<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
HOMEOWNERS GROUP, INC.
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(Name of Issuer)
Common Stock ($0.01 par value)
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(Title of Class of Securities)
43739N107
(CUSIP Number)
D. Robert Crants Copy To: Elizabeth E. Moore
DC Investment Partners LLC Stokes & Bartholomew, P.A.
2200 Abbott Martin Road, Suite 201 424 Church Street, 28th Floor
Nashville, Tennessee 37215 Nashville, Tennessee 37219-2386
Tel. (615) 460-1220 Tel. (615) 259-1450
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 1996
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No. 43739N107 SCHEDULE 13D Page 2 of 6 Pages
--------------------- -------- --------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DC INVESTMENT PARTNERS OPPORTUNITY FUND, L.P. (62-1627912)
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) Source of Funds*
NOT APPLICABLE
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(5) Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
TENNESSEE
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(7) Sole Voting Power
Number of 850,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 850,000
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
850,000
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
15.3%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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HOMEOWNERS GROUP, INC.
AMENDMENT NO. 2 TO SCHEDULE 13D
Reference is hereby made to the Schedule 13D originally filed with the
Securities and Exchange Commission on October 15, 1996, as amended by
Amendment No. 1 to Schedule 13D filed on October 16, 1996. Terms defined
in the Schedule 13D as amended by Amendment No. 1 to
Schedule 13D are used herein as so defined.
Item 1. Security and Issuer.
This statement relates to the Common Stock (the "Common Stock"), of
Homeowners Group, Inc., a Delaware corporation (the "Issuer"), which has its
principal executive offices at 400 Sawgrass Corporate Parkway, Sunrise, Florida
33325-6235.
Item 2. Identity and Background.
This statement is filed by DC Investment Partners Opportunity Fund,
L.P., a Tennessee limited partnership ("DC Investment L.P."). The principal
business of DC Investment, L.P. is that of a private investment partnership. The
principal business and principal office address of DC Investment, L.P. is 2200
Abbott Martin Road, Suite 201, Nashville, Tennessee 37215. The sole general
partner of DC Investment, L.P. is DC Investment Partners, LLC a Tennessee
limited liability company ("DC Partners"). The principal business of DC Partners
is that of acting as general partner of DC Investment L.P. and one other private
investment partnership. DC Partners' principal business and principal office
address is 2200 Abbott Martin Road, Suite 201, Nashville, Tennessee 37215. The
members of DC Partners consists of three citizens of the United States and one
Arkansas corporation and their respective principal business addresses and
principal occupations are as follows:
<TABLE>
<CAPTION>
Members Address Occupation
- ------- ------- ----------
<S> <C> <C>
D. Robert Crants DC Investment Partners LLC Co-Manager,
2200 Abbott Martin Road DC Partners
Suite 201
Nashville, TN 37215
Michael W. Devlin DC Investment Partners LLC Co-Manager,
2200 Abbott Martin Road DC Partners
Suite 201
Nashville, TN 37215
Lucius E. Burch Massey Burch Investment Group, Inc. Chairman, Massey
301 25th Avenue North Burch Investments, a
Suite 103 venture capital
Nashville, TN 37203 company
</TABLE>
(Page 3 of 6 Pages)
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<TABLE>
<S> <C> <C>
Stephens Group, Inc. 111 Center Street Affiliate/Stephens, Inc.
Suite 2400 Private Investment
Little Rock, AR 72201 Banking firm
</TABLE>
(d) None of the entities or person identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
Item 3 is hereby amended and restated to read in its entirety as
follows:
The amount of the funds used in purchasing the securities reported as
beneficially owned in Item 5 hereof was approximately $1,649,068. DC Investment
L.P. obtained the funds for these transactions from its general operating funds.
DC Partners, as the general partner of DC Investment L.P., may be deemed to
beneficially own the securities owned by DC Investment, L.P.
Item 4. Purpose of Transaction.
DC Investment L.P. purchased the Securities as an investment
opportunity.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as
follows:
(a) DC Investment L.P. is the beneficial owner of 850,000 shares
of Common Stock (approximately 15.3% of the shares of Common Stock of the
Issuer). DC Investment L.P. became the benefical owner of an amount in
excess of 5% of the Issuer's outstanding Common Stock on October 9, 1996 as
reflected by the filing of the original Schedule 13D on October 15, 1996.
Since October 9, 1996, DC Investment L.P. has made the following purchases of
Issuer's common stock increasing its beneficial ownership to its present level:
Date Number of Shares
---- ----------------
October 10, 1996 155,000
October 11, 1996 20,000
October 14, 1996 30,000
October 15, 1996 15,000
October 17, 1996 10,000
(Page 4 of 6 Pages)
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November 8, 1996 35,000
November 12, 1996 5,000
November 20, 1996 10,000
November 22, 1996 50,000
November 29, 1996 180,000
(b) DC Investment L.P. is the beneficial owner of all of the shares of
Common Stock to which this Statement relates held in its name, and has sole
power to vote and dispose of all such shares. DC Partners, as the general
partner of DC Investment, L.P. may be deemed to beneficially own the securities
owned by DC Investment, L.P.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in this Issuer's securities
since the most recent filing on Schedule D.
(d) No person other than DC Investment L.P. has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of the shares of Common Stock beneficially owned by DC Investment L.P.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to the Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits.
None.
(Page 5 of 6 Pages)
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 3, 1996 DC INVESTMENT PARTNERS
---------------- OPPORTUNITY FUND, L.P.
By: DC Investment Partners, LLC, General Partner
By: Doctor R. Crants
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Title: Managing Partner
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(Page 6 of 6 Pages)
