As filed with the Securities and Exchange Commission on April 15, 1999
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (I.R.S. Employer Identification No.)
of 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: From time to
time after the effective date of this Registration Statement.
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: [X ]
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: [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class of Aggregate Maximum Maximum Amount of
Securities to be Amount Offering Aggregate Registration
Registered to be Price Per Offering Fee
Registered Unit(2) Price(2)
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Common Stock, $.01 par 300,000(1) $4.125 $1,237,500 $344
value, per share
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(1) Includes such indeterminable number of shares of common stock as may be
issued by reason of the anti-dilution provisions contained in the warrants to
which the registration statement relates.
(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the prices of the Common Shares on the New York Stock
Exchange on April 14, 1999.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 15, 1999
Preliminary Prospectus
300,000 Shares
The WMF Group, Ltd.
Common Stock
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Our common stock trades on The Nasdaq National Market under the symbol
"WMFG."
This prospectus relates to resales of up to 250,000 shares of WMF common
stock issued upon the exercise of warrants held by 800 North, Inc., a Florida
corporation, and up to 50,000 shares of WMF common stock pledged to secure
certain obligations of WMF to 800 North. The shares may be offered and sold by
800 North or its transferees from time to time in open-market or privately
negotiated transactions which may involve underwriters or brokers.
We will not receive any of the proceeds from the sale of the shares
covered by this prospectus, and the registration of the shares does not
necessarily mean that any of them will be offered or sold by 800 North.
You should refer to the discussion of material risk factors included in
our Annual Report on Form 10-K for the year ended December 1998, which we are
incorporating by reference.
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Neither the Securities and Exchange Commission nor any other state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
crime.
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The date of this Prospectus is April 15, 1999.
<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..........................................1
A WARNING ABOUT FORWARD-LOOKING STATEMENTS...................................2
THE WMF GROUP, LTD...........................................................3
DESCRIPTION OF COMMON STOCK..................................................3
RISK FACTORS.................................................................3
USE OF PROCEEDS..............................................................4
THE SELLING STOCKHOLDER......................................................4
PLAN OF DISTRIBUTION.........................................................4
LEGAL OPINIONS...............................................................5
EXPERTS......................................................................5
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
o Annual Report on Form 10-K for the year ended December 31, 1998;
o Current Reports on Forms 8-K filed with the SEC on January 13, 1999
and February 17, 1999; and
o The description of the common stock contained in our Registration
Statement on Form 10, filed with the SEC on August 4, 1997, as
amended on September 22, 1997, October 8, 1997 and November 19,
1997.
You may request a copy of these filings, at no cost, by writing or
telephoning:
The WMF Group, Ltd.
1593 Spring Hill Road, Suite 400
Vienna, Virginia 22182
Attn: Chief Financial Officer
Telephone: 703-610-1400
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
<PAGE>
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
The prospectus may contain "forward-looking statements." Any statement in
this prospectus, other than a statement of historical fact, may be a
forward-looking statement.
You can generally identify forward-looking statements by looking for words
such as "may," "will," "expect," "intend", "estimate," "anticipate," "believe"
or "continue." Variations on those or similar words, or the negatives of such
words, also may indicate forward-looking statements.
Although WMF believes that the expectations reflected in this prospectus
are reasonable, WMF cannot assure you that its expectations will be correct. WMF
has incorporated by reference a discussion entitled "Risk Factors," from WMF's
Annual Report on Form 10-K for the year ended December 31, 1998, into this
prospectus, disclosing important factors that could cause its actual results to
differ materially from its expectations. You should refer to this section in
considering any forward-looking statements.
The forward-looking statements in this prospectus are accurate only as of
its date. If WMF's expectations change, or if new events, conditions or
circumstances arise, WMF is not required to, and may not, update or revise any
forward-looking statement in this prospectus.
<PAGE>
THE WMF GROUP, LTD.
The WMF Group, Ltd. ("WMF") is one of the largest commercial mortgage
financial services companies in the United States, as measured by servicing
portfolio size, according to a survey published by the Mortgage Bankers
Association of America (the "MBA"). We have three principal lines of business:
(i) mortgage banking, (ii) capital markets and (iii) advisory services. As the
nation's largest originator of Federal National Mortgage Association ("Fannie
Mae") and Federal Housing Authority ("FHA") insured multifamily and health care
loans, we have originated more than $9 billion in conventional and FHA-insured
multifamily and commercial loans since 1993, and have a servicing portfolio of
approximately $12.1 billion, at December 31, 1998. We have 346 employees and
operate 19 offices nationwide.
We are a Delaware corporation. Our executive offices are located at 1593
Spring Hill Road, Suite 400, Vienna, Virginia 22182, and our telephone
number is (703) 610-1400.
DESCRIPTION OF COMMON STOCK
We are authorized to issue 25,000,000 shares of common stock, $.01 par
value, and 12,500,000 shares of preferred stock, $.01 par value. As of March 29,
1999, there were 11,260,415 shares of common stock outstanding. No shares of
preferred stock were outstanding. The following is only a summary of some of the
rights of stockholders that might be important to you. You should refer to our
Charter and Bylaws for a complete statement of your rights as a stockholder.
Both the Charter and the Bylaws are filed with the SEC as exhibits to the
registration statement that includes this prospectus.
Common Stock
As a holder of common stock you will have one vote per share on all
matters voted on by stockholders, including elections of directors. Except as
otherwise required by law or provided in any resolution adopted by the Board of
Directors with respect to any series of preferred stock, only holders of common
stock have voting rights. The Charter does not provide for cumulative voting in
the election of directors or for preemptive rights to acquire new shares issued
by WMF. Holders of common stock will receive dividends if the Board declares
them out of available funds. We do not expect to pay dividends in the
forseeable future.
The Transfer Agent for the common stock is Boston EquiServe, L.P., Boston,
Massachusetts. The common stock is traded on The Nasdaq National Market under
the symbol "WMFG."
Preferred Stock
Under the Charter, the Board of Directors is authorized, without further
stockholder action, to issue up to 12,500,000 shares of preferred stock. No
preferred stock is currently outstanding. The Board may issue preferred stock in
series, with different preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications or other provisions.
RISK FACTORS
An investment in our stock involves certain risks. Please see the
discussion of "Risk Factors" included in our Annual Report on Form 10-K for the
year ended December 31, 1998, which is incorporated by reference in this
prospectus.
<PAGE>
USE OF PROCEEDS
WMF will not receive any proceeds from the sale of the common stock.
THE SELLING STOCKHOLDER
This prospectus relates to the offer and sale of up to 300,000
shares of common stock by 800 North, Inc., a Florida corporation ("800 North")
or its donees, pledgees, transferees or other successors in interest. Prior to
the filing of this registration statement, as of March 1, 1999, 800 North owned
no shares of WMF common stock.
On December 30, 1998, WMF issued to 800 North the right to purchase up to
250,000 shares of WMF common stock, subject to adjustments, pursuant to the
Company's Series 2 Warrant and Series 3 Warrant (collectively, the "Warrants")
and pledged 50,000 shares of WMF common stock to secure certain of our
obligations to 800 North. If 800 North chooses to exercise its Warrants to
purchase shares of WMF common stock, it may acquire up to 250,000 shares of WMF
common stock. If 800 North executes on the pledge, it will acquire 50,000 shares
of WMF common stock. We agreed to register those shares of common stock.
We do not know if, when, or in what amounts 800 North will exercise its
Warrants to purchase shares or whether it may become entitled to execute on the
50,000 pledged shares or, if it does so, when or whether it will sell shares.
Consequently, we cannot estimate how many shares will be held by 800 North after
completion of the offering.
PLAN OF DISTRIBUTION
800 North may sell the common stock in transactions on The Nasdaq National
Market or in privately negotiated transactions, through the writing of options
on the shares or a combination of such methods of sale, at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Alternatively, the
shares may be offered to or through underwriters, brokers or dealers who may act
solely as agents, or who may acquire shares as principals. The distribution of
the shares through such persons may be effected in one or more transactions that
may take place on The Nasdaq National Market, including block trades or ordinary
broker's transactions, or through privately negotiated transactions or sales to
one or more brokers or dealers for resale of such securities as principals, or
otherwise at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. 800 North may pay usual
and customary or specifically negotiated brokerage fees or commissions in
connection with such sales. In connection with such sales, 800 North and any
participating brokers or dealers may be deemed "underwriters" as such term is
defined in the Securities Act of 1933 (the "Act") and the commissions paid or
discounts allowed to any of such underwriters, brokers, dealers or agents, in
addition to any profits received on resale of the shares if any such
underwriters, brokers, dealers or agents should purchase any shares as a
principal, may be deemed to be underwriting discounts or commissions under the
Securities Act.
Pursuant to their respective agreements, WMF has agreed to indemnify 800
North against certain liabilities, including certain liabilities under the
Securities Act.
WMF has agreed to pay the expenses of registering all of the shares of
common stock offered hereby under the Securities Act, including all
registration, filing and exchange listing fees, blue sky expenses, fees of its
own counsel and accountants, and underwriters' fees customarily paid by issuers
(excluding underwriting discounts, commissions and transfer taxes).
<PAGE>
LEGAL OPINIONS
Hunton & Williams, Richmond, Virginia, has delivered to WMF a legal
opinion as to the validity of the common stock covered by this prospectus.
EXPERTS
The consolidated balance sheets of WMF and its subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for the years then
ended have been incorporated herein in reliance upon the report of KPMG LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
The consolidated statements of operations, changes in stockholders' equity
and cash flows of WMF and its subsidiaries for the year ended December 31, 1996,
and all related schedules have been incorporated herein in reliance on the
reports of Arthur Andersen LLP, independent accountants, given on the authority
of that firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission registration fee... $ 344.00
Accounting fees and expenses.......................... 2,000.00
Legal fees and expenses............................... 2,000.00
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TOTAL........................................... $4,344.00
Item 15. Indemnification of Officers and Directors.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
(the "DGCL") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or complete
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Section 145 of the DGCL further provides that the extent a director,
officer, employee or agent of a corporation has been successful in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification or advancement of expenses
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the power to indemnify him against such liabilities
under Section 145.
Article Seven of WMF's Restated Certificate of Incorporation, as amended,
and Article VI, Section 1 of WMF's By-laws, each of which is an exhibit to this
registration statement, provide in effect for the indemnification by WMF of each
director and officer of WMF to the fullest extent permitted by applicable law.
<PAGE>
Item 16. Exhibits.
4.1* Form of Common Stock Certificate
4.2** Amended and Restated Certificate of Incorporation of WMF
4.3*** Certificate of Designations, Preferences and
Rights of Class A Non-Voting Convertible Preferred
Stock
4.4**** Restated and Amended Bylaws of WMF
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of KPMG LLP
23.3 Consent of Arthur Andersen
24 Power of Attorney (located on the signature page of this
Registration Statement)
-------------------------
* Incorporated by reference to the registration
statement on Form 10 previously filed on August 4,
1997, as amended.
** Filed as an Exhibit to WMF's Registration Statement
on Form S-1, File No. 333-37447 filed October 30, 1997
as amended, and incorporated by reference herein.
*** Incorporated by reference to the current report on Form 8-K
previously filed by WMF on January 13, 1999.
**** Filed as an Exhibit to WMF's Form 10-Q for the quarter ended March
31, 1998, filed with the Commission on May 15, 1998, and
incorporated by reference herein.
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement (notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement); and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that the undertakings set forth in subparagraphs (i) and (ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<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)
POWER OF ATTORNEY
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. Each of the undersigned officers and
directors of the registrant hereby constitutes Shekar Narasimhan, Michael D.
Ketcham, and Randall S. Parks, any of whom may act, his true and lawful
attorneys-in-fact with full power to sign for him and in his name in the
capacities indicated below and to file any and all amendments to the
registration statement filed herewith, making such changes in the registration
statement as the registrant deems appropriate, and generally to do all such
things in his name and behalf in his capacity as an officer and director to
enable the registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission.
Signature Title & Capacity
/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
/s/ Mohammed A. Al-Tuwairji Director
- ---------------------------
Mohammed A. Al-Tuwairji
/s/ Michael Eisensen Director
- ---------------------------
Michael Eisensen
- --------------------------- Director
Tim R. Palmer
/s/John D. Reilly Director
- ---------------------------
John D. Reilly
/s/ Herbert S. Winokur, Jr. Director
- ---------------------------
Herbert S. Winokur, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
4.1* Form of Common Stock Certificate
4.2** Amended and Restated Certificate of Incorporation of WMF
4.3*** Certificate of Designations, Preferences and Rights of
Class A Non-Voting Convertible Preferred Stock
4.4**** Restated and Amended Bylaws of WMF
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of KPMG LLP
23.3 Consent of Arthur Andersen
24 Power of Attorney (located on the signature page of this Registration
Statement)
- -------------------------
* Incorporated by reference to the registration statement on Form 10
previously filed on August 4, 1997, as amended.
** Filed as an Exhibit to WMF's Registration Statement on Form
S-1, File No. 333-37447 filed October 30, 1997, as amended,
and incorporated by reference herein.
*** Incorporated by reference to the current report on Form 8-K previously
filed by WMF on January 13, 1999.
**** Filed as an Exhibit to WMF's Form 10-Q for the quarter ended March 31,
1998, filed with the Commission on May 15, 1998, and incorporated by
reference herein.
Exhibit 5
April 15, 1999
Board of Directors
The WMF Group, Ltd.
1593 Spring Hill Road, Suite 400
Vienna, Virginia 22182
Registration Statement on Form S-3
The WMF Group, Ltd.
Ladies and Gentlemen:
We are acting as counsel for The WMF Group, Ltd. (the "Company") in
connection with its registration under the Securities Act of 1933 of 300,000
shares of its common stock (the "Shares") issuable upon the exercise of the
Company's Series 2 and Series 3 Warrants (the "Warrants") or upon the execution
of a pledge of 50,000 shares to 800 North, Inc. (the "Pledge"), as described in
WMF's Registration Statement on Form S-3 (the "Registration Statement") to be
filed today with the Securities and Exchange Commission (the "Commission").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of WMF and certificates of its officers and of
public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. WMF is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware.
2. The Shares, upon issuance pursuant to the exercise of the Warrants in
exchange for the consideration provided for therein or upon execution of the
pledge, will be duly authorized and legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and reference to our firm under the
heading "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Exhibit 23.2
The Board of Directors
The WMF Group, Ltd.:
We consent to incorporation by reference in the registration statement on Form
S-3 of The WMF Group, Ltd. of our report dated March 5, 1999 except for note 20
which was dated March 19, 1999, relating to the consolidated balance sheets of
The WMF Group, Ltd. and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows for the years then ended, which report appears in the December
31, 1998 annual report on Form 10-K of The WMF Group, Ltd., and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Washington D.C.
April 15, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated February 28, 1997 included in the
Form 10-K as of December 31, 1998. It should be noted that we have not audited
any financial statements of the company subsequent to December 31, 1996 or
performed any audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Washington, D.C.
April 15, 1999
