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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10/A
(POST-EFFECTIVE AMENDMENT NO. 2)
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
The WMF Group, Ltd.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 54-1647759
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1593 Spring Hill Road, Suite 400, Vienna, Virginia 22182
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (703) 610-1400
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Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT/PROSPECTUS
AND ITEMS OF FORM 10
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ITEM NO. CAPTION LOCATION IN INFORMATION STATEMENT/PROSPECTUS
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1. Business Summary; Risk Factors; The Distribution of Company Common Stock; Management's
Discussion and Analysis of Financial Condition and Results of Operation;
Industry Overview; Business
2. Financial Information Selected Financial Data; Management's Discussion and Analysis of
Financial Condition and Results of Operation
3. Properties Business
4. Security Ownership of Certain Principal Stockholders of the Company; Risk Factors
Beneficial Owners and Management
5. Directors and Executive Officers Management of the Company; Description of the Company Capital
Stock
6. Executive Compensation Management of the Company; Principal Stockholders of the Company
7. Certain Relationships and Related Summary; Related Party Transactions; The Distribution of Company Common Stock;
Transactions Arrangements between NHP and the Company after the Share
Distribution; Risk Factors
8. Legal Proceedings Business
9. Market Price of and Dividends on the Summary; Risk Factors; The Distribution of Company Common Stock; Management of
Registrant's Common Equity and the Company; Principal Stockholders of the Company; Description of
Related Stockholder Matters Company Capital Stock
10. Recent Sales of Unregistered Not applicable
Securities
11. Description of Registrant's Description of Company Capital Stock; The Distribution of Company Common Stock;
Securities to be Registered Arrangements between NHP and the Company after the Share
Distribution
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ITEM NO. CAPTION LOCATION IN INFORMATION STATEMENT/PROSPECTUS
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12. Indemnification of Directors and Description of Company Capital Stock
Officers
13. Financial Statements and Summary; Summary Financial Information; Capitalization; Selected
Supplementary Data Financial Data; Management's Discussion and Analysis of
Financial Condition and Results of Operation; Financial Statements
14. Changes in and Disagreements with Independent Public Accountants
Accountants on Accounting and
Financial Disclosure
15. Financial Statements and Exhibits Financial Statements; Index to Exhibits
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
registration statement on Form 10 to be signed on its behalf by the
undersigned, thereunto duly authorized.
The WMF Group, Ltd.
By: /s/ MICHAEL D. KETCHAM
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Name: Michael D. Ketcham
Title: Senior Vice President
and Treasurer
November 19, 1997
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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2.1 -- Rights Agreement dated as of April 21, 1997 by and between NHP
Incorporated, NHP Financial Services, Ltd. and The First National Bank of
Boston (1).
3.1* -- Restated Certificate of Incorporation of The WMF Group, Ltd.
3.2* -- By-laws of The WMF Group, Ltd.
3.3 -- Amendment to the Company's Restated Certificate of Incorporation(2).
4.1 -- Form of certificate representing shares of Common Stock of The WMF Group,
Ltd. (2).
10.1* -- Mortgage Selling and Servicing Contract between Fannie Mae and the
Company, dated December 21, 1990.
10.2* -- Delegated Underwriting and Servicing Addendum to Mortgage Selling and
Servicing Contract between Fannie Mae and the Company, dated as of March
1, 1994.
10.3* -- Delegated Underwriting and Servicing Master Loss Sharing Agreement
between Fannie Mae and the Company, dated as of March 1, 1994.
10.4* -- Delegated Underwriting and Servicing Reserve Agreement among Fannie Mae,
State Street Bank and Trust Company and the Company, dated as of June 4,
1996.
10.5* -- Credit and Security Agreement between the Company, WMF/Huntoon and
Residential Funding Corporation, dated as of June 14, 1996.
10.6* -- First Amendment to Credit and Security Agreement between the Company,
WMF/Huntoon, Page Associates Limited and Residential Funding Corporation,
dated as of August 8, 1996.
10.7* -- Second Amendment to Credit and Security Agreement between the Company,
WMF/Huntoon, Page Associates Limited and Residential Funding Corporation,
dated as of December 20, 1996.
10.8* -- Third Amendment to Credit and Security Agreement between the Company,
WMF/Huntoon, Page Associates Limited and Residential Funding Corporation,
dated as of May 12, 1997.
10.9* -- Warehouse Promissory Note between the Company, WMF/Huntoon, Page
Associates Limited and Residential Funding Corporation, dated June 14,
1996.
10.10* -- Term Loan Promissory Note between the Company, WMF/Huntoon, Page
Associates Limited and Residential Funding Corporation, dated June 14,
1996.
10.11* -- Servicing Facility Promissory Note between the Company, WMF/Huntoon, Page
Associates Limited and Residential Funding Corporation, dated June 14,
1996.
10.12* -- Waiver of Section 2.1(b)(5) of the Warehousing Credit and Security
Agreement by Residential Funding Corporation, dated February 27, 1997.
10.13* -- Letter Agreement dated October 25, 1996 between Washington Mortgage
Financing Group and Michael D. Ketcham.
10.14 -- Key Employee Incentive Plan(2).
10.15 -- Key Employee Incentive Award Agreement(2).
10.16 -- Key Employee Referral Compensation Plan(2).
10.17 -- Employee Stock Purchase Plan(2).
11* -- Statement re computation of per share earnings.
16* -- Letter re change in certifying accountant.
21* -- Subsidiaries of the registrant.
27* -- Financial data schedule.
99.1 Information Statement/Prospectus of the WMF Group, Ltd. dated as of
November 3, 1997(3).
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(1) Incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K of
NHP Incorporated filed April 24, 1997.
(2) Incorporated by reference to amendment no. 1 on Form S-1 to the
registration statement on Form S-3 filed on October 30, 1997, as amended.
(3) Incorporated by reference to amendment no. 3 on Form S-1 to the
registration statement on Form S-3 filed November 4, 1997, as amended,
and the final Information Statement/Prospectus filed pursuant to Rule
424(b) on November 5, 1997.
* Previously filed.
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