<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FRANCHISE MORTGAGE ACCEPTANCE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C> <C>
DELAWARE 6162 95-4649104
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
2049 CENTURY PARK EAST, SUITE 350
LOS ANGELES, CALIFORNIA 90067
(310) 229-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WAYNE L. KNYAL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FRANCHISE MORTGAGE ACCEPTANCE COMPANY
2049 CENTURY PARK EAST, SUITE 350
LOS ANGELES, CALIFORNIA 90067
(310) 229-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
THOMAS J. POLETTI, ESQ. TODD H. BAKER, ESQ.
SUSAN B. KALMAN, ESQ. GIBSON, DUNN & CRUTCHER LLP
DARREN O. BIGBY, ESQ. ONE MONTGOMERY STREET, SUITE 3100
FRESHMAN, MARANTZ, ORLANSKI, COOPER SAN FRANCISCO, CALIFORNIA 94104-4505
& KLEIN TELEPHONE (415) 393-8200
9100 WILSHIRE BOULEVARD, 8TH FLOOR FACSIMILE (415) 986-5309
EAST
BEVERLY HILLS, CALIFORNIA 90212
TELEPHONE (310) 273-1870
FACSIMILE (310) 274-8357
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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 number of the earlier effective
registration statement for the same offering. [X] 333-34481
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value................ 1,437,500 shares $18.00 $25,875,000 $7,841
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</TABLE>
(1) Includes 187,500 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Reg. No. 333-34481) filed by Franchise Mortgage Acceptance
Company (the "Company") with the Securities and Exchange Commission on
August 27, 1997, as amended, including the exhibits thereto, and declared
effective by the Commission on November 12, 1997 are incorporated herein by
reference.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-1 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California, on
the 18th day of November, 1997.
FRANCHISE MORTGAGE ACCEPTANCE
COMPANY
By /s/ Wayne L. Knyal
_____________________________________
Wayne L. Knyal,
President, Chief Executive Officer
(Principal Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITY INDICATED ON NOVEMBER 18, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
/s/ Wayne L. Knyal President, Chief Executive
___________________________________________ Officer and Director
Wayne L. Knyal (Principal Executive
Officer)
* Chief Financial Officer
___________________________________________ Executive Vice President
Raedelle Walker (Principal Accounting
Officer)
* Director
___________________________________________
H. Wayne Snavely
* Director
___________________________________________
G. Louis Graziadio, III
* Director
___________________________________________
Perry A. Lerner
* Director
___________________________________________
Michael L. Matkins
* Director
___________________________________________
Ronald V. Davis
* Director
___________________________________________
John E. Martin
* Director
___________________________________________
Richard J. Loughlin
</TABLE>
*By /s/ Wayne L. Knyal
_____________________________________
Wayne L. Knyal,
Attorney-in-fact
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<C> <S>
5.1 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein
23.1 Consent of KPMG Peat Marwick LLP regarding Registrant
Consent of Freshman, Marantz, Orlanski, Cooper & Klein (contained in
23.2 Exhibit 5.1)
24.1 Power of Attorney (incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-34481))
</TABLE>
3
<PAGE>
[LETTERHEAD OF FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN]
November 19, 1997
EXHIBIT 5.1
Franchise Mortgage Acceptance Company
2049 Century Park East, Suite 350
Los Angeles, CA 90067
Re: REGISTRATION STATEMENT ON FORM S-1
1,437,500 ADDITIONAL SHARES OF COMMON STOCK
Ladies and Gentlemen:
We are counsel to Franchise Mortgage Acceptance Company (the "Company") in
connection with registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement on Form S-1 (the "462(b)
Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 462(b) promulgated under the Securities Act and
relating to the registration under the Securities Act of an additional 1,437,500
shares of the Company's common stock, $.001 par value (the "Additional Shares").
The 462(b) Registration Statement to be used for the offer and sale of the
Additional Shares is filed with the Commission in connection with the proposed
public offering described in the Registration Statement on Form S-1
(Registration No. 333-34481) filed with the Commission on August 27, 1997, as
amended, which was declared effective by the Commission on November 12, 1997.
We are familiar with the proceedings taken by the Company in connection with the
authorization of the Additional Shares. We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that the Additional Shares will
be, when the 462(b) Registration Statement becomes effective and the Additional
Shares are sold, issued and delivered as described in the 462(b) Registration
Statement, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement and to the reference to us under the caption "LEGAL
MATTERS" in the prospectus comprising a part of the 462(b) Registration
Statement.
<PAGE>
November 19, 1997
Page 2
This opinion is rendered for the purposes of Item 16 of Form S-1 and Item 601 of
Regulation S-K, and may be relied upon only by you and the Commission and may
not be used, quoted or referred to and/or filed for any other purpose without
our prior written permission.
Very truly yours,
/s/ FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN
FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Managers
Franchise Mortgage Acceptance Company LLC:
We consent to the use of our report included herein and to the reference to our
Firm under the heading "Selected Financial Data" and "Experts" in the
Prospectus.
KPMG PEAT MARWICK LLP
Los Angeles, California
November 18, 1997
