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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE WMF GROUP, LTD.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
000929289
(CUSIP Number)
RICHARD A. HIBBARD, ESQ.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
FOUR GATEWAY CENTER
NEWARK, NJ 07102-4069
(973) 802-7674
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 10, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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 purposes 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).
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<TABLE>
<C> <S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
PRUDENTIAL MORTGAGE CAPITAL ACQUISITION CORP.
- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER (SEE INSTRUCTIONS)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8,260,876 SHARES*
WITH -------------------------------------------------------------------------
8 SHARED VOTING POWER
0
-------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,260,876 SHARES*
-------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,260,876 SHARES*
- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.3 %
- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------------------------
</TABLE>
* On May 10, 2000, Prudential Mortgage Capital Company, LLC entered into a
Stockholders Agreement with each of Capricorn Investors II, L.P., Capricorn
Holdings, Inc., Demeter Holdings Corporation, Phemus Corporation, Commonwealth
Overseas Trading Company Limited, Mohammed A. Al-Tuwaijri, J. Roderick Heller,
III, John D. Reilly and Shekar Narasimhan (collectively, the "Selling
Stockholders"), pursuant to which such Selling Stockholders have agreed to
tender their Shares in the Offer at a price of $8.90 per Share. The Purchaser's
right to purchase the Shares subject to the Stockholders Agreement is reflected
in Rows 7, 9, 11 and 13 of each of the tables above. The Stockholders Agreement
is described more fully in Item 5 hereto.
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<TABLE>
<C> <S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC
- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER (SEE INSTRUCTIONS)
BENEFICIALLY OWNED BY 8,260,876 SHARES*
EACH REPORTING PERSON -------------------------------------------------------------------------
WITH 8 SHARED VOTING POWER
0
-------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,260,876 SHARES*
-------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,260,876 SHARES*
- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.3 %
- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------------------------
</TABLE>
* See footnote on page 2. Prudential Mortgage Capital Acquisition Corp. is a
wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC. Prudential
Mortgage Capital Company, LLC is a wholly-owned subsidiary of The Prudential
Insurance Company of America.
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<TABLE>
<C> <S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
- --------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
- --------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
- --------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
-------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER (SEE INSTRUCTIONS)
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 8,260,876 SHARES*
WITH -------------------------------------------------------------------------
8 SHARED VOTING POWER
0
-------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,260,876 SHARES*
-------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,260,876 SHARES*
- --------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.3 %
- --------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
- --------------------------------------------------------------------------------------------------
</TABLE>
* See footnote on page 2. Prudential Mortgage Capital Acquisition Corp. is a
wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC. Prudential
Mortgage Capital Company, LLC is a wholly-owned subsidiary of The Prudential
Insurance Company of America.
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is filed with respect to the common
stock, par value $.01 per share (the "Shares"), of The WMF Group, Ltd., a
Delaware corporation (the "Company"). The principal executive office of the
Company is 1593 Spring Hill Road, Suite 400, Vienna, VA 22182-2245.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is filed by Prudential Mortgage Capital
Acquisition Corp. (the "Purchaser"), Prudential Mortgage Capital Company, LLC
(the "Parent") and The Prudential Insurance Company of America ("PICA") (each
individually a "Filing Person", and together the "Filing Persons"). The
Purchaser is a Delaware corporation, with its principal business and office at
Four Gateway Center, Newark, NJ 07102-4069, and is a wholly-owned subsidiary of
the Parent. The Parent is a limited liability company organized under the laws
of Delaware, with its principal business and office at Four Gateway Center,
Newark, NJ 07102-4069, and is a wholly-owned subsidiary of PICA. PICA is a New
Jersey mutual life insurance company with its principal executive offices at 751
Broad Street, Newark, NJ 07102-3777.
During the last five years, none of the Filing Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Purchaser estimates that the total amount of funds required to
purchase pursuant to the Offer (as defined in Item 4) the number of Shares that
are outstanding on a fully diluted basis and to pay other costs, fees and
expenses related to the Offer (as defined in Item 4) and the Merger (as defined
in Item 4) will be approximately $104 million. The Purchaser plans to obtain
all funds needed for the Offer through an advance from Prudential Mortgage to
the Purchaser at the time Shares tendered pursuant to the Offer are accepted for
payment.
ITEM 4. PURPOSE OF THE TRANSACTION.
On May 10, 2000, the Parent, the Purchaser and the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger
Agreement provides for the making by the Purchaser of an offer to purchase all
the issued and outstanding Shares, at a purchase price of $8.90 per Share (the
"Offer"). The Merger Agreement further provides that, following the
consummation of the Offer, upon the terms and subject to the conditions of the
Merger Agreement, the Purchaser will be merged with and into the Company (the
"Merger") with the Company surviving the Merger as a wholly owned subsidiary of
Prudential Mortgage. In the
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Merger, each issued Share (other than Shares owned by the Purchaser, Prudential
Mortgage or WMF or their respective subsidiaries, or by stockholders, if any,
who are entitled to and properly exercise appraisal rights under Delaware law)
will be converted into the right to receive an amount in cash equal to the price
per Share paid pursuant to the Offer.
In connection with the Offer, Prudential Mortgage has reviewed, and
will continue to review, various possible business strategies that the Company
may pursue in the event that the Purchaser acquires control of the Company,
whether pursuant to the Offer, the Merger or otherwise. Such strategies could
include, among other things, changes in the Company's business, corporate
structure, capitalization or management.
The Merger Agreement provides that promptly upon the purchase of and
payment for Shares by the Purchaser pursuant to the Offer, the Purchaser shall
be entitled to designate up to such number of directors, rounded up to the next
whole number, on the Company's Board of Directors (the "Company Board") as will
give the Purchaser representation on the Company Board equal to the product of
the total number of directors on the Company Board (giving effect to the
directors elected pursuant to this provision) multiplied by the percentage that
the aggregate number of Shares beneficially owned by the Purchaser and its
affiliates bears to the total number of Shares then outstanding. The foregoing
information is qualified in its entirety by reference to the Merger Agreement
which is filed as Exhibit 1 hereto and incorporated herein by reference.
Except as disclosed herein, none of the Filing Persons has any plans
or proposals which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of May 10, 2000, the Filing Persons may be deemed to beneficially
own 8,260,876 Shares, or approximately 65.3% of the Shares outstanding on a
fully diluted basis (such basis assumes all Shares underlying vested and
unvested stock options are issued and outstanding). This beneficial ownership
is based on the Stockholders Agreement, described in the following paragraph,
which has been entered into by the Parent with certain stockholders of the
Company.
On May 10, 2000, the Parent entered into a Stockholders Agreement (the
"Stockholders Agreement") with each of Capricorn Investors II, L.P., Capricorn
Holdings, Inc., Demeter Holdings Corporation, Phemus Corporation, Commonwealth
Overseas Trading Company Limited, Mohammed A. Al-Tuwaijri, J. Roderick
Heller, III, John D. Reilly and Shekar Narasimhan (collectively, the "Selling
Stockholders"), pursuant to which each Selling Stockholder has agreed to tender
Shares in the Offer at a price of $8.90 per Share. Pursuant to the Stockholders
Agreement, the Selling Stockholders have also agreed that, among other things,
they will not transfer their Shares subject to the Stockholders Agreement other
than to the Purchaser and will vote their Shares subject to the Stockholders
Agreement in favor of the Merger and against any competing transactions. The
foregoing information is qualified in its
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entirety by reference to the Stockholders Agreement which is filed as Exhibit 2
hereto and incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except for the Stockholders Agreement as set forth in Item 5 hereto,
none of the Filing Persons has any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the Company
(including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities, joint
ventures, loans or option arrangements, puts or calls, guarantees of loans,
guarantee agreements or any giving or withholding of proxies).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated May 10, 2000, among Prudential Mortgage
Capital Company, LLC, Prudential Mortgage Capital Acquisition Corp. and The
WMF Group, Ltd.
2. Stockholders Agreement, dated May 10, 2000, among Prudential Mortgage
Capital Company, LLC, Capricorn Investors II, L.P., Capricorn Holdings,
Inc., Demeter Holdings Corporation, Phemus Corporation, Commonwealth
Overseas Trading Company Limited, Mohammed A. Al-Tuwaijri, J. Roderick
Heller, III, John D. Reilly and Shekar Narasimhan.
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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.
Dated: May 18, 2000
PRUDENTIAL MORTGAGE CAPITAL ACQUISITION CORP.
By:/s/ Michael B. Jameson
--------------------------------------
Name: Michael B. Jameson
Title: Vice President
PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC
By:/s/ Michael B. Jameson
-------------------------------------
Name: Michael B. Jameson
Title: Senior Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Michael B. Jameson
-----------------------------------------
Name: Michael B. Jameson
Title: Vice President
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INDEX OF EXHIBITS
1. Agreement and Plan of Merger, dated May 10, 2000, among Prudential Mortgage
Capital Company, LLC, Prudential Mortgage Capital Acquisition Corp. and The
WMF Group, Ltd.
2. Stockholders Agreement, dated May 10, 2000, among Prudential Mortgage
Capital Company, LLC, Capricorn Investors II, L.P., Capricorn Holdings,
Inc., Demeter Holdings Corporation, Phemus Corporation, Commonwealth
Overseas Trading Company Limited, Mohammed A. Al-Tuwaijri, J. Roderick
Heller, III, John D. Reilly and Shekar Narasimhan.
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