UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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)
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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 11, 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.) [ ]
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 9 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person NAPAQ Corporation
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2 Check the Appropriate Box if a Member of a Group* (a)[ ]
(b)[X]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Nevada
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Number of 7 Sole Voting Power 126,000
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 126,000
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 126,000
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 2.266%
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14 Type of Reporting Person* CO
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*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 9 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No.
of Above Person CROSS COUNTRY MOTOR CLUB, INC.
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2 Check the Appropriate Box if a Member of a Group* (a)[ ]
(b)[X]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Massachusetts
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Number of 7 Sole Voting Power 291,100
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 0
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 291,100
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 291,100
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 5.237%
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14 Type of Reporting Person* CO
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*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 9 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person JEFFREY C. WOLK
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2 Check the Appropriate Box if a Member of a Group* (a)[ ]
(b)[X]
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3 SEC Use Only
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4 Source of Funds* CA
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization USA
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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
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,000
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) .054%
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14 Type of Reporting Person* IN
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*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 9 PAGES
--------- ----- -----
This Amendment No. 1 relates to the Schedule 13D filed on behalf of the
Reporting Persons on April 4, 1996. The text of Items 3, 4 and 5 of said
Schedule 13D is hereby amended by substituting therefor the full text of such
Items set forth herein below.
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 $401,283 (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 $269,575 (exclusive of commissions and other
expenses).
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 $10,500 (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 to the
previously filed Schedule 13D 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, until April 12, 1996, 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 to the previously filed
Schedule 13D as Exhibit C), CCG has reiterated its desire to continue such
negotiations.
In a Letter dated April 12, 1996, the Issuer has agreed to engage in
discussions with CCG based upon public information. CCG does not currently
intend to report by amendment to this Schedule 13D or otherwise, changes to its
proposal which may occur in connection with such discussions, except to the
extent required to do so by law.
CCG continues to consider, 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.
<PAGE>
CUSIP NO. 43739N107 PAGE 6 OF 9 PAGES
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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 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>
126,000 The record ownership and economic 2.266%
interest in such shares is held
by NAPAQ.
291,100 The record ownership and economic 5.237%
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.
============== ===============
420,100 7.557%
</TABLE>
<PAGE>
CUSIP NO. 43739N107 PAGE 7 OF 9 PAGES
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Collectively, the Reporting Persons may be deemed directly or
indirectly to beneficially own 7.557% 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:
<TABLE>
<CAPTION>
Purchase Transactions by CCMC
-----------------------------
Date No. of Shares Price per Share Total
---- ------------- --------------- -----
<S> <C> <C> <C> <C>
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
4/09/96 25,500 1.810 46,155
4/10/96 10,000 1.810 18,100
4/11/96 14,500 1.810 26,245
4/15/96 19,000 1.750 34,390
4/15/96 1,000 1.810 1,810
4/15/96 16,000 1.935 30,960
4/15/96 3,100 1.810 5,611
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
4/04/96 10,000 1.5000 15,000
4/08/96 10,000 1.6563 16,563
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
CUSIP NO. 43739N107 PAGE 8 OF 9 PAGES
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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/ Sidney D. Wolk
------------------
Sidney D. Wolk, Secretary
/s/ Jeffrey C. Wolk
-------------------
Jeffrey C. Wolk
Date: April 16, 1996
<PAGE>
CUSIP NO. 43739N107 PAGE 9 OF 9 PAGES
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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
16th day of April, 1996.
NAPAQ Corporation
by: /s/ Sidney D. Wolk
------------------
Sidney D. Wolk, Secretary
Cross Country Motor Club, Inc.
by: /s/ Sidney D. Wolk
------------------
Sidney D. Wolk, President
/s/ Jeffrey C. Wolk
-------------------
Jeffrey C. Wolk
