dated August 16, 1996,
in the principal amount of $10,000,000, made
by Investments in favor of Amsouth Bank of
Tennessee*
7.4 Revolving Credit Note dated August 16, 1996,
in the principal amount of $7,500,000, made
by Investments in favor of First American
National Bank*
7.5 Swingline Note dated August 16, 1996, in the
principal amount of $5,000,000, made by
Investments in favor of First Union National
Bank of Tennessee*
7.6 Third Amended and Restated Security
Agreement dated August 16, 1996, by and
between Investments and First Union National
Bank of Tennessee*
7.7 Amended and Restated Pledge Agreement dated
August 16, 1996, made by Investments in favor
of First Union National Bank of Tennessee*
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7.8 ISDA Master Agreement dated as of September
13, 1995, by and between Investments and
First Union National Bank (incorporated by
reference to Investments's Quarterly Report
on Form 10-Q for the period ending
September 30, 1995 filed with the Commission
on November 15, 1995)
(8) Financial Data Schedule (for SEC use only).*
*To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Nashville, Tennessee,
on this 16th day of August, 1996.
SIRROM INVESTMENTS, INC.
(Registrant)
By: /s/ George M. Miller, II
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George M. Miller, II
Principal Executive Officer
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
1 Charter*
2 By-Laws*
3 Specimen form of Security *
4 Custodian Agreement*
5 Indemnification Contracts*
6 Small Business Administration License*
7.1 Fourth Amended and Restated Loan Agreement dated as of
August 16, 1996, by and among Investments, as Borrower, the
Lenders referred to herein, and First Union National Bank of
Tennessee, as Agent*
7.2 Fourth Amended and Restated Revolving Credit Note dated
August 16, 1996, in the principal amount of $35,000,000, made by
Investments in favor of First Union National Bank of Tennessee*
7.3 Revolving Credit Note dated August 16, 1996, in the principal
amount of $10,000,000, made by Investments in favor of Amsouth
Bank of Tennessee*
7.4 Revolving Credit Note dated August 16, 1996, in the principal
amount of $7,500,000, made by Investments in favor of First
American National Bank*
7.5 Swingline Note dated August 16, 1996, in the principal amount
of $5,000,000, made by Investments in favor of First Union
National Bank of Tennessee*
7.6 Third Amended and Restated Security Agreement dated August 16,
1996, by and between Investments and First Union National Bank
of Tennessee*
7.7 Amended and Restated Pledge Agreement dated August 16, 1996,
made by Investments in favor of First Union National Bank of
Tennessee*
7.8 ISDA Master Agreement dated as of September 13, 1995, by and
between Investments and First Union National Bank
8 Financial Data Schedule (for SEC use only).*
</TABLE>
*To be filed by amendment.
