SCHEDULE 13D
Amendment No. 1
North American Mortgage Company
Common Stock
Cusip # 657037107
Filing Fee: No
Cusip # 657037107
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 102,600
Item 8: None
Item 9: 1,753,200
Item 10: None
Item 11: 1,949,200
Item 13: 13.00%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed
to be, an admission that such Schedule 13D is required to be filed.
See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par
value (the "Shares") of North American Mortgage Company, a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 3883 Airwave Drive, Santa Rosa, CA 95403-1699.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by
Fidelity International Limited, a Bermuda joint stock company
incorporated for an unlimited duration by private act of the Bermuda
legislature ("FIL"). FMR is a holding company one of whose principal
assets is the capital stock of a wholly-owned subsidiary, Fidelity
Management & Research Company ("Fidelity"), which is also a
Massachusetts corporation. Fidelity is an investment advisor which is
registered under Section 203 of the Investment Advisors Act of 1940
and which provides investment advisory services to more than 30
investment companies which are registered under Section 8 of the
Investment Company Act of 1940 and serves as investment advisor to
certain other funds which are generally offered to limited groups of
investors (the "Fidelity Funds"). Fidelity Management Trust Company
("FMTC"), a wholly-owned subsidiary of FMR Corp. and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, serves as
trustee or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser to
certain other funds which are generally offered to limited groups of
investors (the "Accounts"). Various directly or indirectly held
subsidiaries of FMR are also engaged in investment management, venture
capital asset management, securities brokerage, transfer and
shareholder servicing and real estate development. The principal
offices of FMR, Fidelity, and FMTC are located at 82 Devonshire
Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory
and management services to a number of non-U.S. investment companies
or instrument trusts (the "International Funds") and certain
institutional investors. Prior to June 30, 1980, FIL was a majority-
owned subsidiary of Fidelity. On that date, the shares of FIL held by
Fidelity were distributed, as a dividend, to the shareholders of FMR.
FIL currently operates as an entity independent of FMR and Fidelity.
The International Funds and FIL's other clients, with the exception of
Fidelity and an affiliate of Fidelity, are non-U.S. entities. Various
foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common
stock of FMR. In addition, a partnership controlled by Mr. Johnson
and members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may be
cast by all holders of FIL voting stock. Mr. Johnson 3d is Chairman
of FMR Corp. and FIL. FMR Corp. and FIL are separate and independent
corporate entities. FMR Corp. and FIL are managed independently and
their boards of Directors are generally composed of different
individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
The Shares to which this statement relates are owned directly by
four of the Fidelity Funds, five of the Accounts, and by Fidelity
International Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of
1934 (the "1934 Act") and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning of
Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the
view that the Shares held by the other corporations need not be
aggregated for purposes of Section 13(d). However, FMR is making this
filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and
directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this
Item 2 or listed on Schedule A has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to any civil proceeding and as a result thereof was
or is subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned Shares purchased in the
aggregate 1,584,500 Shares for cash in the amount of approximately
$35,296,452, including brokerage commissions. The Fidelity Funds used
their own assets in making such purchase and no part of the purchase
price is represented by borrowed funds. Proceeds from 10,000 Shares
sold aggregated approximately $246,159. The attached Schedule B sets
forth Shares purchased and/or sold since June 8, 1995.
The Accounts of FMTC which own or owned Shares purchased in the
aggregate 478,100 Shares for cash in the amount of approximately
$9,107,384, including brokerage commissions. The Accounts used their
own assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Proceeds from 299,400 Shares sold
aggregated approximately $7,244,707. The attached Schedule B sets
forth Shares purchased and/or sold since June 8, 1995.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity and FMTC in having the Fidelity Funds and
the Accounts purchase Shares (see Item 5 below) is to acquire an
equity interest in the Company in pursuit of specified investment
objectives established by the Board of Trustees of the Fidelity Funds
and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the
Fidelity Funds and the Accounts purchase Shares subject to a number of
factors, including, among others, the availability of Shares of sale
at what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds and
Accounts.
Fidelity and FMTC, respectively, intend to review continuously
the equity position of the Fidelity Funds and Accounts in the Company.
Depending upon future evaluations of the business prospects of the
Company and upon other developments, including, but not limited to,
general economic and business conditions and money market and stock
market conditions, Fidelity may determine to cease making additional
purchases of Shares or to increase or decrease the equity interest in
the Company by acquiring additional Shares, or by disposing of all or
a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal which
relates to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale of
transfer of a material amount of assets involving the Company or any
of its subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the Company's
present capitalization or dividend policy or any other material change
in the Company's business or corporate structure, (iv) any change in
the Company's charter or by-laws, or (v) the Company's common stock
becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, FMTC, and FIL
beneficially own all 1,949,200 Shares, reference is made to Item 2 for
a disclaimer of beneficial ownership with respect to the securities
which are "beneficially owned" by the other corporations.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 1,574,500 Shares, or approximately
10.50% of the outstanding Shares of the Company, and through FMTC, the
managing agent for the Accounts, 178,700 Shares, or approximately
1.19% of the outstanding Shares of the Company. FIL beneficially
owns, as investment advisor to the International Funds, 196,000
Shares, or approximately 1.31% of the outstanding Shares of the
Company. Neither FMR, Fidelity, FMTC, nor any of its affiliates nor,
to the best knowledge of FMR, any of the persons name in Schedule A
hereto, beneficially owns any other Shares. The combined holdings of
FMR, Fidelity, FMTC, and FIL are 1,949,200 Shares, or approximately
13.00% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor to
the Fidelity Funds, and the Funds each has sole power to dispose of
the Shares. Neither FMR nor Mr. Johnson has the sole power to vote or
direct the voting of the 1,574,500 Shares owned directly by the
Fidelity Funds, which power resides with the Funds' Boards of
Trustees. Fidelity carries out the voting of the Shares under written
guidelines established by the Funds' Board of Trustees. FMR, through
its control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 178,700 Shares and sole
power to vote or to direct the voting of 102,600 Shares, and no power
to vote or to direct the voting of 76,100 Shares owned by the
Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any of
its affiliates, nor, to the best knowledge of FMR, any of the persons
named in Schedule A hereto has effected any transaction in Shares
during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge
of FMR, any of the persons named in Schedule A hereto has any joint
venture, finder's fee, or other contract or arrangement with any
person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be
drawn that no change has occurred in the facts set forth herein after
the date hereof.
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.
FMR Corp.
DATE: June 23, 1995 By: /s/Arthur Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The
business address of each person is 82 Devonshire Street, Boston,
Massachusetts 02109, and the address of the corporation or
organization in which such employment is conducted is the same as his
business address. All of the persons listed below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
SCHEDULE B
North American Mortgage Company
Three Fidelity Funds purchased Shares since June 8, 1995 at the dates
and at the prices set forth below. The transactions were made for
cash in open market transactions or with other investment companies
with the same or an affiliated investment advisor.
DATE SHARES PRICE
06-09-95 3,000 24.13
06-12-95 46,900 24.32
06-13-95 49,000 24.97
06-14-95 1,600 25.12
06-16-95 1,600 24.63
06-19-95 14,900 23.99
06-20-95 27,000 24.38
06-21-95 214,000 24.81
SCHEDULE B
North American Mortgage Company
One Fidelity Fund sold Shares since June 8, 1995 at the dates and at
the prices set forth below. The transactions were made for cash in
open market transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
06-16-95 10,000 24.67
SCHEDULE B
North American Mortgage Company
Two Accounts purchased Shares since June 8, 1995 at the dates and at
the prices set forth below. The transactions were made for cash in
open market transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
06-12-95 4,000 24.32
06-13-95 4,300 24.97
06-14-95 13,800 25.12
06-19-95 800 23.99
06-20-95 500 24.38
06-21-95 9,500 24.81
SCHEDULE B
North American Mortgage Company
One Account sold Shares since June 8, 1995 at the dates and at the
prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same
or an affiliated investment advisor.
DATE SHARES PRICE
06-09-95 25,000 24.38
06-12-95 25,000 24.33
06-13-95 17,500 24.96
06-14-95 25,000 25.06
06-15-95 25,000 24.75
06-16-95 20,000 24.67
06-19-95 33,900 24.04
