As filed with the Securities and Exchange Commission on April 15, 1999
Registration No. 333-70029
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE WMF GROUP, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1647759
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1593 Spring Hill Road
Suite 400
Vienna, Virginia 22182
(703) 610-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Mr. Shekar Narasimhan
1593 Spring Hill Road
Suite 400
Vienna, Virginia 22182
(703) 610-1400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Mr. Randall S. Parks
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Approximate date of commencement of proposed sale to the public:
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box: [ ]
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<PAGE>
DESCRIPTION OF ACTION
Pursuant to Registration Statement No. 333-70029 on Form S-3, The WMF
Group, Ltd., a Delaware corporation (the "Company") registered 2,829,511 rights
to purchase shares of its Common Stock, $.01 par value and 2,829,511 shares of
its Common Stock, $.01 par value, issuable pursuant to a Rights Agreement dated
February 1, 1999 between the Company and BankBoston, N.A., as Subscription
Agent. Pursuant to the exercise of Rights, a total of 1,482,271 shares of the
Company's Common Stock were purchased. The Company hereby removes from
registration 1,347,240 shares of Common Stock, which remain unissued after the
Rights Offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vienna, Commonwealth of Virginia on this 15th day of
April, 1999.
THE WMF GROUP, LTD.
By: /s/ Michael D. Ketcham
Michael D. Ketcham
Executive Vice President
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 15, 1999.
Signature Title & Capacity
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/s/ Roderick J. Heller III * Chairman of the Board
- -----------------------------
Roderick J. Heller III
/s/ Shekar Narasimhan * President, Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
Shekar Narasimhan
- ----------------------------- Director
Mohammed A. Al-Tuwairji
- ----------------------------- Director
Michael Eisensen
/s/ Tim R. Palmer * Director
- -----------------------------
Tim R. Palmer
/s/ John D. Reilly * Director
- -----------------------------
John D. Reilly
- ----------------------------- Director
Herbert S. Winokur, Jr.
* By: /s/ Michael D. Ketcham
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Michael D. Ketcham
Attorney-in-Fact
