SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
January 14, 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
Winokur Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
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 78,925
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
78,925
----------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,925
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%*
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14 TYPE OF REPORTING PERSON
CO
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- ----------------
* Assumes 6,164,383 shares of Common Stock outstanding as of December 22,
1998, 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 Conversion Shares (as defined below) issued upon the conversion of all
shares of Class A Preferred Stock held by Capricorn II, (iii) 132,806 Stand-By
Shares committed to be purchased by Capricorn II pursuant to the Stand-By
Purchase Agreement, and (iv) 5,000 shares of Common Stock issuable upon exercise
of the 1997 Option. Does not include 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.
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
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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 [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%*
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14 TYPE OF REPORTING PERSON
PN
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- ----------------
* Assumes 6,164,383 shares of Common Stock outstanding as of December 22,
1998, 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 Conversion Shares issued upon the conversion of all shares of Class A
Preferred Stock held by Capricorn II, (iii) 132,806 Stand-By Shares committed to
be purchased by Capricorn II pursuant to the Stand-By Purchase Agreement, and
(iv) 5,000 shares of Common Stock issuable upon exercise of the 1997 Option.
Does not include 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.
Page 3 of 8 Pages
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Holdings, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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 [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
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- ----------------
* Assumes 6,164,383 shares of Common Stock outstanding as of December 22,
1998, 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 Conversion Shares issued upon the conversion of all shares of Class A
Preferred Stock held by Capricorn II, (iii) 132,806 Stand-By Shares committed to
be purchased by Capricorn II pursuant to the Stand-By Purchase Agreement, and
(iv) 5,000 shares of Common Stock issuable upon exercise of the 1997 Option.
Does not include 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.
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]
- --------------------------------------------------------------------------------
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 1,779,937
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER
1,779,937
----------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,779,937
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%*
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14 TYPE OF REPORTING PERSON
IN
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* Assumes 6,164,383 shares of Common Stock outstanding as of December 22,
1998, 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 Conversion Shares issuable upon the conversion of all shares of Class A
Preferred Stock held by Capricorn II, (iii) 132,806 Stand-By Shares committed to
be purchased by Capricorn II pursuant to the Stand-By Purchase Agreement, and
(iv) 5,000 shares of Common Stock issuable upon exercise of the 1997 Option.
Does not include 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.
Page 5 of 8 Pages
<PAGE>
This Amendment No. 4 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 Winokur Holdings, 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.
This Amendment No. 4 assumes that the number of shares of Common Stock
outstanding as of December 22, 1998 was 6,164,383 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 Conversion Shares
(as defined below) issued on January 14, 1999 to Capricorn II upon the
conversion of all shares of Class A Preferred Stock held by Capricorn II, (iii)
132,806 Stand-By Shares which Capricorn II has committed to purchase pursuant to
the Stand-By Purchase Agreement, and (iv) 5,000 shares of Common Stock issuable
upon exercise of the 1997 Option.* In calculating the number of shares of Common
Stock outstanding, this Amendment No. 4 does not include 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.
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 or about January 20, 1999, Capricorn II received notice from the
Company that the Company received on January 13, 1999, notice of early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. In accordance with the terms of the
Certificate of Designations, on January 14, 1999, the date immediately following
receipt of such notice of early termination, each share outstanding of Class A
Preferred Stock was converted into one share of Common Stock. Consequently,
Capricorn II acquired 727,194 shares of Common Stock (the "CONVERSION SHARES")
on January 14, 1999 upon the conversion, on a one-to-one basis, of 727,194
shares of Class A Preferred Stock. Capricorn II acquired such shares of Class A
Preferred Stock on December 31, 1998, pursuant to the terms of the Stock
Purchase Agreement. No other consideration was paid by Capricorn II in
connection with its acquisition of the Conversion Shares.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to read as follows:
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* The 1997 Option is subject to adjustments in accordance with the terms
thereof and became exercisable on June 8, 1998, at an exercise price of $9.15
per share. The 1997 Option was granted by the Company to Capricorn II as
compensation for Winokur's service as a director of the Company.
Page 6 of 8 Pages
<PAGE>
On or about January 20, 1999, Capricorn II received notice from the
Company that the Company received on January 13, 1999, notice of early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Upon receipt of such notice of early
termination, each share outstanding of Class A Preferred Stock was converted
into one share of Common Stock, in accordance with the terms of the Certificate
of Designations. Consequently, Capricorn II acquired 727,194 Conversion Shares
on January 14, 1999.
The 727,194 Conversion Shares acquired by Capricorn II upon the
conversion of its shares of Class A Preferred Stock are Registrable Shares for
purposes of the Registration Rights Agreement, as amended by the Registration
Rights Amendment.
The acquisition of shares of Common Stock by Capricorn II described
herein was effected in accordance with the stated intention of 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 to read as follows:
Based upon 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,
727,194 Conversion Shares issued upon the conversion of all shares of Class A
Preferred Stock held by Capricorn II, 132,806 Stand-By Shares committed to be
purchased by Capricorn II pursuant to the Stand-By Purchase Agreement, and
giving effect to the issuance of all 5,000 shares of Common Stock pursuant to
the 1997 Option, (a) Winokur Holdings is the direct beneficial owner of 78,925
shares of Common Stock, and Winokur is the indirect beneficial owner of the
shares of Common Stock held by Winokur Holdings; 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
1,779,937 shares of Common Stock held through Winokur Holdings and Capricorn II;
and (b) Winokur Holdings is the direct beneficial owner of shares equal to
approximately 1.3% of the number of shares of Common Stock that were then
outstanding; Capricorn II is the direct beneficial owner of shares equal to
approximately 27.6% 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 27.6% of the number of shares of Common Stock that were
then outstanding; and Winokur is the indirect beneficial owner of shares equal
to approximately 28.9% of the number of shares of Common Stock that were then
outstanding.
Based upon 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,
727,194 Conversion Shares issued upon the conversion of all shares of Class A
Preferred Stock held by Capricorn II, 132,806 Stand-By Shares committed to be
purchased by Capricorn II pursuant to the Stand-By Purchase Agreement, and
giving effect to the issuance of all 5,000 shares of Common Stock pursuant to
the 1997 Option, (a) Winokur Holdings and Winokur may be
Page 7 of 8 Pages
<PAGE>
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, 78,925 shares of Common Stock
held directly by Winokur Holdings, (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, 1,779,937 shares of Common Stock held
through Winokur Holdings and Capricorn II. In calculating the number of shares
of Common Stock outstanding, this Amendment No. 4 does not include 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.
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.
January 28, 1999
Date
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.
January 28, 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.
January 28, 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.
January 28, 1999
Date
By: /s/ Herbert S. Winokur, Jr.
----------------------------
Herbert S. Winokur, Jr.
S-4
