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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
---------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number 0-17338
HOMEOWNERS GROUP, INC.
Exact name of Registrant as specified in its charter
DELAWARE 65-0033743
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 SAWGRASS CORPORATE PARKWAY
SUNRISE, FLORIDA 33325
(Address of principal executive offices)
Registrant's telephone number: (954) 845-9100
-------------------------
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.01 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 27, 1996, the aggregate market value of the voting stock of
the Registrant held by non-affiliates of the Registrant was $6,326,818.
As of March 27, 1996, the number of outstanding shares of Common Stock,
par value $.01 per share, of the Registrant was 5,558,350.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of all directors and executive officers
of the Company as of April 23, 1996 are listed below, followed by a brief
account of their business experience during the past five years. Directors are
elected at the Company's Annual Meeting of Stockholders and serve three years or
until their successors are elected and qualified. All of the Company's five
directors listed below are currently serving three-year terms. There are no
family relationships among directors or executive officers of the Company. All
non-employee directors are currently compensated at the rate of $3,500 for each
Board meeting attended. The Board met five times in 1995 and all Directors in
office at the time of such meetings attended all of the meetings. The directors
of the Company are as follows:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION SINCE
- ---- --- -------- --------
<S> <C> <C> <C>
DIRECTOR WHOSE TERM EXPIRES IN 1996
Gary D. Lipson 43 Director 1991
DIRECTORS WHOSE TERM EXPIRES IN 1997
Carl Buccellato 53 Chairman, President, 1988
Chief Executive Officer
and Director
Michael A. Nocero, Jr., M.D. 55 Director 1988
DIRECTORS WHOSE TERM EXPIRES IN 1998
Diane M. Gruber 55 Director 1993
Melvin Stewart 64 Director 1988
</TABLE>
Mr. Lipson has been an attorney in the South Florida area for more than
18 years. Since 1993 he has served as Chairman of the Board of KMG Fiber Optics,
Inc., a manufacturer and distributor of fiber optic cable. From January, 1988
through March 1996, he served as Chairman of the Board of Spring Water, Ltd., a
distributor of bottled water in South Florida. From November, 1988 to September,
1991, he served as a Vice President of Montenay International Corp., which is
primarily engaged in the design, construction and operation of waste-to-energy
facilities.
2
<PAGE>
Mr. Buccellato has been President and Chief Executive Officer of the
Company since May, 1992 and Chairman of the Company since September, 1994. Prior
to May, 1992, he served as Chief Operating Officer. Mr. Buccellato currently
serves as President and Chief Executive Officer of Homeowners Marketing
Services, Inc. ("HMS"), a wholly owned subsidiary of the Company. Mr. Buccellato
holds various executive positions in other subsidiaries of the Company and was
Secretary of the Company until January, 1993.
Dr. Nocero is a practicing cardiologist with the Central Florida
Cardiology Group in Orlando, Florida and is a Diplomate of the American Board of
Internal Medicine and Cardiovascular Diseases. Dr. Nocero is on the Board of
Trustees of The American College of Cardiology and formerly served as the
Chairman of the Board of the American College of Cardiology.
Ms. Gruber has been in the real estate and insurance industries for
more than thirty years. She is a licensed life, health and property and casualty
insurance broker. Ms. Gruber, along with her spouse, owns 100% of the stock of
the firm that is the Company's franchisee for Rhode Island and Connecticut, and
50% of the stock of the firm that is the Company's franchisee for Maine,
Vermont, New Hampshire and Massachusetts. She is Executive Vice President of the
Company's franchisee for New Jersey/New York.
Mr. Stewart served as the Chairman of the Company from June, 1988 to
September, 1994. Mr. Stewart served as President and Chief Executive Officer
from incorporation until May, 1992. He has served as a Director of HMS since its
formation in 1980. The Company was organized to become the holding company for
HMS and its subsidiaries in 1988. Mr. Stewart has also held various executive
positions in HMS and other subsidiaries of the Company.
EXECUTIVE OFFICER
C. Gregory Morris, 41, has been the Vice President, Treasurer and Chief
Financial Officer of the Company since October, 1992. Prior to that he was Vice
President of Finance and Administration of Arby's, Inc.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers and any persons who own more than ten percent
of a registered class of the Company's equity securities, to file with the
Securities and Exchange commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all forms they file
pursuant to Section 16(a). To the Company's knowledge, based solely on review of
the copies of such reports furnished to the Company and written representations
that no other reports were required during the year ended December 31, 1995 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
3
<PAGE>
COMMITTEES
The Company has a Stock Option and Compensation Committee, an Audit and
Investment Committee, a Nominating Committee and an Executive Committee. The
Stock Option and Compensation Committee is comprised of Messrs. Stewart and
Lipson, Ms. Gruber and Dr. Nocero; the Audit and Investment Committee is
comprised of Dr. Nocero and Mr. Stewart; the Nominating Committee is comprised
of Dr. Nocero, Mr. Lipson and Ms. Gruber; and the Executive Committee is
comprised of Messrs. Buccellato and Lipson and Ms. Gruber. In 1995, the Audit
and Investment Committee did not meet, the Stock Option and Compensation
Committee met one time, the Nominating Committee met one time and the Executive
Committee met five times. All Directors in office at the time of such meetings
attended their respective committee meetings. Non-employee directors are
compensated at the rate of $500 for each committee meeting attended and are
entitled to reimbursement for travel expenses incurred in connection with
attending meetings. However, Mr. Lipson, the non-employee director on the
Executive Committee, was paid $3,500 for each of the five Executive Committee
meetings he attended.
The function of the Audit and Investment Committee is to review the
investment strategy and performance of the investment portfolio, to recommend
the firm to be appointed as independent certified public accountants to audit
the Company's financial statements, to review the scope and results of the audit
with the independent certified public accountants, to receive reports from the
independent auditors and to review the adequacy of the internal controls and
accounting procedures of the Company.
The function of the Stock Option and Compensation Committee is to
administer the stock option plans (including making awards and determining the
terms and conditions upon which they are granted) and to review and establish
the compensation of the executive officers.
The function of the Nominating Committee is to assist management with
respect to matters of succession, to review the qualifications of candidates for
the position of Director and to recommend candidates to the Board as nominees
for election at the Annual Meeting of Stockholders or to fill such Board
vacancies as may occur during the year. The Nominating Committee will consider
nominees recommended by security holders. Recommendations may be forwarded to
the Nominating Committee at the Company.
The function of the Executive Committee is to review Company activity
and make recommendations to the full Board of Directors.
In January, 1995, in response to several inquiries from unaffiliated
third parties relating to various proposed transactions with the Company,
including the purchase of all of the outstanding shares of the Company, the
Board formed a Special Committee to evaluate the alternatives available to the
Company. Mr. Lipson is Chair of the Special Committee on which Ms. Gruber, Dr.
Nocero and Mr. Stewart also serve. The Chairman receives the lesser of $175 per
hour or $1,500 per meeting day and the other members receive the lesser of $125
per hour or $1,000 per meeting day. Mr. Lipson received fees totaling $79,520
for work relating to the Special Committee.
ITEM 11. EXECUTIVE COMPENSATION
The following table discloses compensation received by the Company's
Chief Executive Officer and the only other executive officer receiving in excess
of $100,000 per year (the "Named Executive Officers") for the three fiscal years
ended December 31, 1995.
4
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- -------------------------------
STOCK
OPTION ALL OTHER
NAME/TITLE YEAR SALARY BONUS OTHER(1) GRANTS COMPENSATION(2)
---------- ---- ------ ----- -------- ------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Carl Buccellato, 1995 $368,359 0 $14,523 360,000 $2,772
Chairman, President, 1994 368,359 0 30,319 0 2,772
Chief Executive 1993 289,167 50,000 28,665 0 2,480
Officer and Director
C. Gregory Morris, 1995 $150,000 0 $11,052 0 $2,250
Vice President, 1994 152,104 0 6,595 0 2,772
Treasurer and Chief 1993 125,761 0 986 50,000 8,579
Financial Officer
</TABLE>
- -------------------
(1) Totals in this column reflect the aggregate value of
perquisites, including personal use of Company automobiles, outside
financial counseling, executive health benefits, relocation expenses
and payments made on life insurance policies for their benefit. During
1995, Mr. Buccellato received health benefits of $3,198, financial
counseling of $4,500 and life insurance payments of $6,825; and Mr.
Morris received $2,052 of health benefit payments and $9,000 auto
allowance.
(2) These amounts represent the Company's matching contributions to the
Company's 401(k) plan.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement, commencing on January
1, 1996 and expiring on December 31, 2000, with Carl Buccellato. Under the terms
of his employment agreement, Mr. Buccellato is entitled to a base salary of
$377,211, subject to an annual cost of living increase based on the Consumer
Price Index, and a performance bonus as determined by the Board of Directors.
The Company provides Mr. Buccellato with the use of a Company car and
reimbursement of medical expenses in addition to annual salary. The Company also
provides Mr. Buccellato with life insurance in the amount of $1,000,000 and a
lump sum death or permanent disability benefit equal to his annual salary and
bonus for the immediately preceding year.
Mr. Buccellato's employment agreement provides that, in the event of
termination of employment due to a change in control of the Company, he shall be
entitled to a lump sum distribution of compensation in an amount equal to 2.99
times the sum of the annual base salary currently provided for in the employment
agreement. Upon a change of control and termination, all stock options then held
by him immediately become exercisable to the extent otherwise permitted by the
Company's Option Plans. The agreement provides that the lump sum distributions
will be limited to the maximum amount which may be deducted by the Company
pursuant to Section 280G of the Internal Revenue Code of 1986.
5
<PAGE>
OPTIONS GRANTED DURING 1995
The following table sets forth certain information regarding the option
grants made during the year ended December 31, 1995 to each of the Named
Executive Officers.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Number of Annual Rates of
Shares Percent of Total Individual Grants Stock Price
----------------------------------------------
Underlying Options Granted Exercise Price Fair Market Appreciation for
Options to Employees in per Value on Expiration Option Terms (1)
Name Granted Year Share Date of Grant Date 5% 10%
- ----------------- ---------------- ------------------ ---------------- --------------- ------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Carl Buccellato 100,000 (2) 27.8% $3.00 $0.94 -- -- --
140,000 (3) 38.9% $2.00 $0.75 12/21/2005 -- --
120,000 (4) 33.3% $2.00 $0.75 1/1/2006 -- --
</TABLE>
- --------------------
(1) The dollar amounts set forth in these columns are the result of
calculations at the five percent and ten percent rates set by the
Securities and Exchange Commission, and therefore are not intended to
forecast possible future appreciation, if any, of the market price for the
Common Stock.
(2) This option was granted on January 5, 1995 and became exercisable for 20%
of the shares on the first anniversary of the date of grant and for the
balance in equal annual installments over the four year period thereafter,
so long as employment with the Company continues. This option was canceled
on December 22, 1995.
(3) This option was granted on December 22, 1995, and was fully exercisable
immediately upon grant, for a ten year term.
(4) This option was granted on December 22, 1995, effective January 2, 1996,
and was fully exercisable immediately on the effective date, for a ten year
term.
6
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth certain information concerning exercises
of stock options by the Named Executive Officers during the 1995 fiscal year and
the fiscal year-end value of the un-exercised stock options held by the Named
Executive Officers.
<TABLE>
<CAPTION>
SHARES VALUE VALUE OF UN-EXERCISED
ACQUIRED ON REALIZED IN-THE-MONEY OPTIONS AT
EXERCISE NUMBER OF SECURITIES 1995 FISCAL YEAR-END
UNDERLYING UN-EXERCISED EXERCISABLE (E)
NAME OPTIONS AT 1995 FISCAL UN-EXERCISABLE(U)(1)
YEAR-END
- --------------------- ------------- --------- ----------------------------- ----------------------------
EXERCISABLE UN-EXERCISABLE EXERCISABLE UN-EXERCISABLE
------------ --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Carl Buccellato..... -0- -0- 260,000 -0- -0- -0-
C. Gregory Morris... -0- -0- 30,000 30,000 -0- -0-
</TABLE>
- --------------------
(1) The market value of the shares of Common Stock underlying the
options held by the Named Executive Officers was less than the exercise
price of the options at December 31, 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors serve on the Stock Option and Compensation
Committee ("Compensation Committee") of the Company's Board of Directors: Gary
D. Lipson (Chairman), Melvin Stewart, Diane Gruber and Michael A. Nocero, Jr.,
M.D.
Mr. Stewart's previous employment agreement was terminated by mutual
agreement effective December 31, 1994. Mr. Stewart has agreed to provide
consulting services upon the request of the Company through November 30, 1996.
Under the severance arrangement, Mr. Stewart received a payment of $50,000 on
January 5, 1995 and currently receives payments of $15,922 per month, through
November 30, 1996. Ownership of the automobile previously used by Mr. Stewart
was transferred to him. He also receives the medical benefits previously
provided under his employment agreement. He has agreed not to compete with the
Company through January, 1998 and relinquished all stock options held by him.
Homeowners Marketing Services International, Inc. ("HMSI"), a
wholly-owned subsidiary of the Company, is party to a franchise agreement with
Southwest Marketing Services, Inc. ("SMS"), a corporation owned 25% by Michael
A. Nocero, Jr., M.D., granting such corporation the exclusive right to market
HMS products and services and enroll Member-Brokers in Arizona and New Mexico.
In 1995, the Company paid $421,939 to SMS. The terms and provisions of this
franchise agreement are comparable to those entered into with non-affiliated
third parties.
Broker Marketing Services of Texas, Inc. ("BMST"), a corporation owned
100% by Dr. Nocero and HMS Texas, Inc., a wholly-owned subsidiary of the
Company, have entered into a partnership agreement for the operation of the
Texas territory. Pursuant to the terms of this partnership agreement, HMS Texas,
Inc. and BMST
7
<PAGE>
are each entitled to 45% of the profits and cash distributions from the
partnership, with a third-party manager entitled to the remaining 10%. The
partnership agreement names HMS Texas, Inc. as managing partner with sole
authority to make all major operational decisions and provides for restrictions
on transferability and rights of first refusal with respect to interests in the
partnership. In 1995, distributions of $60,463 were paid to BMST.
HMS has also entered into a home inspection agreement with Arizona
Inspection Services, Inc. ("AIS"), a corporation owned 12.525% by Dr. Nocero.
The agreement authorizes AIS to perform home inspections in the State of Arizona
in connection with the issuance of HMS warranty plans. In 1995, the Company paid
$780 in inspection fees to AIS. The terms and provisions of this home inspection
agreement are comparable to those entered into with non-affiliated third
parties.
HMSI is also party to a franchise agreement with O & A Marketing
Services of the West, Inc. ("O&A"), a corporation owned 20% by Dr. Nocero,
granting such corporation the exclusive right to market HMS products and
services and enroll Member-Brokers in Kansas, Missouri and Oklahoma. In 1995,
the Company paid $645,287 to O&A. The terms and provisions of this franchise
agreement are comparable to those entered into with non-affiliated third
parties.
Homeowners Marketing Services, Inc. ("HMS"), a wholly owned subsidiary
of the Company, has entered into a partnership agreement with Professional Forum
Enterprises, Inc. ("PFE"), a corporation 80% owned by Michael A. Nocero, Jr.,
M.D., to market Internet access and related products and services to real estate
professionals. Pursuant to the partnerships agreement, HMS and PFE share in the
partnership profits or losses at the rate of 50% each, and both HMS and PFE are
obligated to make joint contributions to fund the partnership operations. During
1995, HMS contributed $110,000 towards the joint funding of the partnership, and
purchased $59,239 in computer equipment on behalf of the partnership.
In 1995, the Company paid approximately $23,660 in fees and
reimbursable expenses for consulting services rendered by Gary D. Lipson, which
fees and expenses the Company believes are more favorable to the Company than
those which would have been paid to an unrelated party. On December 22, 1995,
the Company and Mr. Lipson entered into an Engagement Agreement pursuant to
which Mr. Lipson agreed to make himself available to provide legal services on
behalf of the Company and its subsidiaries for a minimum of five hundred hours
per year at an hourly rate of $200. Upon his execution of the Engagement
Agreement, Mr. Lipson became entitled to a non-refundable retainer of $100,000.
The Company has the right to terminate the Engagement Agreement at any time. If
the Company terminates the Engagement Agreement without cause (as such term is
defined in the Agreement), then the Company is obligated to immediately pay the
non-refundable retainer to Mr. Lipson.
HMSI is also party to a franchise agreement with HMS New Jersey/New
York ("HMSNJNY") of which Diane M. Gruber is Executive Vice President. HMSNJNY
has the exclusive right to market HMS products and services and enroll
Member-Brokers in New Jersey and New York. In 1995, the Company paid $466,521 to
HMSNJNY. HMSI has also entered into an agreement with a firm that is the
Company's franchisee for Rhode island and Connecticut of which Diane Gruber,
with her spouse, owns 100% of the stock. This firm has the exclusive right to
market HMS products and services and enroll Member-Brokers in Rhode island and
Connecticut. In connection with the purchase of this territory, the franchise
firm owes HMS $13,004, under a promissory note issued at the time of purchase.
In 1995, the Company paid $32,325 to this firm. The terms and provisions of the
franchise agreements with HMSNJNY and HMSRIC are comparable to those entered
into with non-affiliated third parties. In connection with the franchise
operations, these two firms have purchased computer equipment through HMS, and
currently owe $7,224 and $1,885 under promissory notes issued to HMS.
HMSI has also entered into an agreement with a firm that is the
Company's franchisee for Massachusetts, Maine, Vermont and New Hampshire of
which Diane Gruber, with her spouse, owns 50% of the stock. This firm has the
exclusive right to market HMS products and services and enroll Member-Brokers in
Massachusetts, Maine, Vermont and New Hampshire. In connection with this
arrangement, the franchise firm owes HMSI $68,574 under a promissory note issued
at the time of purchase of the franchised territory. In 1995, the Company paid
$129,865 to this firm. The terms and provisions of the franchise agreements with
this firm are comparable to those entered into with non-affiliated third
parties. This
8
<PAGE>
firm also has the first right of refusal to the franchise rights
to the states of Pennsylvania and Florida should the Company decide to sell the
franchise rights to those territories.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning beneficial
ownership, as of April 23, 1996, by persons known to the Company (based upon
filings on Schedules 13D and 13G filed pursuant to the Securities Exchange Act
of 1934) to own more than 5% of the Company's outstanding voting securities. The
table also shows information concerning beneficial ownership by all directors,
by each of the executive officers named in the Summary Compensation Table and by
all directors and executive officers as a group. The number of shares
beneficially owned by each director or executive officer is determined under
rules of the Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has the right to
acquire within 60 days of April 23, 1996, through the exercise of any stock
option or other right. Unless otherwise indicated, each person has sole
investment and voting power (or shares such powers with his or her spouse), with
respect to the shares set forth in the following table.
<TABLE>
<CAPTION>
Beneficial Ownership
-------------------------------
Shares Percent
------------- ----------
<S> <C> <C>
Carl Buccellato.......................................................... 523,453 (2) 9.0%
Melvin Stewart........................................................... 305,375 (3) 5.5%
C. Gregory Morris........................................................ 30,000 (4) 0.5%
Diane M. Gruber.......................................................... 20,050 (5) 0.4%
Gary D. Lipson........................................................... 33,500 (6) 0.6%
Michael A. Nocero, Jr. M.D............................................... 135,500 (7) 2.1%
Sandra Stewart Bernstein................................................. 406,862 (8) 7.3%
2810 North 46th Avenue
Hollywood, FL 33021
Dimensional Fund Advisors, Inc........................................... 361,300 (8) 6.5%
1299 Ocean Avenue
Santa Monica, CA 90401
T. Rowe Price Small Cap Value Fund, Inc.................................. 350,000 (8) 6.3%
100 E. Pratt Street
Baltimore, MD 21202
The Cross Country Group, Inc............................................. 420,100 (9) 7.6%
4040 Mystic Valley Parkway
Boston, MA 02155
All Directors and Executive Officers as a Group (6 persons).............. 1,047,878 (10) 17.8%
</TABLE>
- ---------------------
(1) The address of all executive officers and directors is 400 Sawgrass
Corporate Parkway, Sunrise, FL 33325.
9
<PAGE>
(2) Includes 14,397 shares of common stock held by Carl Buccellato as Trustee of
the Renee Buccellato Trust, the Lori Ann Buccellato Trust and the Matthew
Buccellato Trust. Includes presently exercisable options to purchase 260,000
shares of common stock.
(3) Includes 243,701 shares of common stock held by Melvin Stewart as Trustee of
the Melvin Stewart Trust. Also includes 15,788 shares of common stock held by
Mitchell Stewart as Trustee of the Bari Udell Trust, as to which trust Melvin
Stewart has the power to direct the voting and investment of such shares as
trust advisor and as to which beneficial ownership is disclaimed by Mr. Stewart.
(4) Consists of options to purchase 30,000 shares of common stock.
(5) Includes presently exercisable option to purchase 10,000 shares of
common stock. The total does not include 1,000 shares owned by Gayle N.
Gruber, Ms. Gruber's daughter, as to which beneficial ownership is
disclaimed by Ms. Gruber.
(6) Includes options to purchase 17,500 shares of common stock.
(7) Includes 70,000 shares of common stock owned under a retirement plan for the
benefit of Michael A. Nocero, Jr. M.D. and indirect ownership of 24,000 shares
owned by his daughters. Includes presently exercisable options to purchase
17,500 shares of common stock.
(8) Ownership shares and percentages based upon the Schedules 13G as provided to
the Company.
(9) Ownership shares and percentages based on Schedules 13D as provided to the
Company. Consists of three related parties that own positions, NAPAQ
Corporation, Cross Country Motor Club, Inc. and Jeffrey C. Wolk.
(10) Includes an aggregate of 335,000 shares which the officers and directors
have the right to acquire within 60 days of April 23, 1996, through the exercise
of options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Item 11 "Executive Compensation - Compensation Committee
Interlocks and Insider Participation."
10
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HOMEOWNERS GROUP, INC.
By: \S\ C. GREGORY MORRIS
------------------------------
C. Gregory Morris, Vice President
Dated: April 29, 1996
11
