UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOMEOWNERS GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
43739N107
---------------------------------------------
(CUSIP Number)
Mr. Howard L. Wolk, President
NAPAQ Corporation
4040 Mystic Valley Parkway
Boston, Massachusetts 02155
(617) 393-9300
-with copies to-
Robert M. Rosen, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 27, 1996
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [X]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 43739N107 Page 2 of 13 Pages
----------------- ------ ------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person NAPAQ Corporation
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* WC
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Nevada
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 106,000
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 106,000
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 106,000
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 1.907%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 43739N107 Page 3 of 13 Pages
------------- ----- ------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No.
of Above Person CROSS COUNTRY MOTOR CLUB, INC.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* WC
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Massachusetts
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 202,000
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 202,000
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 202,000
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 3.634%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 43739N107 Page 4 of 13 Pages
---------- ----- -----
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person JEFFREY C. WOLK
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* CA
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 3,000
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 3,000
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,000
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) .054%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 43739N107 PAGE 5 OF 13 PAGES
--------- ----- -----
ITEM 1. SECURITY AND ISSUER
--------------------
Securities acquired: Common Stock, $0.01 par value
Issuer: Homeowners Group, Inc.
400 Sawgrass Corporate Parkway
Sunrise, Florida 33325
ITEM 2. IDENTITY AND BACKGROUND
------------------------
(a) This Statement is filed by the entities identified below
(collectively the "Reporting Persons"):
1. NAPAQ Corporation ("NAPAQ")
---------------------------
4040 Mystic Valley Parkway
Boston, MA 02155
Organization: Privately held corporation
State of Organization: Nevada
Principal Business: Investment in securities and other Financial
Instruments
Name, Title and Address of all members of Board of Directors and
Executive Officers:
Howard L. Wolk Director, President, Treasurer
4040 Mystic Valley Parkway
Boston, MA 02155
Sidney D. Wolk Secretary
4040 Mystic Valley Parkway
Boston, MA 02155
Neither this Reporting Person, nor, to the best of its knowledge, any
of its directors and executive officers listed above has, during the
last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violations of such laws.
2. CROSS COUNTRY MOTOR CLUB, INC. ("CCMC")
---------------------------------------
4040 Mystic Valley Parkway
Boston, MA 02155
Organization: Privately held corporation
State of Organization: Massachusetts
Principal Business: Provide goods and services to the general
motoring public
<PAGE>
CUSIP NO. 43739N107 PAGE 6 OF 13 PAGES
--------- ----- -----
Name, Title and Address of all members of Board of Directors and
Executive Officers:
Sidney D. Wolk Director, President & Treasurer
4040 Mystic Valley Parkway
Boston, MA 02155
Thomas Graham Chief Financial Officer
4040 Mystic Valley Parkway
Boston, MA 02155
Nathan T. Wolk Director
101 Federal Street
Boston, MA 02110
Neither this Reporting Person, nor, to the best of its knowledge, any
of its directors and executive officers listed above has, during the
last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violations of such laws.
3. Jeffrey C. Wolk
4040 Mystic Valley Parkway
Boston, MA 02155
Principal Employment: Vice President and Member of the Board of
Directors of The Cross Country Group, Inc., 4040 Mystic Valley Parkway,
Boston, MA 02155.
The principal business activity of The Cross Country Group, Inc. is to
provide goods and services to the general motoring public through
various affiliated companies.
This Reporting Person has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violations
of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
--------------------------
The source of the funds used by CCMC to purchase securities of the
Issuer was working capital. The approximate aggregate amount of funds used by
CCMC to purchase such securities were $238,012 (exclusive of commissions and
other expenses).
The source of funds used by NAPAQ to purchase securities of the Issuer
was working capital. The approximate aggregate amount of funds used by NAPAQ to
purchase such securities were $122,735.50 (exclusive of commissions and other
expenses).
<PAGE>
CUSIP NO. 43739N107 PAGE 7 OF 13 PAGES
--------- ----- -----
The source of funds used by Jeffrey C. Wolk to purchase securities of
the Issuer was cash assets. The approximate aggregate amount of funds used by
Mr. Wolk to purchase such securities were $10,125 (exclusive of commissions and
other expenses).
ITEM 4. PURPOSE OF THE TRANSACTION
---------------------------
The Reporting Persons have acquired the shares of Common Stock in order
to obtain a substantial equity position in the Issuer.
The Cross Country Group, Inc. ("CCG"), an affiliate of the Reporting
Persons, began discussions with the Issuer in mid-February 1996, regarding a
possible acquisition of the Issuer by CCG. On or about March 15, 1996, CCG
proposed to acquire all outstanding shares of the Issuer for cash, at a price of
$1.95 per share, subject to adjustment in the event of settlement of certain
material litigation. Said offer did not include a financing contingency and was
confirmed to the Issuer by letter dated March 15, 1996 (attached hereto as
Exhibit B). On that date, the market price of the Issuer's Common Stock at the
closing was $1.0625. CCG stated that its valuation was based upon a review of
publicly available information and that if the Issuer believed additional
information would affect CCG's valuation, CCG would be anxious to consider that
information. Because the Issuer and CCG have not agreed upon the terms of a
Confidentiality and Standstill Agreement, no further material negotiations
regarding such an acquisition have occurred since March 15, 1996. Specifically,
the Issuer has required that, among other things, CCG agree to abstain from
making a tender offer for shares of the Issuer's Common Stock for a period of
one year as a condition to continue sale negotiations. By its letter to Carl
Buccellato, Chief Executive Officer of the Issuer, dated March 27, 1996
(attached hereto as Exhibit C), CCG has reiterated its desire to continue such
negotiations.
CCG currently is considering, but has not decided whether or not to
pursue, other courses of action with respect to the Issuer, including: (i) the
possibility of a merger, purchase of all or substantially all of the Issuer's
assets, a business combination or other similar transaction between the Issuer
and CCG or any affiliate or subsidiary of CCG; and (ii) the taking of such
actions as it deems appropriate to manage the business and affairs of Issuer,
including seeking control of the Issuer through designation of some or all of
the Issuer's Board of Directors or otherwise.
From time to time, the Reporting Persons will evaluate their positions
and may determine to acquire additional shares of the Issuer's Common Stock in
the open market, in privately negotiated transactions, by making a tender offer
or otherwise.
CCG may continue to contact the Company and its representatives and may
contact other persons interested in the Issuer, or other interested persons, for
purposes of discussing the Issuer.
Whether CCG or the Reporting Persons decide to pursue any of the
courses of action above, including the purchase of additional shares of the
Issuer's Common Stock, and the amount and timing of any such purchases, will
depend on its continuing assessment of pertinent factors, including without
limitation the following: the availability of shares of the Issuer's Common
Stock for purchase at particular price levels; the Issuer's and CCG's business
and prospects; other business and investment opportunities available to CCG and
the Reporting Persons; economic conditions; stock market and money market
conditions; the attitude and actions of the management and Board of Directors of
the Issuer; the availability and nature of opportunities to dispose of the
Reporting Person's interest; and other plans and requirements of CCG.
Depending upon its assessment of these factors from time to time, the
Reporting Persons may change their present intentions as stated above or dispose
of some or all of the shares of Issuer's Common
<PAGE>
CUSIP NO. 43739N107 PAGE 8 OF 13 PAGES
--------- ----- -----
Stock held by them in the open market, in privately negotiated transactions, to
third parties or otherwise, and may sell such shares to one or more purchasers.
Although the foregoing represents the range of activities presently contemplated
by the Reporting Persons with respect to the Issuer's Common Stock, the possible
activities of the Reporting Persons are subject to change at any time.
Except as set forth in this Item 4 and elsewhere in this Statement,
none of the Reporting Persons has any plans or proposals which relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D, and each of the foregoing persons reserves the right to
change its intentions with respect to any of the foregoing at any time without
notice.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) The beneficial ownership by each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:
<TABLE>
<CAPTION>
No. of Shares Deemed Nature of Ownership Percentage of Class
to be Beneficially Owned: ------------------- -------------------
-------------------------
<S> <C> <C>
106,000 The record ownership and economic 1.907%
interest in such shares is held
by NAPAQ.
202,000 The record ownership and economic 3.634%
interest in such shares is held
by CCMC.
3,000 The record ownership and economic .054%
interest in such shares is held
by Jeffrey C. Wolk.
============== ===============
311,000 5.595 %
</TABLE>
Collectively, the Reporting Persons may be deemed directly or
indirectly to beneficially own 5.595% of the Common Stock of the Issuer.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
5,558,350 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Form 10-K filed on April 1, 1996.
(b) NAPAQ has the sole power to vote and dispose of the Common Stock of
the Issuer beneficially owned by it. CCMC has the sole power to vote and dispose
of the Common Stock of the Issuer beneficially owned by it. Jeffrey C. Wolk has
the sole power to vote and dispose of the Common Stock of the Issuer
beneficially owned by him.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty days by the Reporting Persons are as
follows:
<PAGE>
CUSIP NO. 43739N107 PAGE 9 OF 13 PAGES
--------- ----- -----
<TABLE>
<CAPTION>
Purchase Transactions by CCMC
-----------------------------
Date No. of Shares Price per Share Total
---- ------------- --------------- -----
<S> <C> <C> <C> <C>
2/14/96 40,000 1.050 42,000
2/22/96 20,000 1.000 20,000
2/26/96 10,000 1.000 10,000
2/27/96 10,000 1.181 11,810
2/28/96 12,000 1.181 14,172
3/11/96 10,000 1.116 11,160
Purchase Transactions by NAPAQ
------------------------------
3/15/96 60,000 1.0883 65,298
3/21/96 6,000 1.1875 7,125
3/27/96 30,000 1.2500 37,500
3/27/96 10,000 1.2813 12,813
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
----------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit A. Agreement of Joint Filing
Exhibit B. Letter dated March 15, 1996
Exhibit C. Letter dated March 27, 1996
<PAGE>
CUSIP NO. 43739N107 PAGE 10 OF 13 PAGES
--------- ----- -----
After reasonable inquiry and to the best of our knowledge and belief, we each
certify that the information set forth in this statement is true, complete and
correct. This statement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Cross Country Motor Club, Inc.
by: /s/ Sidney D. Wolk
------------------
Sidney D. Wolk, President
NAPAQ Corporation
by: /s/ Howard L. Wolk
------------------
Howard L. Wolk, President
/s/ Jeffrey C. Wolk
-------------------
Jeffrey C. Wolk
Date: April 4, 1996
<PAGE>
CUSIP NO. 43739N107 PAGE 11 OF 13 PAGES
--------- ----- -----
EXHIBIT A
---------
AGREEMENT OF JOINT FILING
-------------------------
HOMEOWNERS GROUP, INC.
----------------------
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above-referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement on this
4th day of April, 1996.
NAPAQ Corporation
by: /s/ Howard L. Wolk
------------------
Howard L. Wolk, President
Cross Country Motor Club, Inc.
by: /s/ Sidney D. Wolk
------------------
Sidney D. Wolk, President
/s/ Jeffrey C. Wolk
-------------------
Jeffrey C. Wolk
<PAGE>
EXHIBIT B PAGE 12 OF 13
--------- ----- -----
THE
- ---------------------
CROSS COUNTRY GROUP
March 15, 1996
Mr. Carl Buccellato
President, Chief Executive Officer
Homeowners Group, Inc.
400 Sawgrass Corporation Parkway
Sunrise, FL 33325-6235
Dear Mr. Buccellato:
As we have advised in our previous discussions, Cross Country has
proposed acquiring all shares of outstanding stock of Homeowners Group, Inc. at
a price of $1.95 per share in cash, subject to certain adjustments if there is a
settlement of the Acceleration judgment prior to closing. Our proposal was all
cash and did not include a financing contingency; we are prepared to move
quickly to close the transaction.
Our valuation is based upon a review of publicly available information;
however, if you believe additional information would affect our valuation, we
would be anxious to consider that information. As you know, we have asked to
review the Company's confidential information, in part, to determine if an
increased purchase price is warranted. Of course, we would agree to hold all
such information in confidence. We would also be willing to agree to reasonable
"standstill" restrictions; however, we do not believe that your proposed one
year absolute prohibition on all proxy and acquisition activities is necessary
or in the best interests of shareholders.
We would hope that the Board of Directors of Homeowners Group, Inc.
timely provides us with the information and opportunity to make a formal offer
for the Company. We are confident that doing so would be in the best interests
of Homeowners' stockholders, as well as for the affiliates, associates, and
customers of the organization.
Very truly yours,
Sidney D. Wolk
President
SDW/bk
pc: Gary D. Lipson
- --------------------------------------------------------------------------------
4040 Mystic Valley Parkway o Boston, Massachusetts 02155 o 617-393-9300 o
800-833-5500 o Fax 617-395-6706
<PAGE>
CUSIP NO. 43739N107 PAGE 13 OF 13 PAGES
--------- ----- -----
EXHIBIT C PAGE 13 OF 13
--------- ----- ------
THE
- --------------------
CROSS COUNTRY GROUP
March 27, 1996
Mr. Carl Buccellato
President, Chief Executive Officer
Homeowners Group, Inc.
400 Sawgrass Corporation Parkway
Sunrise, FL 33325-6235
Dear Mr. Buccellato:
I have been informed that Homeowners Group, Inc., has rejected outright
all proposed modifications to the Confidentiality and Standstill Agreement you
require as a condition to continue sale negotiations. Given that we had accepted
the substance of your requirements, we are surprised and disappointed at this
new posture. In addition, you have now imposed an entirely new condition
requiring that you review our audited financial statements prior to further
discussion. As you know, we have already provided evidence that we have cash
readily available to complete the acquisition and, accordingly, this new request
is also surprising and disappointing.
We continue to believe that our mutual interest is in discussing a
negotiated transaction that will be of significant benefit to your stockholders.
In fact, we have previously offered a substantial premium over market prices,
without the benefit of examining confidential information. It is disturbing that
you seek an absolute prohibition against our offering such a premium directly to
your stockholders.
We have instructed our counsel to discuss all reasonable standstill
positions. We would ask that the Company similarly take an open approach so that
discussions can proceed toward the consummation of a transaction.
Very truly yours,
Sidney D. Wolk
President
SDW/bk
pc: Gary D. Lipson
- --------------------------------------------------------------------------------
4040 Mystic Valley Parkway o Boston, Massachusetts 02155 o 617-393-9300 o
800-833-5500 o Fax 617-395-6706
