SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(MARK ONE)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended SEPTEMBER 30, 1999.
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to _________.
COMMISSION FILE NUMBER 0-8909
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HOMEGOLD FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SOUTH CAROLINA 57-0513287
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3901 PELHAM ROAD
GREENVILLE, SOUTH CAROLINA 29615
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
864-289-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
TITLE OF EACH CLASS: OUTSTANDING AT OCTOBER 31, 1999
- ---------------------------------------- -------------------------------
COMMON STOCK, PAR VALUE $0.05 PER SHARE 10,149,629
1
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
10.1 -- Employment Letter - John Crisler
* 27.1 -- Financial Data Schedule.
* Previously filed with initial filing of this Form 10-Q.
b) Reports on Form 8-K
None.
2
<PAGE>
SIGNATURES
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.
HOMEGOLD FINANCIAL, INC.
Date: November 17, 1999
By: \s\ John M. Sterling, Jr.
------------------------------------------
John M. Sterling, Jr.
Chief Executive Officer
Date: November 17, 1999
By: \s\ Kevin J. Mast
------------------------------------------
Kevin J. Mast
Executive Vice President, Chief Financial
Officer, and Treasurer
3
June 29, 1999
Mr. John W. Crisler
111 Oxford Lane
North Wales, PA 19454
Re: Revised Letter of Intent for Employment at HomeGold Financial,
Inc., a South Carolina Corporation (the "Company").
Dear John:
This revised letter is intended to outline and confirm the initial
terms and conditions of our offer of employment to you.
1. You will initially receive an annual base salary of
$200,000.00. This base salary may be adjusted from time to
time at the discretion of the Company. The fact that the
salary is stated in an annual amount does not alter the
at-will employment conditions of this offer.
2. You will be eligible for a target bonus of up to 50% of your
base salary, subject to accomplishment of stated target sales
goals for 2000 and beyond. You will receive a guaranteed bonus
of $50,000 for the year ended December 31, 1999. The total of
all bonuses for 1999, 2000, 2001 and 2002 will be paid to you
in HomeGold Financial, Inc. Common Stock (a total value of
$350,000). This stock will be issued to you based on the
closing price of the stock on July 23, 1999, the Friday before
your hire date of July 26, 1999.
3. This stock will be issued to you, but the certificate will be
held by the Company. The stock will be restricted stock. The
restrictions on this stock will be removed on February 15,
following the year of coverage, provided the yet to be
determined performance goals are met for each of these years
and provided your employment with the Company is current at
December 31 of each year end.
4. You have indicated that you will make a Section 83(b) election
regarding the income recognition of the receipt of part or all
of this stock. This election must be made by you within 30
days of July 26, 1999 with a copy of this election to the
company. This income will be reported by the Company as 1099
income to the Internal Revenue Service and must be reported by
you on your estimated tax return due to be filed on September
15, 1999. We are not presuming to provide you with complete or
accurate tax advice and strongly recommend that you consult
your tax advisor regarding the treatment of the receipt of
this stock and the Section 83(b) election.
5. The issuance of this stock in lieu of bonuses is subject to
the approval of the Board of Directors of HomeGold Financial,
Inc. which will be completed prior to your start date.
6. You will be assigned the use of a company owned car
(approximate value $30,000). The value of the personal use of
this vehicle will be taxable income to you.
<PAGE>
7. You will be eligible for 4 weeks of vacation annually,
however, your eligible vacation for 1999 will be determined by
agreement with Keith Giddens.
8. The Company observes 10 holidays annually.
9. You will receive stock options to purchase 35,000 shares of
HomeGold Financial, Inc. common stock as of the date your
employment begins. The exercise price of these options will be
the closing price of the stock on July 23, 1999. These options
will be subject to the provisions of the HomeGold Financial,
Inc. 1995 Employee and Officer Stock Option Plan (copy
enclosed).
10. You will be guaranteed 1 year's compensation at your then base
salary in the event:
a.) A change of control of the Company occurs and
your job responsibilities and your compensation are
materially reduced (defined as 30% or greater).
or
b.) The Company becomes insolvent.
11. You will receive the Company's standard relocation package
should you decide to accept this offer. (See attached).
HomeGold has agreed to provide to you a two- part relocation
package. The company will move your temporary household goods
to a rental residence of your choice prior to your hire date
(July 26,1999). Within six months of your hire date, the
Company will move the remainder of your household to a
residence of your choice in accordance with the Company's
standard relocation policy. The Company will make all
necessary arrangements for both of these moves. Please contact
Patti Garrison at 864-289-5145 for any questions or
information concerning either of these moves.
12. The Company will reimburse you for rental expenses (up to
$1,000 per month) for a period not to exceed 6 months.
13. All of your compensation will be directly deposited to the
bank of your choice.
14. The Company provides a number of benefits for associates (e.g.
vacation, 401(k) plan, and insurance). The terms and
conditions of your benefits are set forth in the Company's
policies and practices or the particular benefit plan. A
synopsis of our benefits is attached for your review with a
summary of our group medical plan. Enclosed are the listings
of all medical providers in both our offered HMO and PPO group
medical plans
15. Your title will be Executive Vice President.
16. You will report directly to Keith B.Giddens, President and
Chief Operating Officer.
17. In addition to your signing the acceptance of this offer of
employment, you will also be required to sign: (a) certain
Company agreements and policies which cover conduct and
actions of all associates both during and subsequent to your
employment with the Company; (b) an employment application (if
not already completed) and; (c) various other documents
relating to benefits or aspects of your employment with the
Company.
18. You have indicated that you are not subject to any severance,
non-competition or other agreements with any prior employer or
other party that prevents or arguably prevents you from doing
business with the Company as an associate in any capacity.
<PAGE>
Our employment relationship with you will be on an "at-will" basis at
all times. This means that you, as an associate, are free to leave the Company's
employ at any time (although we request at least two-weeks' notice), for any or
no reason. It also means that your compensation, or other terms of employment
may be changed at any time and that your employment can be terminated at the
Company's option, with or without cause, with or without notice, at any time,
for any or no reason, except as provided by law. The terms of this offer letter,
therefore, are not intended to create either an express or implied contract of
employment with the Company for any definite term. This letter is intended only
as an outline of your initial terms of employment, which may be changed from
time to time at the sole discretion of the Company.
No associate of the Company, other than the president or chief
executive officer, has the authority to alter the "at-will" nature of your
employment. A contract of employment can only be created by a written agreement
expressly titled "Contract of Employment," and signed by the president or the
chief executive officer of the Company.
If these initial terms meet with your approval, and the representation
as to your ability to become an associate of the Company is correct, please
indicate by signing the following page. If you have any questions, please feel
free to contact me at (864) 289-5313.
Sincerely,
Keith B. Giddens
President, Chief Operating Officer
cc: Mr. David Guilford
DLG Associates
1515 Mockingbird Lane, Suite 560
Charlotte, NC 28209
bcc: Jack Sterling
Robert Davis
Mr. Tee Hooper Bob Philpot
IKON Philpott, Ball & Company
P.O. Box 5615 212 S. Tryon Street, Ste. 1050
Greenville, SC 29606 Charlotte, NC 28281
Porter Rose Clarence Bauknight
PBR, Inc. PO Box 2183
201 W. McBee Avenue, 4th Floor Greenville, SC 29606
Greenville, SC 29601
<PAGE>
I accept the above offer of employment with HomeGold Financial, Inc.,
on the initial terms set forth in the Letter of Intent for Employment dated June
17, 1999.
I understand that my employment with the Company will be on an
"at-will" basis at all times. This means that I, as an associate, am free to
leave the Company's employ at any time (although it is requested that I give at
least two weeks notice), for any or no reason. It also means that my
compensation, or other terms of employment, may be changed at any time and that
my employment can be terminated at the Company's option, with or without cause,
with or without notice, at anytime, for any or no reason, except as provided by
law. I understand that the terms of my offer letter are therefore not intended
to create either an express or implied contract of employment for any definite
term or on any conditions with the Company. This letter is intended only as an
outline of my initial terms of employment, which may be changed from time to
time at the sole discretion of the Company.
I understand that no associate of the Company, other than the president
or chief executive officer, has the authority to alter the at-will nature of
this employment. A contract of employment can only be created by a written
agreement expressly titled "Contract of Employment," and signed by the president
or chief executive officer of the Company.
I have not signed any severance, non-competition or other agreement
with any prior employer or other party that prevents me from doing business with
the Company as an associate in any capacity. I also understand that as a
condition of my employment with the Company, I will agree to and execute a
non-competition and non-disclosure agreement as part of the Company's statement
of Policy that I must sign.
I agree that I can be held personally liable for any loss for any
theft, embezzlement or similar loss caused by me. I agree that any sums owed to
me as salary, expenses, etc. at the time of my separation from the Company may
be, in the sole discretion of the Company, applied (to the maximum extent
allowed by law) to any debts that I may owe to the Company at that time.
Date:
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Signature:
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John W. Crisler
