SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
THE WMF GROUP, LTD.
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(Name of Issuer)
Common Stock, $.01 par value
-----------------------------------
(Title of Class of Securities)
929289106
---------------------
(CUSIP Number)
James M. Better Jeffrey J. Rosen, Esq.
Capricorn Investors II, L.P. O'Melveny & Myers LLP
c/o Capricorn Holdings, LLC The Citicorp Center
30 East Elm Street 153 East 53rd Street, 54th Floor
Greenwich, Connecticut 06830 New York, New York 10022-4611
(203) 861-6600 (212) 326-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 11, 1999
---------------------
(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. |_|
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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* The remainder of this cover page shall 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).
CUSIP Number 929289106
---------
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Holdings, Inc. (formerly known as Winokur Holdings, Inc.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 163,533
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
163,533
----------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,533
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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)
2.6%*
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14 TYPE OF REPORTING PERSON
CO
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- ----------------
* See Explanatory Note, below.
Page 2 of 8 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Investors II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,701,012
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
1,701,012
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,701,012
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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)
27.2%*
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14 TYPE OF REPORTING PERSON
PN
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- ----------------
* See Explanatory Note, below.
Page 3 of 8 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Holdings, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,701,012
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
1,701,012
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,701,012
- --------------------------------------------------------------------------------
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)
27.2%*
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14 TYPE OF REPORTING PERSON
00
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- ----------------
* See Explanatory Note, below.
Page 4 of 8 Pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbert S. Winokur, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,869,545
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
1,869,545
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,869,545
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%*
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14 TYPE OF REPORTING PERSON
IN
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* See Explanatory Note, below.
Page 5 of 8 Pages
<PAGE>
This Amendment No. 6 to Schedule 13D (as amended from time to
time, the "SCHEDULE 13D") filed on November 25, 1997, by Capricorn Investors,
L.P. ("CAPRICORN I"), Capricorn Holdings, G.P. ("CAPRICORN HOLDINGS, G.P."),
Winokur Holdings, Inc. ("WINOKUR HOLDINGS"), Herbert S. Winokur, Jr.
("WINOKUR"), Capricorn Investors II, L.P. ("CAPRICORN II") and Capricorn
Holdings, LLC ("CAPRICORN HOLDINGS, LLC"), is hereby filed by Capricorn
Holdings, Inc. (formerly known as Winokur Holdings, Inc.), Capricorn II,
Capricorn Holdings, LLC, and Winokur, with respect to the Common Stock, par
value $.01 per share ("COMMON STOCK"), of The WMF Group, Ltd. (the "COMPANY"),
and amends Items 3, 4, and 5 of the Schedule 13D. Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the same meaning as
set forth in the Schedule 13D.
EXPLANATORY NOTE
This Amendment No. 6 assumes that the number of shares of
Common Stock outstanding as of December 22, 1998 was 6,253,991 shares, comprised
of (i) 5,299,383 shares of Common Stock outstanding on December 22, 1998,
according to the Company's 10-Q/A filed on December 22, 1998, (ii) 727,194
shares of Common Stock issued on January 14, 1999 to Capricorn II upon the
conversion of all shares of Class A Preferred Stock held by Capricorn II
("CONVERSION SHARES"), (iii) 132,806 Stand-By Shares purchased by Capricorn II
pursuant to the Stand-By Purchase Agreement, (iv) 5,000 shares of Common Stock
issuable upon exercise of the 1997 Option, (v) 84,608 shares of Common Stock to
be issued by the Company pursuant to Capricorn Holdings, Inc.'s exercise of
84,608 Rights to purchase Common Stock issued to Capricorn Holdings, Inc. in the
Rights Offering ("SUBSCRIPTION SHARES"), and (vi) 5,000 Trust Shares (defined
below). In calculating the number of shares of Common Stock outstanding, this
Amendment No. 6 does not include (i) 2,757,633 and 151,145 shares of Common
Stock acquired by Demeter and Phemus, respectively, upon conversion of their
shares of Class A Preferred Stock and (ii) 503,619 and 27,603 Stand-By Shares
purchased by Demeter and Phemus, respectively, pursuant to the Stand-By Purchase
Agreement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information previously furnished in response to this item
is amended by adding thereto the following:
On March 11, 1999, Capricorn II received notice from the
Company of the number of Stand-By Shares to be purchased by each of the
Investors pursuant to the Stand-By Purchase Agreement. In accordance with the
terms of the Stand-By Purchase Agreement, the Investors purchased from the
Company on March 19, 1999, an aggregate of 664,028 Stand-By Shares at a purchase
price of $5.00 per share. Capricorn II, Demeter and Phemus purchased 132,806,
503,619 and 27,603 Stand-By Shares, respectively, for an aggregate purchase
price of $3,320,140.00.
On March 3, 1999, Capricorn Holdings, Inc. exercised all of
its Rights to purchase 84,608 Subscription Shares, at a price of $5.00 per
share, by delivery of a subscription certificate and a check for $423,040.00 to
Boston Equiserve, L.P., the subscription agent. No other consideration was paid
by Capricorn Holdings, Inc. in connection with its exercise of Rights and
acquisition of the Subscription Shares in the Rights Offering.
Page 6 of 8 Pages
<PAGE>
On March 10, 1999, 4,000 shares of Common Stock were purchased
by two revocable trusts (the "Trust") at a price of $5.125 per share, for an
aggregate purchase price of $20,500.00. Mr. Winokur may be deemed to be a
beneficial owner of the shares of Common Stock held by such Trusts. An
additional 1,000 shares of Common Stock were purchased by such trusts on March
12, 1999 at a price of $5.50 per share, for an aggregate purchase price of
$5,500.00. The shares purchased on March 12, 1999, together with the shares
purchased on March 10, 1999, are hereinafter collectively referred to as the
"TRUST SHARES". In each case, the Trust Shares were purchased in transactions
effected through the NASDAQ national market using trust funds.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item
is amended by adding thereto the following:
On March 19, 1999, the Investors purchased from the Company an
aggregate of 664,028 Stand-By Shares at a purchase price of $5.00 per share. In
accordance with the terms of the Stock Purchase Agreement, the Company used
proceeds of the Rights Offering to pay all remaining amounts outstanding with
respect to the CMIT Notes issued by the Company to CMIT on September 4, 1998,
and CMIT used proceeds of such repayment to redeem all of the outstanding shares
of CMIT Series C Preferred held by Harvard and Capricorn II.
As described in Item 3 above, on March 3, 1999, Capricorn
Holdings, Inc. exercised all of its Rights to purchase 84,608 Subscription
Shares. In accordance with the terms of the Stock Purchase Agreement, Capricorn
II, Phemus and Demeter agreed, among other things, not to exercise or transfer
in any manner any of the Rights received by them in the Rights Offering.
Capricorn II did not receive any subscription certificates evidencing Rights
issuable to Capricorn II in respect of its ownership of shares of Common Stock,
and Capricorn II did not exercise any Rights. In accordance with the terms of
the Rights Offering, such Rights expired at 5:00 PM, E.S.T., on March 8, 1999.
As described in Item 3 above, an aggregate of 5,000 Trust
Shares were purchased on March 10 and March 12, 1999 in transactions effected
through the NASDAQ national market. The Trust Shares were purchased for
investment purposes.
The acquisition of Subscription Shares by Capricorn Holdings,
Inc., and the acquisition of the Stand-By Shares by Capricorn II described
herein were effected in accordance with the stated intention of Capricorn
Holdings, Inc., Capricorn II, Capricorn Holdings, LLC and Winokur to acquire a
significant equity position in the Company and to influence the management,
policies and activities of the Company, as previously described in Item 4 of the
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item
is amended by adding thereto the following:
As of the date of this Amendment No. 6 to Schedule 13D, and
based upon (i) 5,299,383 shares of Common Stock outstanding as of December 22,
1998, as reported by the Company in its 10-Q/A filed on December 22, 1998, (ii)
727,194 Conversion Shares issued upon
Page 7 of 8 Pages
<PAGE>
the conversion of all shares of Class A Preferred Stock held by Capricorn II,
(iii) 132,806 Stand-By Shares purchased by Capricorn II pursuant to the Stand-By
Purchase Agreement, (iv) the issuance of all 5,000 shares of Common Stock
pursuant to the 1997 Option, (v) the issuance of 84,608 Subscription Shares to
Capricorn Holdings, Inc. upon its exercise of the Rights received by it pursuant
to the Rights Offering, and (vi) 5,000 Trust Shares, (a) Capricorn Holdings,
Inc. is the direct beneficial owner of 163,533 shares of Common Stock, and
Winokur is the indirect beneficial owner of the shares of Common Stock held by
Capricorn Holdings, Inc.; Capricorn II is the direct beneficial owner of
1,701,012 shares of Common Stock, and Capricorn Holdings, LLC and Winokur are
the indirect beneficial owners of the shares of Common Stock held by Capricorn
II; and Winokur is the indirect beneficial owner of the 1,869,545 shares of
Common Stock held through Capricorn Holdings, Inc., Capricorn II and the Trusts;
and (b) Capricorn Holdings, Inc. is the direct beneficial owner of shares equal
to approximately 2.6% of the number of shares of Common Stock that were then
outstanding; Capricorn II is the direct beneficial owner of shares equal to
approximately 27.2% of the number of shares of Common Stock that were then
outstanding; Capricorn Holdings, LLC is the indirect beneficial owner of shares
equal to approximately 27.2% of the number of shares of Common Stock that were
then outstanding; and Winokur is the indirect beneficial owner of shares equal
to approximately 29.9% of the number of shares of Common Stock that were then
outstanding.
As of the date of this Amendment No. 6 to Schedule 13D,
Capricorn Holdings, Inc. and Winokur may be deemed to share the power to vote or
to direct the vote of, and to share the power to dispose or to direct the
disposition of, 163,533 shares of Common Stock held directly by Capricorn
Holdings, Inc., (b) Capricorn II, Capricorn Holdings, LLC and Winokur may be
deemed to share the power to vote or to direct the vote of, and to share the
power to dispose or to direct the disposition of, 1,701,012 shares of Common
Stock held directly by Capricorn II, and (c) Winokur may be deemed to share the
power to vote or to direct the vote of, and to share the power to dispose or to
direct the disposition of, 1,869,545 shares of Common Stock held through
Capricorn Holdings, Inc., Capricorn II and the Trusts.
In calculating the number of shares of Common Stock
outstanding, this Amendment No. 6 does not include (i) 2,757,633 and 151,145
shares of Common Stock acquired by Demeter and Phemus, respectively, upon
conversion of their shares of Class A Preferred Stock and (ii) 503,619 and
27,603 Stand-By Shares purchased by Demeter and Phemus, respectively, pursuant
to the Stand-By Purchase Agreement..
Page 8 of 8 Pages
<PAGE>
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.
March 19, 1999
Date
CAPRICORN HOLDINGS, INC.
(formerly Winokur Holdings, Inc.)
By: /s/ Herbert S. Winokur, Jr.
-----------------------------------------
Herbert S. Winokur, Jr., President
S-1
<PAGE>
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.
March 19, 1999
Date
CAPRICORN INVESTORS II, L.P.
By: Capricorn Holdings, LLC,
its General Partner
By: /s/ Herbert S. Winokur, Jr.
------------------------------------------
Herbert S. Winokur, Jr., Manager
S-2
<PAGE>
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.
March 19, 1999
Date
CAPRICORN HOLDINGS, LLC
By: /s/ Herbert S. Winokur, Jr.
---------------------------------------
Herbert S. Winokur, Jr., Manager
S-3
<PAGE>
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.
March 19, 1999
Date
By: /s/ Herbert S. Winokur, Jr.
-------------------------------------
Herbert S. Winokur, Jr.
S-4
