<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MEGO MORTGAGE CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
585165 10 3
- --------------------------------------------------------------------------------
(CUSIP number)
EUGENE I. SCHUSTER
GROWTH REALTY, INC.
321 FISHER BUILDING
3011 W. GRAND BOULEVARD, SUITE 321
DETROIT, MICHIGAN 48202
(313) 871-3606
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
SEPTEMBER 2, 1997
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box.
(Page 1 of 7 Pages)
<PAGE> 2
<TABLE>
<S> <C> <C>
- ----------------------------------- ------------------------------
CUSIP NO. 585165 10 3 SCHEDULE 13D PAGE 2 OF 7 PAGES
- ----------------------------------- ------------------------------
- -----------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GROWTH REALTY, INC.
- ------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
- ------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (SPIN-OFF)
- ------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
- ------------------------------------------------------------------------------------------------------------------------------
7 CITIZENSHIP OR PLACE OF ORGANIZATION
MICHIGAN
- ------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES 8 SOLE VOTING POWER 801,409 SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
------------------------------------------------------------------------------------------
9 SHARED VOTING POWER 119,000 SHARES
------------------------------------------------------------------------------------------
10 SOLE DISPOSITIVE POWER 801,409 SHARES
------------------------------------------------------------------------------------------
11 SHARED DISPOSITIVE POWER 119,000 SHARES
- ------------------------------------------------------------------------------------------------------------------------------
12 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,409
- ------------------------------------------------------------------------------------------------------------------------------
13 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------------------------------------------------------
14 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- ------------------------------------------------------------------------------------------------------------------------------
15 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
MEGO MORTGAGE CORPORATION
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, $.01 par value per share
("Common Stock"), of Mego Mortgage Corporation, a Delaware corporation (the
"Company").
The Company's principal executive offices are located at 1000 Parkwood
Circle, Suite 500, Atlanta, Georgia 30339, and its telephone number is (770)
952-6700.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Growth Realty, Inc., a private
Michigan corporation (the "Reporting Person"). The business address of the
Reporting Person is 321 Fisher Building, 3011 W. Grand Boulevard, Suite 321,
Detroit, Michigan 89109. The Reporting Person engages in investment activities.
The Reporting Person is the wholly owned subsidiary of Venture Funding, Ltd., a
private corporation engaged in the venture capital business ("Venture").
Venture's business address is 321 Fisher Building, 3011 W. Grand Boulevard,
Suite 321, Detroit, Michigan 89109. Eugene I. Schuster is the Chief Executive
Officer and a majority stockholder of Venture.
The executive officers and directors of the Reporting Person and their
respective positions are as follows:
Name Position
Eugene I. Schuster President and Director
Monis Schuster Vice President, Secretary and Director
The address for each of the officers and directors set forth above is
c/o Growth Realty, Inc., 321 Fisher Building, 3011 W. Grand Boulevard, Suite
321, Detroit, Michigan 48202.
None of Reporting Person, Venture or any of the above named officers
and directors of the Reporting Person has, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
3
<PAGE> 4
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person is a stockholder of Mego Financial Corp. ("Mego
Financial"). On September 2, 1997, Mego Financial distributed all of its 10.0
million shares of the Company's Common Stock, representing 81.3% of the
outstanding Common Stock, to the stockholders of Mego Financial in a tax-free
spin-off (the "Distribution").
As a result of the Distribution, the Reporting Person received an
aggregate of 801,409 shares of Common Stock (the "Direct Shares"), representing
its proportionate ownership of the Common Stock of the Company held by Mego
Financial. Additionally, Growth Realty Holdings, L.L.C., a Michigan limited
liability corporation ("GRH") and stockholder of Mego Financial, received an
aggregate of 119,000 shares of Common Stock (the "Indirect Shares," and together
with the Direct Shares, the "Shares") in connection with the Distribution. GRH
is owned by the Reporting Person, Eugene I. Schuster and Mr. Schuster's three
children. The Reporting Person and GRH paid no consideration for the Shares
received in the Distribution. As of the date hereof, the Reporting Person may be
deemed to be the beneficial owner of an aggregate of 920,409 Shares of Common
Stock.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person does not have any present plans or proposals which
relate to or would result in:
(a) the acquisition or disposition by the Reporting Person of
additional securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or terms
of directors;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any material change in the Company's present business or
corporate structure;
4
<PAGE> 5
(g) changes in the Company's present charter, bylaws or
similar instruments;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or inter-dealer quotation system;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(j) any action similar to those enumerated above.
All of the Shares of Common Stock herein reported are held for
investment purposes. Notwithstanding the foregoing, depending upon a variety of
factors the Reporting Person may deem significant to its investment decisions,
the Reporting Person may in the future purchase additional shares of Common
Stock in open market or private transactions or may dispose or direct the
disposition of all or some of the Shares of Common Stock it now owns, directly
or indirectly, or may hereafter acquire.
5
<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person may be deemed to be the beneficial owner of an
aggregate of 920,409 Shares of Common Stock, which shares represent
approximately 7.5% of the issued and outstanding Common Stock as of the date
hereof (based on 12,300,000 shares of Common Stock issued and outstanding). The
Reporting Person has the sole power to vote or direct the vote and to dispose or
direct the disposition of all of the Direct Shares and the shared power to vote
or direct the vote and dispose or direct the disposition of the Indirect Shares.
The Reporting Person shares the power to vote and dispose of the Indirect Shares
with GRH, Eugene I. Schuster and Mr. Schuster's three children.
The business address of GRH is 321 Fisher Building, 3011 W. Grand
Boulevard, Detroit, Michigan 48202. GRH engages in investment activities. GRH
has not, during the last five years, been convicted in a criminal proceeding or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Except as otherwise described in this statement, the Reporting Person
has had no transactions in the Common Stock during the past 60 days.
No person other than the Reporting Person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Direct Shares beneficially owned by the Reporting Person. GRH has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Indirect Shares of Common Stock.
6
<PAGE> 7
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As stated above, the Reporting Person is the wholly owned subsidiary of
Venture, of which Mr. Eugene I. Schuster is principal stockholder, Chief
Executive Officer and a director. In addition, GRI, along with Mr. Schuster and
Mr. Shuster's three children own GRH. Other than the foregoing relationships,
none of the Reporting Person, Venture, GRH, Mr. Shuster or any other persons
named in Item 2 above is a party to any contract, arrangement, understanding or
relationship with any person with respect to any securities of the Company,
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guaranties
of profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
7
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GROWTH REALTY, INC.
By: /s/ Eugene I. Schuster
---------------------------
Name: Eugene I. Schuster
Title: President
September 11, 1997
------------------------------
Date
8
