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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CFI Mortgage Inc.
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(NAME OF ISSUER)
Common Stock, $0.01 par value
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(TITLE OF CLASS OF SECURITIES)
12526J108
(CUSIP NUMBER)
Kenneth S. Goodwin, Esq.
Coleman & Rhine LLP
1120 Avenue of the Americas
New York, New York 10036
212-840-3330
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 27, 1997
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(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 [ ].
NOTE: SIX COPIES OF THIS DOCUMENT, INCLUDING ALL EXHIBITS, SHOULD BE FILED
WITH THE COMMISSION. SEE RULE 13D-1(A) FOR OTHER PARTIES TO WHOM COPIES ARE
TO BE SENT.
*THE REMAINDER OF THIS COVER PAGE SHOULD BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
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).
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SCHEDULE 13D
CUSIP NO. 12526J108 PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher C. Castoro
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
Joint filing pursuant to Rule 13d-1(f)(1) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 600,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 600,000
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP NO. 12526J108 PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vincent J. Castoro
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
Joint filing pursuant to Rule 13d-1(f)(1) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 600,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 600,000
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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STATEMENT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.01 par value per share
(the "Common Stock") of CFI Mortgage Inc. (the "Company" or "CFI"), a Delaware
corporation with principal executive offices at 580 Village Boulevard, Suite
360, West Palm Beach, Florida 33409.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f)
This statement is being filed by the following persons (collectively,
the "Reporting Persons"): Christopher C. Castoro and Vincent J. Castoro.
Christopher C. Castoro is a citizen of the United States, with a
business address c/o the Company, 580 Village Boulevard, Suite 360, West Palm
Beach, Florida 33409. He is the Executive Vice President and a director of the
Company. Christopher C. Castoro beneficially owns 600,000 shares of Common
Stock, or 27% of the outstanding Common Stock of the Company. An additional
600,000 shares of Common Stock, or 27% of the outstanding Common Stock of the
Company, are owned by Christopher C. Castoro's brother, Vincent J. Castoro.
Christopher C. Castoro disclaims beneficial ownership of the shares of Common
Stock owned by his brother.
Vincent J. Castoro is a citizen of the United States, with a business
address c/o the Company, 580 Village Boulevard, Suite 360, West Palm Beach,
Florida 33409. He is the President and a director of the Company. Vincent J.
Castoro beneficially owns 600,000 shares of Common Stock, or 27% of the
outstanding Common Stock of the Company. An additional 600,000 shares of Common
Stock, or 27% of the outstanding Common Stock of the Company, are owned by
Vincent J. Castoro's brother, Christopher C. Castoro. Vincent J. Castoro
disclaims beneficial ownership of the shares of Common Stock owned by his
brother.
Criminal and Securities Proceedings
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During the last five years, no Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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 law or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with and in consideration of the formation of CFI
Mortgage Corporation ("CFI Mortgage") (which is currently a wholly-owned
subsidiary of the Company), CFI Mortgage issued, in equal shares, an aggregate
of 2,500 shares of common stock to Vincent J. Castoro, Christopher C. Castoro
and Robert Castoro, all of whom were founders of CFI Mortgage. Robert Castoro is
the brother of Vincent J. and Christopher C. Castoro. In June 1992 CFI Mortgage
issued 5,000 shares of common stock to Vincent C. Castoro, the father of the
Castoro brothers, in exchange for 40% of the capital stock of 430 Carroll
Street, Inc. ("Carroll Street"), a New York corporation whose principal asset is
a building in Brooklyn, New York. The basis for such 40% interest was $280,000.
The remaining 60% of the equity interest in Carroll Street is owned by Vincent
C. Castoro. In connection with the transfer to CFI Mortgage of the interest in
Carroll Street, Mr. Castoro's sons transferred to their father an aggregate of
250 shares of common stock, with the result that Vincent C. Castoro owned 5,250
shares of common stock of CFI Mortgage. Robert Castoro gave his remaining 750
shares to his father when he resigned from CFI Mortgage in 1993. Thereafter, on
March 1, 1993, Vincent C. Castoro gave 3,000 shares of CFI Mortgage common stock
to each of Vincent J. Castoro and Christopher C. Castoro. In March 1997 the
Company was incorporated in Delaware, and immediately prior to the Company's May
1997 initial public offering (the "Initial Public Offering") Vincent J. Castoro
and Christopher C. Castoro contributed their 7,500 shares of common stock of CFI
Mortgage to the Company in exchange for 1,200,000 shares of Common Stock of the
Company.
ITEM 4. PURPOSE OF THE TRANSACTION.
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Each of the Reporting Persons acquired his shares of Common Stock for
investment purposes. The Company filed a Registration Statement on Form SB-2
with the Securities and Exchange Commission which became effective in May 1997.
This Schedule 13D is being filed to report the holdings of all 5% or greater
stockholders of the Company. Except as set otherwise forth in this Item 4 and
elsewhere in this Schedule 13D, the Reporting Persons have no present plans or
proposals with respect to:
(i) Any extraordinary corporate transaction relating to the Company or
any of its subsidiaries;
(ii) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(iii) Any change in the present Board of Directors or management of the
Company;
(iv) Any material change in the present capitalization of the Company;
(v) Any other material change in Company's business or corporate
structure;
(vi) Any changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(vii) Causing a class of securities of the Company to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) 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 of 1934, as amended (the "Exchange Act"); or
(ix) any similar action to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) Reference is made to Items 7-13 on the cover sheets of this
Schedule 13D and to the response to Item 3 hereof.
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(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons have agreed with Strasbourger Pearson Tulcin
Wolff Incorporated (the "Underwriter"), the underwriter of the Company's Initial
Public Offering, not to publicly sell or otherwise dispose of any of their
shares of Common Stock (nor any shares which may be issued upon the exercise of
options or warrants granted to the Reporting Persons) for a period of two years
from the Initial Public Offering without the prior written consent of the
Underwriter, which consent cannot be unreasonably withheld. Reference is made to
the full text of such Restriction Letter, attached as an Exhibit hereto, for the
complete terms thereof.
ITEM 7. EXHIBITS.
The following documents are being filed herewith as Exhibits:
99.1. Joint Filing Agreement
99.2. Restriction Letter.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 27, 1997
By: /s/ VINCENT J. CASTORO
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Vincent J. Castoro
By: /s/ CHRISTOPHER C. CASTORO
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Christopher C. Castoro
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EXHIBIT INDEX
Exhibit No. Description
99.1 Joint Filing Agreement
99.2 Restriction Letter
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STATEMENT OF JOINT FILERS
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
Dated: May 27, 1997
By: /s/ VINCENT J. CASTORO
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Vincent J. Castoro
By: /s/ CHRISTOPHER C. CASTORO
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Christopher C. Castoro
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Strasbourger Pearson Tulcin Wolff
Incorporated
120 Wall Street
New York, New York 10005
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated May 27,
1997 (the "Underwriting Agreement"), between CFI Mortgage Corporation, a
Delaware corporation (the "Company"), and Strasbourger Pearson Tulcin Wolff
Incorporated (the "Underwriter"). Capitalized terms used herein and not
defined herein shall have the same meanings ascribed to them in the
Underwriting Agreement.
1. In consideration of the Underwriting Agreement, the undersigned
hereby agrees not to, without the prior written consent of the Underwriter and
except as set forth in Section 2, offer, sell or otherwise dispose of any
shares of the Company's Common Stock, $.01 par value (the "Common Stock"),
or any securities convertible into or exercisable or exchangeable for, or any
rights to purchase or acquire, Common Stock owned by the undersigned for a
period of twenty-four (24) months after the date of the Underwriting Agreement.
2. The restrictions set forth in Section 1 shall not apply to private
sales or transfers of Common Stock to purchasers or transferees who agree in
writing to be bound by the terms set forth herein.
Dated: May 27, 1997
Very truly yours,
/s/ VINCENT J. CASTORO
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Vincent J. Castoro
/s/ CHRISTOPHER C. CASTORO
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Christopher C. Castoro
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