<PAGE>
As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. 333-24115
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 6162 87-0418807
- ------------------------------- --------------------------- ----------------------
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
(302) 478-6160
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
ANTHONY J. SANTILLI, JR.
Chairman, President, Chief Executive Officer,
Chief Operating Officer, Treasurer and Director
American Business Financial Services, Inc.
Balapointe Office Center
111 Presidential Boulevard
Suite 215
Bala Cynwyd, PA 19004
(610) 668-2440
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
JANE K. STORERO, ESQUIRE
Blank Rome Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, Pennsylvania 19103
(215) 569-5500
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective registration statement filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434 please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
The Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") and the Bylaws (the "Bylaws") of ABFS provide
for indemnification of its directors and officers to the full extent permitted
by Delaware law. In the event that the Delaware General Corporation Law (the
"Corporation Law") is amended to authorize corporate action further eliminating
or limiting the personal liability of directors and officers, the Certificate of
Incorporation and Bylaws provide the personal liability of the directors and
officers of ABFS shall be so eliminated or limited.
Section 145 of the Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding.
Section 145 of the Corporation Law provides that a company may pay
the expenses incurred by an officer or director in defending any civil,
criminal, administrative, or investigative action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding upon an undertaking
by or on behalf of such director or officer to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
corporation. The Certificate of Incorporation and Bylaws of ABFS provide that
ABFS shall pay such expenses.
The Company has obtained insurance to cover the Company's directors
and executive officers for liabilities which may be incurred in connection with
the offer, sale and registration of the Common Stock.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be incurred
in connection with the offering of the Investment Notes and the Money Market
Investment Accounts, other than under writing discounts and commissions, which
ABFS does not anticipate paying:
II-1
<PAGE>
SEC Registration Fee*............................................. $ 37,879
NASD Filing Fee................................................... 0
Printing, Engraving and Mailing .................................. 30,000
Legal Fees and Expenses........................................... 40,000
Accounting Fees and Expenses...................................... 15,000
Blue Sky Fees and Expenses........................................ 10,000
Miscellaneous..................................................... 2,967,121
-----------
TOTAL..................................................... $3,100,000
===========
_________________
* Exact; all other fees and expenses are estimates
Item 26. Recent Sales of Unregistered Securities.
On September 29, 1995, ABFS issued 225,012 shares of common stock to
Anthony J. Santilli, President of ABFS, upon the exercise of stock options at a
price of $2.67 per share.
Exemption from registration for the issuance described above was
claimed pursuant to Section 4(2) of the Securities Act, in reliance upon the
fact that such sales did not involve a public offering. Therefore, such
securities are subject to certain transfer restrictions.
Item 27. Financial Statements and Exhibits
The following documents were filed as part of this Registration
Statement.
(a) Financial Statements:
AMERICAN BUSINESS FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Reports of Independent Certified Public Accountants
Consolidated balance sheets as of June 30, 1996 and 1995
and March 31, 1997 (unaudited)
Consolidated statements of operations for the years ended
June 30, 1996, 1995 and 1994 and the nine months ended
March 31, 1997 and 1996 (unaudited)
Consolidated statements of stockholders' equity for the years
ended June 30, 1996, 1995 and 1994 and the nine months
ended March 31, 1997 (unaudited)
II-2
<PAGE>
Consolidated statements of cash flows for the years ended
June 30, 1996, 1995 and 1994 and the nine months ended
March 31, 1997 and 1996 (unaudited)
Notes to Consolidated Financial Statements
(b) Exhibits:
<TABLE>
<CAPTION>
Regulation S-B
Exhibit Number Description
- -------------- -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation (Incorporated by
reference from Exhibit 3.1 of ABFS' Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1996 filed on September 27, 1996, File No.
0-22472 (the "1996 Form 10-KSB")).
3.2 Bylaws of ABFS (Incorporated by reference from Exhibit 3.2 of the
Registration Statement on Form SB-2 filed December 27, 1996,
Registration Number 333-18919 (the "1997 Form SB-2")).
4.1 Form of Unsecured Investment Note (Incorporated by reference from
Exhibit 4.1 of Amendment No. 1 to the Registration Statement on Form
SB-2 filed April 29, 1994, Registration Number 33-76390 (the "Form
SB-2")).
4.2 Form of Unsecured Investment Note issued pursuant to Indenture with
First Trust, National Association, a national banking association.
(Incorporated by reference from Exhibit 4.5 of Amendment No. One to
the Registration Statement on Form SB-2 filed on December 14, 1995,
Registration Number 33-98636 (the "1996 Form SB-2")).
4.3 Form of Indenture by and between ABFS and First Trust, National
Association, a national banking association (Incorporated by reference
from Exhibit 4.6 of the Registration Statement on Form SB-2 filed on
October 26, 1995, Registration Number 33-98636).
4.4 Form of Indenture by and between ABFS and First Trust, National
Association, a national banking association.*
4.5 Form of unsecured Investment Note.*
5 Opinion of Blank Rome Comisky & McCauley.
- --------------------------------
* Previously filed.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Regulation S-B
Exhibit Number Description
- -------------- -----------
<S> <C>
10.1 Loan and Security Agreement between Upland Mortgage and
BankAmerica Business Credit, Inc. dated May 23, 1996 (Incorporated by
reference from the 1996 Form 10-KSB).
10.2 Amended and Restated Stock Option Plan (Incorporated by reference
from Exhibit 10.2 of the 1997 Form SB-2).
10.3 Stock Option Award Agreement (Incorporated by reference from Exhibit
10.1 of the Registration Statement on Form S-11 filed on February 26,
1993, Registration No. 33-59042 (the "Form S-11")).
10.4 Line of Credit Agreement by and between American Business Credit, Inc.
and Eagle National Bank (Incorporated by reference from Exhibit 10.4
of Amendment No. 1 to the Registration Statement on Form SB-2 filed
on April 29, 1993, Registration No. 33-59042 (the "1993 Form SB-2")).
10.5 Agreement dated April 12, 1993 between American Business Credit, Inc.
and Eagle National Bank (Incorporated by reference from Exhibit 10.5
of the 1993 Form SB-2).
10.6 1995 Stock Option Plan for Non-Employee Directors (Incorporated by
reference from Exhibit 10.6 of the Amendment No. 1 to the 1997
Form SB-2 filed on February 4, 1997 Registration No. 333-18919
(the "Amendment No. 1 to the 1997 Form SB-2")).
10.7 Form of Option Award Agreement for Non-Employee Directors Plan for
Formula Awards (Incorporated by reference from Exhibit 10.13 of the
1996 Form 10-KSB).
10.8 Interim Warehouse and Security Agreement between Upland Mortgage
and Prudential Securities Realty Funding Corporation dated April 25,
1996 (Incorporated by reference from Exhibit 10.14 of the 1996
Form 10- KSB).
10.9 Lease dated January 7, 1994 by and between TWC Realty Fund IV
Pennsylvania Trust and ABFS (Incorporated by reference from
Exhibit 10.9 of the Registration Statement on Form SB-2 filed
March 15, 1994, File No. 33-76390).
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Regulation S-B
Exhibit Number Description
- -------------- -----------
<S> <C>
10.10 First Amendment to Agreement of Lease by and between TCW Realty
Fund IV Pennsylvania Trust and ABFS dated October 24, 1994.
(Incorporated by reference from Exhibit 10.9 of ABFS' Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1995
(the "1995 Form 10-KSB")).
10.11 Second Amendment to Agreement of Lease by and between TWC Realty
Fund IV Pennsylvania Trust and ABFS dated December 23, 1994
(Incorporated by reference from Exhibit 10.10 of the 1995
Form 10-KSB).
10.12 Third Amendment to Lease between TWC Realty Fund IV Pennsylvania
Trust and ABFS dated July 25, 1995 (Incorporated by reference from
Exhibit 10.11 of the 1995 Form 10-KSB).
10.13 Revolving Credit and Security Agreement dated August 12, 1994
between ABFS, American Business Credit, Inc., HomeAmerican Credit,
Inc. and Meridian Bank (Incorporated by reference from Exhibit 10.7 of
the 1995 Form 10-KSB).
10.14 Promissory Note of Anthony J. Santilli, Jr. and Stock Pledge Agreement
dated September 29, 1995 (Incorporated by reference from Exhibit 10.14
of the 1996 Form SB-2).
10.15 Form of Employment Agreement with Anthony J. Santilli, Jr., Beverly
Santilli and Jeffrey M. Ruben (Incorporated by reference from Exhibit
10.15 of the Amendment No. 1 to the 1997 Form SB-2).
10.16 Management Incentive Plan (Incorporated by reference from Exhibit
10.16 of the 1997 Form SB-2).
10.17 Loan and Security Agreement dated December 12, 1996 between
American Business Credit, Inc. and Finova Capital Corporation
(Incorporated by reference from Exhibit 10.17 of the 1997 Form SB-2).
10.18 Form of Option Award Agreement for Non-Employee Directors Plan for
Non-Formula Awards (Incorporated by reference from Exhibit 10.18 of
the Amendment No. 1 to the 1997 Form SB-2).
10.19 Form of Pooling and Servicing Agreement related to the Company's loan
securitizations (Incorporated by reference from Exhibit 4.1 of ABFS'
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1995
(the "March 31, 1995 Form 10-QSB")).
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Regulation S-B
Exhibit Number Description
- -------------- -----------
<S> <C>
10.20 Form of Sales and Contribution Agreement related to the Company's
loan securitizations (Incorporated by reference from Exhibit 4.1 of the
March 31, 1995 Form 10-QSB).
10.21 Amendment to the Interim Warehouse and Security Agreement between
Upland Mortgage and Prudential Securities Realty Funding Corporation
dated ___________________.
10.22 Fourth Amendment to Lease between TWC Realty Fund IV Pennsylvania
Trust and ABFS dated April 9, 1996.
10.23 Fifth Amendment to Lease between TWC Realty Fund IV Pennsylvania
Trust and ABFS dated October 8, 1996.
10.24 Sixth Amendment to Lease between TWC Realty Fund IV Pennsylvania
Trust and ABFS dated March 31, 1997.
16 Letter on Change in Certifying Accountant (Incorporated by reference
from ABFS' Current Report on Form 8-K dated March 11, 1996,
File No. 0-22472).
21 Subsidiaries of the Company.
23.1 Consent of Fishbein & Company, P.C.
23.2 Consent of Blank Rome Comisky & McCauley (See Exhibit 5).
23.3 Consent of BDO Seidman LLP.
24.1 Power of attorney (included on signature page).
25 Statement of Eligibility and Qualification under the Trust Indenture Act
of 1939 on Form T-1.*
27 Financial Data Schedule.
99.1 Form of Prospectus Supplement.
99.2 Advertising Materials.
_________________
* Previously filed.
</TABLE>
Exhibit numbers correspond to the exhibits required by Item 601 of
Regulation S-B for a Registration Statement on Form SB-2.
II-6
<PAGE>
Item 28. Undertakings.
(a) As to Rule 415.
The small business issuer will:
(1) File, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-7
<PAGE>
(c) The small business issuer hereby will:
(1) For determining any liability under the Securities Act,
treat the information omitted from the form of prospectus
filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus
filed by the small business issuer under Rule 424(b)(1),
or (4) or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission
declared it effective.
(2) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form
of prospectus as a new registration statement for the
securities offered in the registration statement, and
that offering of the securities at that time as the
initial bona fide offering of those securities.
II-8
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, the City of
Philadelphia, Commonwealth of Pennsylvania on May 9, 1997.
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
Date: May 9, 1997 By:/S/ ANTHONY J. SANTILLI, JR.
----------- -----------------------------------
Anthony J. Santilli, Jr., Chairman, President,
Chief Executive Officer, Chief Operating Officer,
Treasurer and Director (Duly Authorized Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Santilli, his true and lawful
attorney-in-fact and agent with full power of substitution or resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ---------------------------- --------------------------------------------- -----------
<S> <C> <C>
/S/ ANTHONY J. SANTILLI, JR. Chairman, President, Chief Executive Officer, May 9, 1997
- ---------------------------- Chief Operating Officer, Treasurer and -----------
Anthony J. Santilli, Jr. Director (Principal Executive and Operating
Officer)
/S/ DAVID M. LEVIN Senior Vice President-Finance and Chief May 9, 1997
- ---------------------------- Financial Officer (Principal Financial and -----------
David M. Levin Accounting Officer)
/S/ LEONARD BECKER Director May 9, 1997
- ---------------------------- -----------
Leonard Becker
/S/ RICHARD KAUFMAN Director May 9, 1997
- ---------------------------- -----------
Richard Kaufman
/s/ MICHAEL DELUCA Director May 9, 1997
- ---------------------------- -----------
Michael DeLuca
/S/ HAROLD SUSSMAN Director May 9, 1997
- ---------------------------- ------------
Harold Sussman
</TABLE>
II-9
<PAGE>
EXHIBIT INDEX
S-B Exhibit Numbers Description
- ------------------- -----------
4.4 Form of Indenture*
4.5 Form of Investment Note*
5 Opinion of Blank Rome Comisky & McCauley
10.21 Amendment to the Interim Warehouse and Security Agreement
between Upland Mortgage and Prudential Securities Realty
Funding Corporation dated _________________
10.22 Fourth Amendment to Lease between TWC Realty Fund IV
Pennsylvania Trust and ABFS dated April 9, 1996
10.23 Fifth Amendment to Lease between TWC Realty Fund IV
Pennsylvania Trust and ABFS dated October 8, 1996
10.24 Sixth Amendment to Lease between TWC Realty Fund IV
Pennsylvania Trust and ABFS dated March 31, 1997
21 Subsidiaries of the Company
23.1 Consent of Fishbein & Company, P.C.
23.2 Consent of Blank Rome Comisky & McCauley (See Exhibit 5)
23.3 Consent of BDO Seidman LLP
24.1 Power of Attorney (included on signature page)
25 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 on Form T-1*
27 Financial Data Schedule
99.1 Form of Prospectus Supplement
99.2 Advertising Materials
________________
* Previously filed.
II-10
<PAGE>
[On Blank Rome Letterhead]
March 27, 1997
American Business Financial Services, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
Re: American Business Financial Services, Inc.
Unsecured, Subordinated Investment Notes and Unsecured,
Adjustable Rate, Subordinated Money Market Notes
Registration Statement on Form SB-2
-------------------------------------------------------
Gentlemen:
We have acted as counsel to American Business Financial Services, Inc.
(the "Company") in connection with the Registration Statement on Form SB-2 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the offer
and sale by the Company of up to $125,000,000 in principal amount of unsecured,
subordinated investment notes and unsecured, adjustable rate, subordinated money
market notes (the "Subordinated Debentures"). The Subordinated Debentures will
be issued pursuant to an indenture to be entered into between the Company and
First Trust, National Association, a national banking association, as trustee
(the "Indenture"). This opinion is being furnished pursuant to the requirements
of Item 601(b)(5) of Regulation S-B.
In rendering this opinion, we have examined only the documents listed
on Exhibit "A" attached hereto. We have not performed any independent
investigation other than the document examination described. Our opinion is
therefore qualified in all respects by the scope of that document examination.
We have assumed and relied, as to questions of fact and mixed questions of law
and fact, on the truth, completeness, authenticity and due authorization of all
certificates, documents and records examined and the genuineness of all
signatures. We have also assumed that the Indenture will be in the form filed as
an exhibit to the Registration Statement and will have been duly executed and
delivered by the Company and First Trust, National Association, a national
banking association, as trustee.
This opinion is limited to the laws of the State of Delaware and no
opinion is expressed as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
Subordinated Debentures that are being offered and sold by the Company pursuant
to the Registration Statement, when issued by the
<PAGE>
American Business Financial Services, Inc.
March 27, 1997
Page 2
Company as contemplated by the Registration Statement and in accordance with the
Indentures, will be binding obligations of the Company.
The opinions expressed herein are qualified in all respects by the
following: (a) no opinion is rendered as to the availability of equitable
remedies including, but not limited to, specific performance and injunctive
relief; (b) the effect of bankruptcy, reorganization, insolvency, fraudulent
conveyance, moratorium and other similar laws or equitable principles affecting
creditors' rights or remedies; and (c) the effect of applicable law and court
decisions which may now or hereafter limit or render unenforceable certain
rights and remedies.
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no
other or more extensive opinion is intended, implied or to be inferred beyond
the matters expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus, which is part of the Registration Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley
BLANK ROME COMISKY & McCAULEY
<PAGE>
EXHIBIT "A"
1. The Company's Amended and Restated Certificate of Incorporation.
2. The Company's Amended and Restated Bylaws.
3. The Company's Minute Books from June 1995 through the date hereof.
4. Form of Indenture filed as an exhibit to the Registration Statement.
5. The Registration Statement.
6. Good Standing Certificate from the Secretary of State of the State of
Delaware dated March 26, 1997.
<PAGE>
TO COME
<PAGE>
FOURTH AMENDMENT TO AGREEMENT
OF LEASE DATED JANUARY 7, 1994
THIS FOURTH AMENDMENT TO AGREEMENT OF LEASE is made this 9th day of
April, 1996, by and between TCW Realty Fund IV Pennsylvania Trust (the
"Landlord") and American Business Financial Services, Inc. ("Tenant").
WHEREAS, Tenant and Landlord entered into that certain Agreement of
Lease (the "lease") dated January 7, 1994, wherein Tenant leased from Landlord
suite 215 containing approximately 7,555 rentable square feet located on the
second floor of the office building located at 111 Presidential Boulevard,
Bala Cynwyd, PA (the "Lease"); and
WHEREAS, Tenant and Landlord entered into that certain First Amendment
to Agreement of Lease dated October 24, 1994, wherein Tenant expanded its
Premises to include Suite 252A comprising an additional area of 780 rentable
square feet; and
WHEREAS, Tenant and Landlord entered into that certain Second Amendment
to Agreement of Lease dated December 23, 1994, wherein Tenant further expanded
its Premises to include Suite 253 comprising approximately 1,650 rentable square
feet; and
WHEREAS, Tenant and Landlord entered into that certain Third Amendment
to Agreement of Lease dated July 25, 1995, wherein Tenant further expanded its
Premises to include Suites 256, 142, 252, 253, and 249; and
WHEREAS, Tenant and Landlord wish to further amend said Agreement of
Lease upon the terms and conditions hereinafter set forth; and
WHEREAS, all undefined terms used herein shall have the same meaning as
in the Lease.
NOW THEREFORE, in consideration of the foregoing and the terms,
covenants and agreements hereinafter set forth, Landlord and Tenant hereby agree
as follows:
1. Effective May 1, 1996, Tenant's Leased Premises shall include Suite
146 containing approximately 3,091 rentable square feet. Landlord shall deliver
Suite 146 in "as-is, where-is" condition with reasonable wear and tear from
prior occupants.
page 1 of 4
<PAGE>
2. Tenant covenants and agrees to pay regular and monthly installments
of Base Rent on or before the first day of each month for Suite 146 from May 1,
1996 until the expiration or sooner termination of the Lease in accordance with
the following schedule:
Year PSF Monthly Base Rent
---- --- -----------------
1 05/01/96 - 10/31/96 $23.00 $5,924.42
2 11/01/96 - 10/31/97 $23.69 $6,102.15
3 11/01/97 - 10/31/98 $24.40 $6,285.03
4 11/01/98 - 10/31/99 $25.13 $6,473.07
5 11/01/99 - 10/31/2000 $25.88 $6,666.25
3. Landlord shall provide Tenant with an Improvement Allowance (the
"Improvement Allowance") in a sum up to but not more than $37,000.00. The
Improvement Allowance shall only be utilized to improve the Leased Premises in
any manner Tenant desires provided that all such improvements shall, at a
minimum, conform to the minimum building standard specifications of the
Landlord. All improvements to the Leased Premises and expenditures from the
Improvement Allowance shall first be approved by Landlord whose approval shall
not be unreasonably withheld nor delayed. Tenant shall, at Tenant's sole cost,
retain all necessary architects, engineers and or space planners to determine
Tenant's desired layout for any and all improvements to be made hereunder and
Tenant shall promptly provide all necessary drawings and plans to Landlord's
approved contractors so as not to delay completion.
Tenant shall, upon presentation, pay, as Additional Rent, any and all
invoices for any expense in excess of the Improvement Allowance incurred in the
course of improving the Leased Premises.
It is hereby understood and agreed that delays in the completion of any
of the improvements to be made hereunder shall not operate to delay or excuse
any of Tenant's obligations pursuant to this Amendment of the Agreement of
Lease.
4. Tenant's Base Year for Suite 146, only, shall be the calendar year
1996.
5. Effective May 1, 1996, "Tenant's Proportionate Share", as the term
is defined in Paragraph (4) of the Lease, shall increase by .0179 (1.79%) such
that Tenant's Proportionate Share shall then be .1096 (10.96%). Tenant's Total
Leased Premises shall comprise approximately 18,909 square feet.
page 2 of 4
<PAGE>
6. All other terms and conditions contained in the Lease not specially
modified or amended herein, shall remain unchanged and continue in full force
and effect.
7. Exculpation. This Fourth Amendment to Agreement of Lease is executed
and delivered by (the "Trustee") not personally but solely as trustee under and
pursuant to that certain Declaration of Trust of TCW Realty Fund IV Pennsylvania
Trust dated as of May 10, 1991. Notwithstanding anything to the contrary set
forth herein, it is expressly understood and agreed by and between the parties
hereto (i) that each of the covenants, undertakings, obligations,
representations, warranties and agreements herein made on the part of Trustees,
while in form purporting to be covenants, undertakings, obligations,
representations, warranties and agreements of Trustees, are nevertheless each
and every one of them made and intended not a personal covenants, undertakings,
obligations, representations, warranties and agreements of Trustees for the
purpose or with the intent of binding Trustees personally, but are instead made
and intended for the purpose of binding only the assets of TCW Realty Fund IV
Pennsylvania Trust; (ii) that no personal liability or personal responsibility
is or on account of any covenants, undertakings, obligations, representations,
warranties and agreements contained in this Agreement of Lease, either express
or implied, all such liability or personal responsibility (if any) being
expressed waived and released; and (iii) Tenant agrees to look solely to the
assets of TCW Realty Fund IV Pennsylvania Trust for the enforcement of any
claims against Trustees arising pursuant to this Fourth Amendment to Agreement
of Lease.
8. The individuals signing this Addendum on behalf of the Tenant
represent and affirm that they have authority to bind Tenant and that any and
all requisite approvals of the Board of Directors, of Tenant, conferring such
authority have been obtained. Tenant shall, upon request, deliver to Landlord a
resolution of the Board of Directors of Tenant ratifying this Fourth Amendment
to Agreement of Lease.
[SIGNATURES ON NEXT PAGE]
page 3 of 4
<PAGE>
IN WITNESS WHEREOF, Landlord and Tenant have caused this Fourth Amendment to
Agreement of Lease to be executed by their duly authorized representatives on
the date first set forth above.
LANDLORD: TCW REALTY FUND IV PENNSYLVANIA TRUST,
A Pennsylvania Business Trust
BY: /s/ Timothy M. Shine BY: /s/ Mary Jane Turner
------------------------------- --------------------------------
Timothy M. Shine* Mary Jane Turner*
*not individually but solely as trustee under Declaration of Trust dated
May 10, 1991.
TENANT: AMERICAN BUSINESS FINANCIAL SERVICES, INC.
a Delaware Corporation
BY: /s/ Raymond S. Bucceroni BY: /s/ Anthony J. Santilli, Jr.
---------------------------- ----------------------------
Its: Senior Vice President Its: Chairman
---------------------------- ----------------------------
page 4 of 4
<PAGE>
FIFTH AMENDMENT TO AGREEMENT
OF LEASE
THIS FIFTH AMENDMENT TO AGREEMENT OF LEASE is made this 8th day of
October, 1996, by and between TCW Realty Fund IV Pennsylvania Trust (the
"Landlord") and American Business Financial Services, Inc. ("Tenant").
WHEREAS, Tenant and Landlord entered into that certain Agreement of
Lease (the "lease") dated January 7, 1994, wherein Tenant leased from Landlord
suite 215 containing approximately 7,555 rentable square feet located on the
second floor of the office building located at 111 Presidential Boulevard, Bala
Cynwyd, PA (the "Lease"); and
WHEREAS, Tenant and Landlord entered into that certain First Amendment
to Agreement of Lease dated October 24, 1994, wherein Tenant expanded its
Premises to include Suite 252A comprising an additional area of 780 rentable
square feet; and
WHEREAS, Tenant and Landlord entered into that certain Second Amendment
to Agreement of Lease dated December 23, 1994, wherein Tenant further expanded
its Premises to include Suite 253 comprising approximately 1,650 rentable
square feet; and
WHEREAS, Tenant and Landlord entered into that certain Third Amendment
to Agreement of Lease dated July 25, 1995, wherein Tenant further expanded its
Premises to include Suites 256, 142, 252, 253, and 249; and
WHEREAS, Tenant and Landlord entered into that certain Fourth Amendment
to Agreement of Lease dated April 9, 1996, wherein Tenant further expanded its
Premises to include Suite 146 comprising approximately 3,091 rentable square
feet; and
WHEREAS, Tenant and Landlord wish to further amend said Agreement of
Lease upon the terms and conditions hereinafter set forth; and
WHEREAS, all undefined terms used herein shall have the same meaning as
in the Lease.
NOW THEREFORE, in consideration of the foregoing and the terms,
covenants and agreements hereinafter set forth, Landlord and Tenant hereby agree
as follows:
1. The Lease for Suites 142, 252, 252A, 253 and 256 is hereby extended
for an additional period of Two (2) years and Three (3) months, commencing
November 1, 2000 (the "Commencement Date") and expiring at 12:00 p.m. midnight,
local time, on January 31, 2003 (the "Expiration Date").
PAGE 1 OF 6
<PAGE>
2. Effective November 1, 2000, the Base Rent schedule for Suites 142,
252, 252A, 253 and 256 will be in accordance with the following schedule:
Period PSF Monthly Base Rent
11/01/00 - 10/31/01 $24.92 $17,156.87
l1/01/01 - 01/31/03 $25.67 $17,674.28
3. The Lease for Suite 146 is hereby extended for an additional period
of Two (2) years and Three (3) months, commencing November 1, 2000 (the
"Commencement Date") and expiring at 12:00 p.m. midnight, local time, on January
31, 2003 (the "Expiration Date").
4. Effective November 1, 2000, the Base Rent schedule for Suite 146
will be in accordance with the following schedule:
Period PSF Monthly Base Rent
11/01/00 - 10/31/01 $26.66 $6,867.76
11/01/01 - 01/31/03 $27.46 $7,073.19
5. The Lease for Suite 215 is hereby extended for an additional period
of Two (2) years and Three (3) months, commencing November 1, 2000 (the
"Commencement Date") and expiring at 12:00 p.m. midnight, local time, on
January 31, 2003 (the "Expiration Date").
6. Effective November 1, 2000, the Base Rent schedule for Suite 215
will be in accordance with the following schedule:
Period PSF Monthly Base Rent
11/01/00 - 10/31/01 $22.75 $14,321.94
11/01/01 - 01/31/03 $23.43 $14,752.71
7. The Lease for Suite 151 is hereby extended for an additional period
of Three (3) years and Three (3) months, commencing November 1, 1999 (the
"Commencement Date") and expiring at 12:00 p.m. midnight, local time, on January
31, 2003 (the "Expiration Date").
8. Effective November 1, 1999, the Base Rent schedule for Suite 151
will be in accordance with the following schedule:
Period PSF Monthly Base Rent
11/01/99 - 10/31/00 $21.32 $2,753.33
PAGE 2 OF 6
<PAGE>
11/01/00 - 10/31/01 $21.96 $2,836.45
11/01/01 - 01/31/03 $22.62 $2,921.60
9. Effective November 15, 1996, Tenant's Leased Premises shall include
Suite 107 containing approximately 2,808 rentable square feet.
10. Tenant covenants and agrees to pay regular and monthly installments
of Base Rent on or before the first day of each month for Suite 107 from
November 15, 1996 until the expiration or sooner termination of the Lease in
accordance with the following schedule:
Period PSF Monthly Base Rent
11/15/96 - 11/30/97 $24.00 $5,616.00
12/01/97 - 11/30/98 $24.72 $5,784.48
12/01/98 - 11/30/99 $25.46 $5,957.64
12/01/99 - 11/30/00 $26.23 $6,137.82
12/01/00 - 01/31/03 $27.01 $6,320.34
11. Effective November 15, 1996, Tenant's Base Year with respect to
Suite 107, only, shall be the calendar year 1997. Effective November 15, 1996,
"Tenant's Proportionate Share" as the term is defined in Paragraph (4) of the
Lease, shall increase by .0163 (1.63%) such that Tenant's Proportionate Share
shall then be .1349 (13.49%). Tenant's Total Leased Premises shall thereafter
comprise approximately 23,267 rentable square feet.
12. Effective February 1, 1997, Tenant's Leased Premises shall include
Suite 115 and 104 containing approximately 2,062 rentable square feet and 3,209
rentable square feet, respectively.
13. Tenant covenants and agrees to pay regular and monthly installments
of Base Rent on or before the first day of each month for Suites 115 and 104
from February 1, 1997 until the expiration or sooner termination of the Lease in
accordance with the following schedule:
Period PSF Monthly Base Rent
02/01/97 - 01/31/98 $24.00 $10,542.00
02/01/98 - 01/31/99 $24.72 $10,858.26
02/01/99 - 01/31/00 $25.46 $11,183.31
02/01/00 - 01/31/01 $26.23 $11,521.53
02/01/01 - 01/31/03 $27.01 $11,864.14
14. Effective February 1, 1997, Tenant's Base Year with respect to
Suites 115 and 104, only, shall be the calendar year 1997. Effective February 1,
1997, "Tenant's Proportionate Share" as the term is defined in Paragraph (4) of
the Lease, shall increase by .0306 (3.06%) such that
PAGE 3 OF 6
<PAGE>
Tenant's Proportionate Share shall then be .1654 (16.54%). Tenant's Total Leased
Premises shall thereafter comprise approximately 28,538 rentable square feet.
15. Tenant Improvements: Landlord will provide Tenant with an
Improvement Allowance in the following amounts, to be utilized for Tenant
Improvements, only, with all such work to be approved by Landlord in advance,
and such approval not to be unreasonably withheld or delayed, and disbursed on
the following dates:
Area Allowance Disbursement Date
Suite 107 $30,000 11/15/96
Suite 115 $37,116 02/01/97
Suite 104 $24,068 02/01/97
Suite 215 $29,140 11/01/00
Suite 142/146 $29,491 11/01/00
Suite 253/252 $14,395 11/01/00
In the event total construction costs for each of the respective suites
(inclusive of fees and permits) exceeds the above allowance, Tenant may elect to
pay such overage as Additional Rent promptly upon commencement of the Lease
term, or at its discretion Tenant shall have the right to exercise within three
(3) days after the receipt of Landlord's notice of such excess costs, and during
the budgeting phase but prior to actual commencement of construction, to notify
Landlord of its desire to eliminate certain items from the scope of work to
reduce the aforesaid excess costs. Any sums not utilized fully within sixty (60)
days of the Disbursement Date will revert to the Landlord.
Notwithstanding anything contained hereinabove to the contrary, with
respect to the above allowances for Suites 215, 142, 146, 253 and 252, only, on
or within Sixty (60) days following November 1, 2000, Tenant may submit actual
paid receipts for all reasonable tenant improvements performed in the Premises
with Landlord's prior consent from the date of this Agreement and prior to
November 1, 2000. Within thirty (30) days after presentation of the receipts,
Landlord will reimburse Tenant in an amount up to but not to exceed the
substantiated receipts or the allowance, whichever is lesser. Any remaining
allowance, if any, may be utilized within Sixty (60) days of November 1, 2000,
for additional Tenant Improvements, or such unused allowance will revert to the
Landlord.
16. Right of First Refusal: Tenant will be given the right of refusal
to lease Suites 109, 111, 209, 211 and 150 upon the expiration of each of their
respective lease terms, which are 03/05/98, 08/31/98, 03/04/98, 04/30/98 and
07/31/98, respectively. Tenant may at anytime at least seven (7) months prior to
the expiration of the current tenants' lease terms, exercise its option rights
by notifying Landlord of its intent to expand into the respective suite(s).
Landlord and Tenant will have thirty (30) days from the date of Tenant's notice
to negotiate in good faith the terms of the expansion, which will be consistent
with fair market terms then being offered by the
PAGE 4 OF 6
<PAGE>
Landlord for other comparable space in BalaPointe Office Centre, and will not be
conditioned on any extension of the Lease Term for any other spaces currently
under lease to Tenant. In the event Tenant and Landlord fail to negotiate a
binding agreement within the thirty (30) day period, the option for such suite
will be void, and Landlord shall have no further obligation to Tenant with
respect to such suite.
17. All other terms and conditions contained in the Lease not specially
modified or amended herein, shall remain unchanged and continue in full force
and effect.
18. Exculpation. This Fifth Amendment to Agreement of Lease is executed
and delivered by the undersigned trustees (the "Trustees") not personally but
solely as Trustees under and pursuant to that certain Declaration of Trust of
TCW Realty Fund IV Pennsylvania Trust dated as of May 10, 1991. Notwithstanding
anything to the contrary set forth herein, it is expressly understood and agreed
by and between the parties hereto (i) that each of the covenants, undertakings,
obligations, representations, warranties and agreements herein made on the part
of Trustees, while in form purporting to be covenants, undertakings,
obligations, representations, warranties and agreements of Trustees, are
nevertheless each and every one of them made and intended not a personal
covenants, undertakings, obligations, representations, warranties and agreements
of Trustees for the purpose or with the intent of binding Trustees personally,
but are instead made and intended for the purpose of binding only the assets of
TCW Realty Fund IV Pennsylvania Trust; (ii) that no personal liability or
personal responsibility is or on account of any covenants, undertakings,
obligations, representations, warranties and agreements contained in this
Agreement of Lease, either express or implied, all such liability or personal
responsibility (if any) being expressly waived and released; and (iii) Tenant
agrees to look solely to the assets of TCW Realty Fund IV Pennsylvania Trust for
the enforcement of any claims against Trustees arising pursuant to this Fifth
Amendment to Agreement of Lease.
19. The individuals signing this Addendum on behalf of the Tenant
represent and affirm that they have authority to bind Tenant and that any and
all requisite approvals of the Board of Directors of Tenant, conferring such
authority have been obtained. Tenant shall, upon request, deliver to Landlord a
resolution of the Board of Directors of Tenant ratifying this Fifth Amendment to
Agreement of Lease.
[Signatures on Next Page)
PAGE 5 OF 6
<PAGE>
IN WITNESS WHEREOF, Landlord and Tenant have caused this Fifth
Amendment to Agreement of Lease to be executed by their duly authorized
representatives on the date first set forth above.
LANDLORD: TCW REALTY FUND IV PENNSYLVANIA TRUST,
A Pennsylvania Business Trust
BY: /s/ Joseph Markling BY: /s/ Pamula Muller
------------------------- ------------------------------
Joseph Markling* Authorized Signatory
*not individually but solely as trustee under Declaration of Trust dated
May 10, 1991.
TENANT: AMERICAN BUSINESS FINANCIAL SERVICES, INC.
a Delaware Corporation
BY: /s/ Raymond S. Bucceroni BY: /s/ Anthony J. Santilli, Jr.
------------------------- ------------------------------
Its: S.V.P. Its: PRES.
------------------------- ------------------------------
----------------------------------
(Seal)
----------------------------------
(Seal)
----------------------------------
(Seal)
PAGE 6 OF 6
<PAGE>
SIXTH AMENDMENT TO AGREEMENT
OF LEASE
THIS SIXTH AMENDMENT TO AGREEMENT OF LEASE is made this 31st day of
March, 1997, by and between TCW Realty Fund IV Pennsylvania Trust (the
"Landlord") and American Business Financial Services, Inc. ("Tenant").
WHEREAS, Tenant and Landlord entered into that certain Agreement of
Lease (the "Lease") dated January 7, 1994, wherein Tenant leased from Landlord
suite 215 containing approximately 7,555 rentable square feet located on the
second floor of the office building located at 111 Presidential Boulevard, Bala
Cynwyd, PA (the "Building"); and
WHEREAS, Tenant and Landlord entered into that certain First Amendment
to Agreement of Lease dated October 24, 1994, wherein Tenant expanded its
Premises to include Suite 252A comprising an additional area of 780 rentable
square feet; and
WHEREAS, Tenant and Landlord entered into that certain Second Amendment
to Agreement of Lease dated December 23, 1994, wherein Tenant further expanded
its Premises to include Suite 253 comprising approximately 1,650 rentable square
feet; and
WHEREAS, Tenant and Landlord entered into that certain Third Amendment
to Agreement of Lease dated July 25, 1995, wherein Tenant further expanded its
Premises to include Suites 256, 142, 252, 253, and 249; and
WHEREAS, Tenant and Landlord entered into that certain Fourth Amendment
to Agreement of Lease dated April 9, 1996, wherein Tenant further expanded its
Premises to include Suite 146 comprising approximately 3,091 rentable square
feet; and
WHEREAS, Tenant and Landlord entered into that certain Fifth Amendment
to Agreement of Lease dated October 8, 1996, wherein Tenant extended the
respective lease terms and modified the Base Rent schedules for Suites 142, 146,
151, 215, 252, 252A, 253, 256 comprising approximately 20,459 rentable square
feet; and wherein Tenant further expanded its Premises to include Suites 102,
107, 115 comprising approximately 8,079 rentable square feet; and
WHEREAS, Tenant and Landlord wish to further amend said Agreement of
Lease upon the terms and conditions hereinafter set forth; and
WHEREAS, all undefined terms used herein shall have the same meaning as
in the Lease.
NOW THEREFORE, in consideration of the foregoing and the terms,
covenants and agreements hereinafter set forth, Landlord and Tenant hereby agree
as follows:
PAGE 1 OF 3
<PAGE>
1. Effective May 1, 1997, Tenant's Leased Premises shall include Suites
247 and 248 containing approximately 2,676 rentable square feet for a period of
five (5) years, nine (9) months commencing May 1, 1997 (the "Commencement Date")
and expiring at 12:00 p.m. midnight, local time, on January 31, 2003 (the
"Expiration Date")
2. Effective May 1, 1997, the Base Rent schedule for Suites 247 and 248
will be as follows:
Period PSF Monthly Annually
------ --- ------- --------
1 5/l/97 - 4/30/98 $24.00 $5,352.00 $64,224.00
2 5/1/98 - 4/30/99 $24.72 $5,512.56 $66,150.72
3 5/l/99 - 4/30/00 $25.46 $5,677.58 $68,130.96
4 5/1/00 - 4/30/01 $26.22 $5,847.06 $70,164.72
5 5/1/01 - 4/30/02 $27.00 $6,021.00 $72,252.00
6 5/l/02 - 1/31/03 $27.82 $6,203.86 $74,446.32
3. Effective May 1, 1997, Tenant's Base Year with respect to Suites 247
and 248, only, shall be the calendar year 1997.
4. Effective May 1, 1997, "Tenant's Proportionate Share" as the term is
defined in Paragraph (4) of the Lease, shall increase by .0155 (1.55%) such that
Tenant's Proportionate Share shall then be .1810 (18.10%). Tenant's Total
Leased Premises shall thereafter comprise approximately 31,214 rentable square
feet.
5. Suites 247 and 248 shall be delivered to Tenant in broom clean
condition.
6. Landlord shall provide Tenant with an improvement allowance of up to
but not to exceed Thirteen Thousand Three Hundred Eighty Dollars ($13,380.00) to
be utilized for the purposes of performing renovations to the Premises.
7. All other terms and conditions contained in the Lease, as previously
modified, not specially modified or amended herein, shall remain unchanged and
continue in full force and effect.
8. Exculpation. This Sixth Amendment to Agreement of Lease is executed
and delivered by the undersigned trustees (the "Trustees") not personally but
solely as Trustees under and pursuant to that certain Declaration of Trust of
TCW Realty Fund IV Pennsylvania Trust dated as of May 10, 1991. Notwithstanding
anything to the contrary set forth herein, it is expressly understood and agreed
by and between the parties hereto (I) that each of the covenants, undertakings,
obligations, representations, warranties and agreements herein made on the part
of Trustees, while in form purporting to be covenants, undertakings,
obligations, representations, warranties and agreements of Trustees, are
nevertheless each and every one of them made and
PAGE 2 OF 3
<PAGE>
intended not a personal covenants, undertakings, obligations, representations,
warranties and agreements of Trustees for the purpose or with the intent of
binding Trustees personally, but are instead made and intended for the purpose
of binding only the assets of TCW Realty Fund IV Pennsylvania Trust; (ii) that
no personal liability or personal responsibility is or on account of any
covenants, undertakings, obligations, representations, warranties and agreements
contained in this Agreement of Lease, either express or implied, all such
liability or personal responsibility (if any) being expressly waived and
released; and (iii) Tenant agrees to look solely to the assets of TCW Realty
Fund IV Pennsylvania Trust for the enforcement of any claims against Trustees
arising pursuant to this Sixth Amendment to Agreement of Lease.
9. This Amendment supersedes all prior or contemporaneous agreements and/or
negotiations, written or oral, regarding the subject matter, terms and
conditions of this Sixth Amendment to Agreement of Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Sixth Amendment to
Agreement of Lease to be executed by their duly authorized representatives on
the date first set forth above.
LANDLORD: TCW REALTY FUND IV PENNSYLVANIA TRUST,
A Pennsylvania Business Trust
BY: /s/ Joseph Markling BY: /s/ Mary Jane Turner
------------------------------- --------------------------------
Joseph Markling* Mary Jane Turner*
*not individually but solely as trustee under Declaration of Trust dated
May 10, 1991.
TENANT: AMERICAN BUSINESS FINANCIAL SERVICES, INC.
a Delaware Corporation
BY: /s/ Anthony J. Santilli, Jr. BY: /s/ Raymond S. Bucceroni
-------------------------------- --------------------------------
Anthony J. Santilli, Jr. Raymond S. Bucceroni
President Senior Vice President
------------------------------------
(Seal)
------------------------------------
(Seal)
PAGE 3 OF 3
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY
<TABLE>
<CAPTION>
JURISDICTION
PARENT SUBSIDIARY OF INCORPORATION
- ------------------------------- ----------------------------------------------- ------------------------------
<S> <C> <C>
American Business American Business Credit, Inc. ("ABC") Pennsylvania
Financial Services, Inc.
("ABFS")
ABFS ABFS Securities, Inc. Delaware
ABC Processing Service Center, Inc. Pennsylvania
ABC HomeAmerican Credit, Inc. ("HAC")(1) Pennsylvania
ABC HomeAmerican Consumer Discount, Inc. Pennsylvania
ABC American Business Leasing, Inc. Pennsylvania
ABC ABC Holdings Corporation Pennsylvania
ABC American Business Finance Corporation Delaware
ABC & HAC ABFS 1995-1, Inc. Delaware
ABC & HAC ABFS 1995-2, Inc. Delaware
ABC & HAC ABFS 1996-1, Inc. Delaware
ABC & HAC ABFS 1996-2, Inc. Delaware
ABC & HAC ABFS 1997-1, Inc. Delaware
(1) HomeAmerican Credit, Inc. is doing business as Upland Mortgage.
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
American Business Financial Services, Inc.
We hereby consent to the use in this Registration Statement on Form
SB-2 Amendment #1 of our report dated September 20, 1995, relating to the
consolidated financial statements of American Business Financial Services, Inc.
and subsidiaries. We also consent to the reference to our firm under the caption
"Experts" in the Prospectus.
/s/ Fishbein & Company, P.C.
FISHBEIN & COMPANY, P.C.
Elkins Park, Pennsylvania
May 9, 1997
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
American Business Financial Services, Inc.
Bala Cynwyd, PA
We hereby consent to the use in this Amendment No. 1 to the
Registration Statement on Form SB-2 of our report dated August 23, 1996,
relating to the consolidated financial statements of American Business Financial
Services, Inc. and subsidiaries.
We also consent to the reference to our firm under the caption
"Experts" in the Prospectus.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Philadelphia, Pennsylvania
May 9, 1997
<PAGE>
TO COME
<PAGE>
TO COME
