<PAGE>
<TABLE>
<CAPTION>
- -------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION ----------------------------
FORM 3 WASHINGTON, D.C. 20549 OMB APPROVAL
- -------- ----------------------------
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES OMB Number: 3235-0104
Expires: September 30, 1998
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Estimated average burden
Section 17(a) of the Public Utility Holding Company Act of 1935 or hours per response .... 0.5
(Print or Type Responses) Section 30(f) of the Investment Company Act of 1940 ----------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S><C>
1. Name and Address of Reporting Person* 2. Date of Event Re- 4. Issuer Name AND Ticker or Trading Symbol
quiring Statement
Travelers Group Inc. + (Month/Day/Year) IMC Mortgage Company (IMCC)
- ------------------------------------------------- -----------------------------------------------------------
(Last) (First) (Middle) 07/14/1998 5. Relationship of Reporting Person(s) 6.If Amendment, Date
----------------------- to Issuer (Check all applicable) of Original
3. IRS or Social Se- Director X 10% Owner (Month/Day/Year)
curity Number of ---- ----
388 Greenwich Street Reporting Person Officer (give Other (specify --------------------
- ------------------------------------------------- (Voluntary) title below) below) 7. Individual or
(Street) 52-1568099 ---- ---- Joint/Group Filing
(Check Applicable
Line)
--------------------------- Form filed by One
Reporting Person
---
Form filed by
More than One
X Reporting Person
New York New York 10013 ---
- -----------------------------------------------------------------------------------------------------------------------------------
(City) (State) (Zip) TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
- -----------------------------------------------------------------------------------------------------------------------------------
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned Form: Direct Ownership (Instr. 5)
(Instr. 4) (D) or Indirect
(I) (Instr. 5)
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock NONE
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person, SEE Instruction 5(b)(v). SEC 1473 (7-97)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED
TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM 3 (CONTINUED) TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE
SECURITIES)
- -----------------------------------------------------------------------------------------------------------------------------------
<S><C>
1. Title of Derivative Security 2. Date Exer- 3. Title and Amount of Securities 4. Conver 5. Owner- 6.Nature of
(Instr. 4) cisable and Underlying Derivative Security sion or ship Indirect
Expiration (Instr. 4) Exercise Form of Beneficial
Date Price of Deriv- Ownership
(Month/Day/ Deri- ative (Instr. 5)
Year) vative Security:
-------------------------------------------------- Security Direct
Amount (D) or
Date Expir- or Indirect
Exer- ation Title Number (I)
cisable Date of
Shares (Instr. 5)
- -----------------------------------------------------------------------------------------------------------------------------------
Class A Convertible
Preferred Stock 7/14/1998 +++ Common Stock 4,789,272+++ $10.44 I ++
- -----------------------------------------------------------------------------------------------------------------------------------
Class B Convertible
Preferred Stock 7/14/1998 +++ Common Stock 1,333,333+++ $22.50 I ++
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Explanation of Responses:
+ Travelers Group Inc. is making this joint filing on Form 3 on its behalf and on behalf of the entities and individuals listed
on Annex A hereto in accordance with instruction 5(b)(v) to this Form 3 and has signed this Form 3 on its behalf. The
signatures of each of the entities and individuals on whose behalf Travelers Group Inc. is making this joint filing
appear on Annex C attached hereto.
++ Please see section (a) of Annex B hereto
+++ Please see section (b) of Annex B hereto
TRAVELERS GROUP INC.+
By: /s/ Stephanie B. Mudick 7/24/1998
**Intentional misstatements or omissions of facts constitute Federal **Signature of Reporting Person Date
Criminal Violations. SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
SEE Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number. Page 2 of 7
SEC 1473 (7-97)
</TABLE>
<PAGE>
ANNEX A TO FORM 3
Travelers Group Inc. is making this joint filing on Form 3 on its own behalf and
on behalf of the following entities:
1. Travelers Casualty and Surety Company (I.R.S. Identification No. 06-6033504)
2. The Travelers Insurance Company (I.R.S. Identification No. 06-0566090)
3. Greenwich Street Investments II, L.L.C. (I.R.S. Identification No.
13-4012044)
4. Greenwich Street Capital Partners II, L.P. (I.R.S. Identification No.
13-4012047)
5. GSCP Offshore Fund, L.P. (I.R.S. Identification No. 52-2110184)
6. Greenwich Fund, L.P. (I.R.S. Identification No. 13-4012046)
7. Alfred C. Eckert III
8. Keith W. Abell
9. Sanjay H. Patel
Page 3 of 7
<PAGE>
ANNEX B TO FORM 3
(a) In response to Item 4 of Table I and Item 6 of Table II of this Form 3,
listed below is the nature of beneficial ownership of each of the individuals
and entities on whose behalf Travelers Group Inc. ("TRV") is making this joint
filing on Form 3:
(i) Greenwich Street Capital Partners II, L.P. ("GSCP II") is the direct
beneficial owner of 4,520,720 shares of Common Stock. GSCP II hereby disclaims
beneficial ownership of the securities reported on this Form 3 of which each of
TRV and The Travelers Insurance Company ("TIC") may be deemed to have indirect
beneficial ownership and in which Travelers Casualty and Surety Company
("Casualty and Surety") has direct beneficial ownership. In addition, GSCP II
disclaims beneficial ownership of any other securities reported on this
Form 3 in which it does not have a pecuniary interest as calculated pursuant
to the rules and regulations promulgated under Section 16 of the Securities
Act of 1933, as amended.
(ii) Greenwich Offshore Fund, L.P. ("GSCP Offshore") is the direct
beneficial owner of 70,800 shares of Common Stock. GSCP Offshore hereby
disclaims beneficial ownership of the securities reported on this Form 3 of
which each of TRV and TIC may be deemed to have indirect beneficial ownership
and in which Casualty and Surety has direct beneficial ownership. In addition,
GSCP Offshore disclaims beneficial ownership of any other securities reported
on this Form 3 in which it does not have a pecuniary interest as calculated
pursuant to the rules and regulations promulgated under Section 16 of the
Securities Act of 1933, as amended.
(iii) Greenwich Fund, L.P. ("Greenwich Fund") is the direct beneficial
owner of 306,563 shares of Common Stock. Greenwich Fund hereby disclaims
beneficial ownership of the securities reported on this Form 3 in which each
of TRV and TIC may be deemed to have indirect beneficial ownership and in
which Casualty and Surety has direct beneficial ownership. In addition,
Greenwich Fund disclaims beneficial ownership of any other securities
reported on this Form 3 in which it does not have a pecuniary interest as
calculated pursuant to the rules and regulations promulgated under Section 16
of the Securities Act of 1933, as amended.
(iv) By virtue of its position as general partner of GSCP II, GSCP
Offshore and Greenwich Fund, Greenwich Street Investments II, L.L.C. ("GSI")
may be deemed to be the indirect beneficial owner of 4,898,084 shares of
Common Stock. As the general partner of each of GSCP II, GSCP Offshore and
Greenwich Fund, L.P., GSI may be deemed to have indirect beneficial ownership
of the securities reported on this Form 3 as directly beneficially owned by
each of GSCP II, GSCP Offshore and Greenwich Fund. GSI hereby disclaims
beneficial ownership of the securities reported on this Form 3 as directly
beneficially owned by Casualty and Surety. In addition, GSI disclaims
beneficial ownership of any other securities reported on this Form 3 in
which it does not have a pecuniary interest as calculated pursuant to the
rules and regulations promulgated under Section 16 of the Securities
Act of 1933, as amended.
(v) By virtue of their position as managing members of GSI, Messrs.
Alfred C. Eckert III, Keith W. Abell, Sanjay H. Patel and TIC may be deemed
indirect beneficial owners of 4,898,084 shares of Common Stock. Each of
Messrs. Eckert, Abell and Patel is a managing member of GSI. As the general
partner of each of GSCP II, GSCP Offshore and Greenwich Fund, GSI may be
deemed to have indirect beneficial ownership of the securities reported on
this Form 3 as directly beneficially owned by each of GSCP II, GSCP Offshore
and Greenwich Fund. Each of Messrs. Eckert, Abell and Patel hereby disclaims
beneficial ownership of the securities of which GSI may be deemed to have
indirect beneficial ownership with the exception of those securities that
represent such persons' respective proportionate ownership interests as
calculated pursuant to Rule 16a-1(a)(2)(ii)(B) in GSI's interest as general
partner in the securities directly beneficially owned by each of GSCP II,
GSCP Offshore and Greenwich Fund. In addition, each of Messrs. Eckert, Abell
and Patel disclaims beneficial ownership of the securities reported on this
Form 3 as directly beneficially owned by Casualty and Surety.
(vi) TIC, an indirect wholly owned insurance subsidiary of TRV, may be
deemed to have an indirect beneficial ownership of certain securities
reported on this Form 3 as a result of being a managing member of GSI. As the
general partner of each of GSCP II, GSCP Offshore and Greenwich Fund, GSI may
be deemed to have indirect beneficial ownership of the securities reported on
this Form 3 as directly beneficially owned by each of GSCP II, GSCP Offshore
and Greenwich Fund. TIC hereby disclaims beneficial ownership of the
securities of which GSI may be deemed to have indirect beneficial ownership
with the exception of those securities that represent TIC's proportionate
ownership interest as calculated pursuant to Rule 16a-1(a)(2)(ii)(B) in GSI's
interest as general partner in the securities directly beneficially owned by
each of GSCP II, GSCP Offshore and Greenwich Fund. In addition, TIC disclaims
beneficial ownership of the securities reported on this Form 3 as directly
beneficially owned by Casualty and Surety
(vii) Casualty and Surety is the direct beneficial owner of 1,224,521
shares of Common Stock. Casualty and Surety, a majority-owned indirect
subsidiary of TRV, hereby disclaims beneficial ownership of the securities
reported on this Form 3 of which Greenwich Street Investments II, L.L.C. may
be deemed to have indirect beneficial ownership and of which each of GSCP II,
GSCP Offshore and Greenwich Fund have direct beneficial ownership.
(viii) By virtue of its position as corporate parent of Casualty and
Surety and TIC, TRV may be deemed to be the indirect beneficial owner of
6,122,605 shares of Common Stock.
Page 4 of 7
<PAGE>
TRV may be deemed to have indirect beneficial ownership of the securities
reported on this Form 3 as directly beneficially owned by Casualty and
Surety. In addition, TRV may be deemed to have indirect beneficial ownership
in the securities reported on this Form 3 of which TIC may be deemed to have
indirect beneficial ownership as a result of being a managing member of GSI.
As the general partner of each of GSCP II, GSCP Offshore and Greenwich Fund,
GSI may be deemed to have indirect beneficial ownership of the securities
reported on this Form 3 as directly beneficially owned by each of GSCP II,
GSCP Offshore and Greenwich Fund. TRV hereby disclaims beneficial ownership
of the securities of which GSI may be deemed to have indirect beneficial
ownership with the exception of those securities that represent TIC's
proportionate ownership interest as calculated pursuant to Rule
16a-1(a)(2)(ii)(B) in GSI's interest as general partner in the securities
directly beneficially owned by each of GSCP II, GSCP Offshore and Greenwich
Fund.
(b) On July 14, 1998, GSCP II, GSCP Offshore, Greenwich Fund and Casualty and
Surety (collectively, the "Purchasers") acquired the securities reported on this
Form 3. The following is in response to Items 2 and 3 of Table II of this Form
3:
(i) The Purchasers acquired the Class A Convertible Preferred Stock of
the Company (the "Class A Shares"), convertible at any time (subject to
clause (iii)) at the option of the holder into 4,789,272 shares of Common
Stock. This reflects a conversion price for the Class A Shares of $10.44.
(ii) The Purchasers also acquired an option (the "Option") to purchase
up to 300,000 shares of Class B Convertible Preferred Stock of the Company
(the "Option Shares", and, together with the Class A Shares, the "Preferred
Shares"), convertible at any time (subject to clause (iii)) at the option of
the holder into 1,333,333 shares of Common Stock (assuming full exercise of
the Option). This reflects a conversion price for the Option Shares of
$22.50. The Option terminates upon the earlier to occur of (i) July 14, 2001
and (ii) the occurrence of certain events described in the Purchase
Agreement, dated July 14, 1998 among the Purchasers and IMC Mortgage Company.
(iii) IMC Mortgage Company is required to redeem (x) 33 1/3% of the
Preferred Shares outstanding on July 14, 2008, (y) 50% of the Preferred Shares
outstanding on July 14, 2009 and (z) the balance of the Preferred Shares
outstanding on July 14, 2010
Page 5 of 7
<PAGE>
ANNEX C TO FORM 3
SIGNATURES
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: July 24, 1998
TRAVELERS CASUALTY AND SURETY COMPANY
By: /s/ Marla Berman
__________________________________
Name: Marla Berman
Title: Assistant Secretary
THE TRAVELERS INSURANCE COMPANY
By: /s/ Stephanie B. Mudick
__________________________________
Name: Sephanie B. Mudick
Title: Assistant Secretary
GREENWICH STREET CAPITAL PARTNERS II, L.P.
GSCP OFFSHORE FUND, L.P.
GREENWICH FUND, L.P.
By: GREENWICH STREET
INVESTMENT II, L.L.C., their
General Partner
By: /s/ Sanjay H. Patel
________________________________
Name: Sanjay H. Patel
Title: Managing Member
GREENWICH STREET INVESTMENTS II, L.L.C.
By: /s/ Sanjay H. Patel
________________________________
Name: Sanjay H. Patel
Title: Managing Member
Page 6 of 7
<PAGE>
/s/ Alfred C. Eckert
_________________________
Name: Alfred C. Eckert III
/s/ Keith W. Abell
_________________________
Name: Keith W. Abell
/s/ Sanjay H. Patel
_________________________
Name: Sanjay H. Patel
Page 7 of 7
