SCHEDULE 13D
Amendment No. 1
North American Mortgage Company
common stock
Cusip # 657037107
Filing Fee: No
Cusip # 657037107
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 196,000
Item 8: None
Item 9: 196,000
Item 10: None
Item 11: 1,949,200
Item 13: 13.00%
Item 14: HC, IA
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 Fidelity International Limited,
a Bermuda joint stock company incorporated for an unlimited duration
by private act of the Bermuda legislature ("FIL"). A separate
Schedule 13D is being filed by FMR Corp., a Massachusetts Corporation
("FMR"), with respect to the Shares. 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. The
principal office of FIL is located at Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda.
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 adviser which is registered
under Section 203 of the Investment Advisers 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 adviser 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.
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.
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 International Funds and accounts, which own or owned Shares,
purchased in the aggregate 198,000 Shares for cash in the amount of
approximately $4,686,057, including brokerage commissions. The
International Funds and accounts used their own assets in making such
purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 2,000 Shares sold aggregated approximately
$47,988. The attached Schedule B sets forth Shares purchased and/or
sold since June 8, 1995.
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 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.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of FIL or its subsidiaries in having the
International Funds and 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 Directors of the
International Funds.
FIL or its subsidiaries may continue to have the International
Funds and accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares for sale at what
FIL or its subsidiaries considers to be reasonable prices and other
investment opportunities that may be available to the International
Funds and accounts.
FIL and its subsidiaries intend to review continuously the equity
position of the International 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, FIL and its subsidiaries may determine to cause the
International Funds 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.
FIL and its subsidiaries have no present plan or proposal which
relates to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale or
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, 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) FIL beneficially owns, as investment adviser or the parent
of the investment adviser to the International Funds and accounts,
196,000 Shares, or approximately 1.31% of the outstanding Shares of
the Company. 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. 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) The International Funds, the International Pension Accounts
and FIL, as investment adviser to the International Funds and
International Pension Accounts, each has the sole power to vote and
the sole power to dispose of the 196,000 Shares held by the
International Funds and the International Pension Accounts. FIL has
the sole power to vote 196,000 shares and the sole power to dispose of
196,000 shares.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither FIL nor any of its affiliates nor, to the best knowledge
of FIL, 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.
Power of Attorney.
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.
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.
Fidelity International Limited
DATE: June 19, 1995 By /s/Arthur Loring
Arthur Loring
Attorney-in-Fact
SCHEDULE A
POSITION WITH
PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman of the Board Chief
Executive
82 Devonshire Street Officer-FMR Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
25 Lovat Lane Officer-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO-Fidelity
Oakhill House International Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, V.P., & Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Messrs. Johnson 3d, Byrnes, and Moreno are United
States citizens and Messrs. Cambridge, Collis, Saul, and Bateman are
citizens of the United Kingdom.
SCHEDULE B
North American Mortgage Company
Four International 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.
DATE SHARES PRICE
06-12-95 2,100 24.32
06-13-95 2,300 24.97
06-14-95 28,600 25.12
SCHEDULE B
North American Mortgage Company
One International 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.
DATE SHARES PRICE
06-19-95 2,000 24.04
