MEGO FINANCIAL CORP
SC 13G/A, 1999-02-16
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A
                       END OF YEAR FILING REQUIREMENT


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*




                           MEGO FINANCIAL CORPORATION
            ------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
            ------------------------------------------------------
                         (Title of Class of Securities)

                                   585162100
            ------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 1998
             ------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

     | x |      Rule 13d-1(b)

     |   |      Rule 13d-1(c)

     |   |      Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in 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).


                        (Continued on following page(s))

                               Page 1 of 10 Pages




<PAGE> 



CUSIP NO. 585162100                13G/A                  PAGE  2  OF 10  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Friedman, Billings, Ramsey Group, Inc.
     54-1837743


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [      ]
                                                         (b) [  X   ]


3    SEC USE ONLY




4    CITIZENSHIP OR PLACE OF ORGANIZATION
     Virginia


                    5    SOLE VOTING POWER
                         3,216,363



   NUMBER OF        6    SHARED VOTING POWER
    SHARES               0
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               3,216,363
     WITH


                    8    SHARED DISPOSITIVE POWER
                         0



9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,216,363



10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     15.31%


12   TYPE OF REPORTING PERSON*

     HC


                      *SEE INSTRUCTION BEFORE FILLING OUT!






<PAGE>

CUSIP NO. 585162100                 13G/A                  PAGE  3  OF 10  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Orkney  Holdings, Inc., a wholly owned subsidiary of Friedman, Billings,
     Ramsey Group, Inc.
     51-0381410


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [      ]
                                                         (b) [      ]


3    SEC USE ONLY




4    CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware


                    5    SOLE VOTING POWER
                         1,762,313



   NUMBER OF        6    SHARED VOTING POWER
    SHARES               1,454,050
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               1,762,313
     WITH


                    8    SHARED DISPOSITIVE POWER
                         1,454,050



9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,216,363



10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     15.31%


12   TYPE OF REPORTING PERSON*

     CO


                      *SEE INSTRUCTION BEFORE FILLING OUT!






<PAGE>

CUSIP NO. 585162100                   13G/A                PAGE  4  OF 10 PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Eric F. Billings


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [      ]
                                                         (b) [  X   ]


3    SEC USE ONLY




4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

                    5    SOLE VOTING POWER
                         0


   NUMBER OF        6    SHARED VOTING POWER
    SHARES               3,216,363
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               0
     WITH


                    8    SHARED DISPOSITIVE POWER
                         3,216,363



9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,216,363



10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     15.31%


12   TYPE OF REPORTING PERSON*

     IN


                      *SEE INSTRUCTION BEFORE FILLING OUT!





<PAGE>

CUSIP NO. 585162100                 13G/A               PAGE  5  OF 10  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Emanuel J. Friedman


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [      ]
                                                         (b) [  X   ]


3    SEC USE ONLY




4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

                    5    SOLE VOTING POWER
                         60,000



   NUMBER OF        6    SHARED VOTING POWER
    SHARES               3,216,363
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               60,000
     WITH


                    8    SHARED DISPOSITIVE POWER
                         3,216,363


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,276,363



10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     15.59%


12   TYPE OF REPORTING PERSON*

     IN


                      *SEE INSTRUCTION BEFORE FILLING OUT!







<PAGE>

CUSIP NO. 585162100                  13G/A               PAGE 6  OF 10  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     W. Russell Ramsey


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                         (a) [      ]
                                                         (b) [  X   ]


3    SEC USE ONLY




4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

                    5    SOLE VOTING POWER
                         0



   NUMBER OF        6    SHARED VOTING POWER
    SHARES               3,216,363
 BENEFICIALLY
   OWNED BY
     EACH
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON               0
     WITH


                    8    SHARED DISPOSITIVE POWER
                         3,216,363



9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,216,363



10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *



11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     15.31%


12   TYPE OF REPORTING PERSON*

     IN


                      *SEE INSTRUCTION BEFORE FILLING OUT!





<PAGE>

Item 1.    (a).    Name of Issuer: Mego Financial Corporation



           (b).    Address of Issuer's Principal Executive Offices:

                   4310 Paradise Road
                   Las Vegas, NV  89109

Item 2.    (a).    Name of Person Filing:

                   Friedman, Billings, Ramsey Group, Inc.




           (b).    Address of Principal Business Office or, if none, Residence:

                   1001 19th Street North
                   Arlington, VA 22209-1710



                               Page 7 of 10 Pages




<PAGE>

Item 2.    (c).    Citizenship: Virginia


           (d).    Title of Class of Securities: Common Stock


           (e).    CUSIP Number: 585162100


Item               3.  If  this   statement   is  filed   pursuant  to  sections
                   240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
                   filing is a:

                   (a)     [ ] Broker or dealer registered under section 15 of
                               the Act (15 U.S.C. 78o);
                   (b)     [ ] Bank as defined in section 3(a)(6) of the 
                               Act (15 U.S.C. 78c);
                   (c)     [ ] Insurance  company  as  defined  in  section
                               3(a)(19) of the Act (15 U.S.C. 78c.);
                   (d)     [ ] Investment company registered under section 8
                               of the Investment Company Act of 1940 (15 U.S.C.
                               80a-8);
                   (e)     [ ] An  investment  adviser  in  accordance  with
                               section 240.13d-1(b)(1)(ii)(E);
                   (f)     [ ] An employee benefit plan or endowment fund in
                               accordance with section 240.13d-1(b)(1)(ii) (F);
                   (g)     [X] A parent holding company or control person in
                               accordance with section 240.13d-1(b)(1)(ii)(G);
                   (h)     [ ] A savings associations as defined in 
                               section 3(b) of the Federal Deposit Insurance 
                               Act (12 U.S.C. 1813);
                   (i)     [ ] A  church  plan  that is  excluded  from  the
                               definition of an investment company under section
                               3(c)(14)  of the  Investment  Company Act of 1940
                               (15 U.S.C. 80a-3);
                   (j)     [ ] Group,   in   accordance   with   section
                               240.13d-1(b)(1) (ii)(J).



Item 4.            Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

           (a).    Amount beneficially owned: 3,216,363.


           (b).    Percent of class: 15.31%


           (c).    Number of shares as to which the person has:

                   (i)      Sole power to vote or to direct the vote  3,216,363.

                   (ii)     Shared power to vote or to direct the vote   0.   

                   (iii)    Sole power to dispose or to direct the disposition
                            of                                        3,216,363.

                   (iv)     Shared power to dispose or to direct the
                            disposition of                               0.


                               Page 8 of 10 Pages





<PAGE>

Item 5.            Ownership of Five Percent or Less of a  Class:

                   Not Applicable.


Item 6.            Ownership of More Than Five Percent on Behalf of Another
                   Person:

                   FBR Ashton, L.P.
                   Orkney Holdings, Inc.


Item 7.            Identification and Classification of Subsidiaries which
                   Acquired the Security Being Reported on by the Parent
                   Holding Company:

                   Friedman Billings Ramsey & Co., Inc.                   3(a)

                   Friedman Billings Ramsey Investment Management, Inc.   3(e)

                   Orkney Holdings, Inc.


Item 8.            Identification and Classification of Members of the Group:

                   Not Applicable



                               Page 9 of 10 Pages





<PAGE>

Item 9.            Notice of Dissolution of Group:

                   Not Applicable


Item 10.           Certification:

                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.

                   In accordance with Rule 13d-4 of the Securities  Exchange Act
                   of 1934, each of the persons filing this statement  expressly
                   disclaims the beneficial  ownership of the securities covered
                   by this  statement and the filing of this report shall not be
                   construed  as an  admission by such persons that they are the
                   beneficial owners of such securities.

                                    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.



                                      FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.

Dated:   February 16, 1999            By: /s/ Emanuel J. Friedman
                                      ---------------------------------
                                      Name:  Emanuel J. Friedman
                                      Title: Chairman


Dated:   February 16, 1999            ORKNEY HOLDINGS, INC.

                                      By:  /s/ Kurt R. Harrington
                                      ----------------------------------
                                      Name:  Kurt R. Harrington    
                                      Title: President


Dated:   February 16, 1999            /s/ Eric F. Billings
                                      ----------------------------------
                                      Eric F. Billings

                                      /s/ Emanuel J. Friedman 
Dated:   February 16, 1999            ----------------------------------
                                      Emanuel J. Friedman

                                      /s/ W. Russell Ramsey
Dated:   February 16, 1999            ----------------------------------
                                      W. Russell Ramsey



                               Page 10 of 10 Pages







EXHIBIT 1

      JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
        ORKNEY HOLDINGS, INC., ERIC F. BILLINGS, EMANUEL J. FRIEDMAN
                              AND W. RUSSELL RAMSEY

     WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange
Act of 1934 (the "Act"),  only one joint  statement and any  amendments  thereto
need to be filed  whenever  one or more  persons  are  required  to file  such a
statement or any  amendments  thereto  pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such statement or amendments thereto is filed on behalf of each of them;

     NOW, THEREFORE, the parties hereto agree as follows:

     FRIEDMAN,  BILLINGS, RAMSEY GROUP, INC., ORKNEY HOLDINGS, INC., ERIC F.
BILLINGS,  EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY hereby  agree,  in
accordance  with  Rule 13d-1(k)  under  the Act,  to file a statement on
Schedule  13G  relating to their ownership of Common Stock of the Issuer and do
hereby further agree that said statement shall be filed on behalf of each of
them.
                                      FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.

Dated:   February 16, 1999            By: /s/ Emanuel J. Friedman
                                      ---------------------------------
                                      Name:  Emanuel J. Friedman
                                      Title: Chairman


Dated:   February 16, 1999            ORKNEY HOLDINGS, INC.

                                      By:  /s/ Kurt R. Harrington
                                      ----------------------------------
                                      Name:  Kurt R. Harrington    
                                      Title: President


Dated:   February 16, 1999            /s/ Eric F. Billings
                                      ----------------------------------
                                      Eric F. Billings

                                      /s/ Emanuel J. Friedman 
Dated:   February 16, 1999            ----------------------------------
                                      Emanuel J. Friedman

                                      /s/ W. Russell Ramsey
Dated:   February 16, 1999            ----------------------------------
                                      W. Russell Ramsey                        

<PAGE>
Item 9.            Notice of Dissolution of Group:

                   Not Applicable


Item 10.           Certification:

                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.

                   In accordance with Rule 13d-4 of the Securities  Exchange Act
                   of 1934, each of the persons filing this statement  expressly
                   disclaims the beneficial  ownership of the securities covered
                   by this  statement and the filing of this report shall not be
                   construed  as an  admission by such persons that they are the
                   beneficial owners of such securities.

                                    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.



Dated:   February 16, 1999           FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.



                                       By:
                                      ------------------------------------------
                                      Name:  Emanuel J. Friedman
                                      Title: Chairman




Dated:   February 16, 1999            ORKNEY HOLDINGS, INC.



                                       By:
                                      ------------------------------------------
                                      Name:  Kurt R. Harrington    
                                      Title: President




Dated:   February 16, 1999                  
                                      ------------------------------------------
                                      Eric F. Billings




Dated:   February 16, 1999            ------------------------------------------
                                      Emanuel J. Friedman




Dated:   February 16, 1999            ------------------------------------------
                                      W. Russell Ramsey



                         Copy Page for Original Signatures



<PAGE>



EXHIBIT 1

      JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
        ORKNEY HOLDINGS, INC., ERIC F. BILLINGS, EMANUEL J. FRIEDMAN
                              AND W. RUSSELL RAMSEY

     WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange
Act of 1934 (the "Act"),  only one joint  statement and any  amendments  thereto
need to be filed  whenever  one or more  persons  are  required  to file  such a
statement or any  amendments  thereto  pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such statement or amendments thereto is filed on behalf of each of them;

     NOW, THEREFORE, the parties hereto agree as follows:

     FRIEDMAN,  BILLINGS, RAMSEY GROUP, INC., ORKNEY HOLDINGS, INC., ERIC F.
BILLINGS,  EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY hereby  agree,  in
accordance  with  Rule 13d-1(k)  under  the Act,  to file a statement on
Schedule  13G  relating to their ownership of Common Stock of the Issuer and do
hereby further agree that said statement shall be filed on behalf of each of
them.



Dated:   February 16, 1999           FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.



                                       By:
                                      ------------------------------------------
                                      Name:  Emanuel J. Friedman
                                      Title: Chairman




Dated:   February 16, 1999            ORKNEY HOLDINGS, INC.



                                       By:
                                      ------------------------------------------
                                      Name:  Kurt R. Harrington    
                                      Title: President




Dated:   February 16, 1999                  
                                      ------------------------------------------
                                      Eric F. Billings




Dated:   February 16, 1999            ------------------------------------------
                                      Emanuel J. Friedman




Dated:   February 16, 1999            ------------------------------------------
                                      W. Russell Ramsey




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