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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)(1)
ORLEANS HOMEBUILDERS, INC.
(Formerly named FPA CORPORATION)
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(Name of issuer)
Common Stock, par value $.10 per share
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(Title of class of securities)
686588-10-4
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(CUSIP number)
Mark Migliaccio, Drinker Biddle & Reath LLP, PNB Building, Suite 1100
1345 Chestnut Street, Philadelphia, PA 19107-3496 (215) 988-2700
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 1, 1999
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 686588-10-4 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey P. Orleans
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 11,227,708 shares
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY 5,000 shares
OWNED BY
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9 SOLE DISPOSITIVE POWER
EACH 11,227,708 shares
REPORTING
PERSON WITH
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10 SHARED DISPOSITIVE POWER
5,000 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,232,008 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 686588-10-4 13D Page 3 of 4 Pages
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Item 5. Interest in Securities of the Issuer.
Following the acquisitions and dispositions described herein, Mr.
Orleans has sole or shared voting and dispositive power as to an aggregate of
11,232,708 shares of the Common Stock of Orleans Homebuilders, Inc. (the
"Company"), or 73.1% of the outstanding Common Stock (calculated as required by
Rule 13d-3(d)(1)).
Of the total of 11,232,708 shares reflected as beneficially owned by
Mr. Orleans, (a) 11,227,008 shares are held directly, (b) 700 shares are held as
custodian for minor children, and (c) Mr. Orleans is a 50% stockholder of a
corporation which owns 10,000 shares.
Mr. Orleans has sole voting and dispositive power with respect to the
shares reflected in clauses (a) and (b) of the immediately proceeding paragraph.
He has shared voting and dispositive power with respect to the shares reflected
in clause (c) of the immediately preceding paragraph. Mr. Orleans has no
interest in dividends and proceeds of sales of shares described in clause (b) of
the immediately preceding paragraph, and he disclaims beneficial ownership of
such shares.
The only changes in beneficial ownership by Mr. Orleans of equity
securities of the Company reported by this Amendment No. 20 to Schedule 13D
arise from the issuance by the Company of 100,000 shares of its Series D
Preferred Stock (the "Series D Shares") to Mr. Orleans on October 20, 1998. The
Series D Shares became convertible into 2,000,000 shares of Common Stock by
reason of approval of the listing of the underlying shares of Common Stock on
the American Stock Exchange on February 1, 1999. See Item 6 for a description of
the these proceedings.
Item 6. Contracts, Arrangements or Understandings with Respect to Securities
of the Issuer.
On April 20, 1998, the Company's Board of Directors (the "Board")
approved, subject to the receipt of a written opinion confirming the fairness of
the transaction from an investment banking firm satisfactory to the Board, the
exchange with Mr. Orleans of an aggregate of $3 million of indebtedness,
represented by the Company's $2 million Variable Rate Note due December 31, 2000
(the "Variable Rate Note") and two demand notes aggregating $1 million (the
"Demand Notes"), for the Series D Shares. On September 24, 1998, the Board
received the written opinion of Howard, Lawson & Co. to the effect that the
proposed exchange with Mr. Orleans was fair to the stockholders of the Company,
other than Mr. Orleans, from a financial point of view. The Board then took
final action to authorize the terms of the Series D Shares and the execution of
an Exchange Agreement with Mr. Orleans. The Company entered into an Exchange
Agreement, as of October 13, 1998, with Mr. Orleans under which Mr. Orleans
exchanged the Variable Rate Note and the Demand Notes for the Series D Shares.
The Series D Shares were issued from the 500,000 shares of Preferred
Stock authorized under the Company's Certificate of Incorporation. The Series D
Shares have a liquidation value of $3,000,000, or $30.00 per share, and require
dividends at the annual rate of 7% of the liquidation value. The dividends are
cumulative and are payable quarterly, beginning December 1, 1998. The Series D
Shares are redeemable by the Company at any time after December 31, 2003, in
whole or in part, at a cash redemption price equal to the liquidation value
thereof plus all accrued and unpaid
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CUSIP No. 686588-10-4 13D Page 4 of 4 Pages
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dividends on such shares to the date of redemption. The Series D Shares are
convertible into 2,000,000 shares of Common Stock at a conversion price of $1.50
per common share, upon the approval by the American Stock Exchange of a
supplemental listing application covering such shares. The American Stock
Exchange approved the Company's listing application on February 1, 1999. The
closing price of the Company's Common Stock on the American Stock Exchange on
April 20, 1998 (the date of Board approval of the issuance) was $1.19.
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.
DATE: February 23, 1999 /s/ Jeffrey P. Orleans
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Jeffrey P. Orleans
