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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 4, 1998
Date of Report (Date of Earliest Event Reported)
HEADLANDS MORTGAGE COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-23569 94-2851992
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
1100 Larkspur Landing Circle, Suite 101, Larkspur, CA 94939
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(Address of Principal Executive Offices)
(415) 461-6790
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(Registrant's Telephone Number,
Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Headlands Mortgage Company (the "Company") announced the pricing
of its initial public offering on February 4, 1998.
The following exhibit is the Company's Press Release relating to
the offering:
Item 7(c). Exhibits
10.1 Press Release, dated February 4, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 5, 1998
HEADLANDS MORTGAGE COMPANY
By: /s/ Gilbert J. MacQuarrie
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Gilbert J. MacQuarrie
Vice President, Treasurer and Secretary
(Principal Financial Officer and
and Principal Accounting Officer)
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EXHIBIT INDEX
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Exhibit Number Page Number
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10.1 Press Release, dated February 4, 1998...................... 5
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EXHIBIT 10.1
HEADLANDS MORTGAGE COMPANY ANNOUNCES INITIAL PUBLIC OFFERINGPRIVATE
OF 8,000,000 SHARES OF COMMON STOCK
Larkspur, CA February 4, 1998 - Headlands Mortgage Company (NASDAQ:HDLD) today
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announced the public offering of 8,000,000 shares of common stock at an offering
price of $12.00 per share. Of the 8,000,000 shares, 4,500,000 shares are being
sold by the Company and 3,500,000 are being sold by certain non-executive, non-
employee selling shareholders. The preliminary prospectus dated January 8, 1998
relating to the offering reflected an initial estimated price range of $14.00 to
$16.00 per share. The net proceeds to the Company are estimated to be
$49,420,000 ($62,812,000 assuming exercise in full of the underwriters' over-
allotment option) compared to $61,975,000 ($78,715,000 assuming exercise in full
of the over-allotment option) at the mid-point of the estimated price range
shown in the preliminary prospectus.
The offering is being managed by NationsBanc Montgomery Securities LLC, BT Alex.
Brown Incorporated and UBS Securities LLC and is scheduled to close on February
10, 1998.
A written prospectus prepared in connection with this offering may be obtained
by calling the Company at (415) 461-6790 or by writing Gilbert J. MacQuarrie,
Headlands Mortgage Company, 1100 Larkspur Landing Circle, Suite 101, Larkspur,
California 94939.
This release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there by any sales of these securities in any state in
which such offer, solicitation or sales would be unlawful prior to registration
or qualification under the securities laws of any such state.
Headlands Mortgage Company is a specialty mortgage banking company in the
business of originating, selling, securitizing and servicing mortgage loans
secured by one- to four-family residences. After giving effect to the offering,
the Company will have outstanding 18,500,000 shares of common stock (NASDAQ
National Market, Symbol "HDLD") assuming no exercise of the underwriters' over-
allotment option.
