UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mego Mortgage Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
585165103
(CUSIP Number)
Neal J. Wilson, Esq.,1775 Eye Street, N.W. Washington, D.C. 20006
(202) 261-3346
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 31, 1998
(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(e), 13d-1(f) or 13d-1(g), check the following
box / /.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
<PAGE>
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1 NAME OF REPORTING PERSON: Emanuel J. Freidman
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
PF
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 6,666,667*
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------------
8 SHARED VOTING POWER
5,359,116 (1)
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9 SOLE DISPOSITIVE POWER
6,666,667*
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,359,116 (1)
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Page 2 of 6 Pages
<PAGE>
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,025,783
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.34%
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14
TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* The number of shares on the Schedule 13D filed on July 22, 1998 was
inadvertently reported as 6,766,667.
(1) Representing common shares which may be deemed to be beneficially owned by
Mr. Friedman by virtue of his position as Chairman and Chief Executive Officer
of Friedman Billings Ramsey Group, Inc. Mr. Friedman disclaims beneficial
ownership of such shares.
Page 3 of 6 Pages
<PAGE>
ITEM 1. Security and Issuer.
This Statement relates to the common stock of Mego Mortgage Corp., having
its principal executive office at 1000 Parkwood Circle, Suite 500, Atlanta, GA
30339.
ITEM 2. Identity and Background.
This statement is being filed by Emanuel J. Friedman:
(a) Emanuel J. Friedman;
(b) 1001 19th Street North, Arlington, VA 22209-1710;
(c) Present principal occupation: Chairman and Chief Executive Officer,
Friedman Billings Ramsey Group, Inc.
(d)-(e) During the last five years, Mr. Friedman has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), 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.
(f) Emanuel J. Friedman is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On June 9, 1998, Mr. Friedman executed a common stock Purchase Agreement
with Mego Mortgage Corp. (Mego), which provided for the purchase of
6,666,667 shares of common stock at a purchase price of $1.50 per share.
The purchase of the common stock was consummated on June 29, 1998. Mr.
Friedman used personal funds to pay the $10,000,000 in consideration paid
to Mego pursuant to the Purchase Agreement. The Schedule 13D filed on
July 22, 1998 inadvertently reported that Mr. Friedman beneficially owned
100,000 shares of common stock prior to the acquisition on June 29, 1998.
The common stock shares purchased by Mr. Friedman on June 29, 1998 have
full voting rights. The common stock shares, however, have not been
registered under the Securities Act of 1933, or any state securities laws
and, unless so registered, may only be offered or sold pursuant to an
exemption from, or a transaction not subject to, the registration
requirements of the Securities Act of 1933 and applicable state securities
laws. Pursuant to a Registration Rights Agreement dated June 29, 1998,
Mego agreed to file on or before September 16, 1998, a registration
statement covering Mr. Friedman's common stock shares and use all
reasonable efforts to cause such registration statement to be declared
effective on or before the 180th day after the date of issuance.
Page 4 of 6 Pages
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Item 5. Interest in Securities of the Issuer.
(a)-(b) As of June 29, 1998:
(i) Mr. Friedman: directly beneficially owns 6,666,667 shares of
common stock (21.81%); the number of shares on the Schedule 13D
filed on July 22, 1998 was inadvertently reported as 6,766,667;
(ii) Mr. Friedman may be deemed to indirectly beneficially own
5,359,116 shares of common stock by virtue of his "control" position
as Chairman and Chief Executive Officer of Friedman Billings Ramsey
Group, Inc. ("FBRG") (17.53%); 4,452,307 of those shares are
beneficially owned by Friedman Billings Ramsey & Co., Inc., a wholly
owned subsidiary of FBRG and a registered broker-dealer; 824,187 of
those shares are beneficially owned by FBR Ashton, a Maryland
limited partnership; 82,622 of those shares are beneficially owned
by FBR Opportunity Fund, Ltd., a Bermuda chartered corporation. FBR
Ashton and FBR Opportunity Fund are investment entities. Friedman
Billings Ramsey Investment Management, Inc., a wholly owned
subsidiary of FBRG and a registered investment adviser, is the
discretionary manager of FBR Ashton. FBR Offshore Management, Inc.,
a wholly owned subsidiary of FBRG and a registered investment
adviser, is the discretionary manager of the FBR Opportunity Fund.
(c) Except for the purchase of 6,666,667 shares of common stock on June
29, 1998, Mr. Friedman has not engaged in any transactions in the
last sixty days.
(d) None.
(e) Not applicable.
Page 5 of 6 Pages
<PAGE>
In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, Mr.
Friedman expressly disclaims the beneficial ownership of the securities
covered by this statement and the filing of this report shall not be
construed as an admission by Mr. Friedman that he is the beneficial owner
of such securities.
Signature
After reasonable inquiry and to the best knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: August 10, 1998
---------------------------------
Emanuel J. Friedman
Page 6 of 6 Pages
