<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
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)
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)
May 6, 1997
(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 7 Pages)
<PAGE> 2
CUSIP No. 43739N107 SCHEDULE 13D Page 2 of 7 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
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) [ ]
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(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
-0-
Shares --------------------------------------------------------
(8) Shared Voting Power
Beneficially
--
Owned by --------------------------------------------------------
(9) Sole Dispositive Power
Each
-0-
Reporting --------------------------------------------------------
(10) Shared Dispositive Power
Person With
--
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
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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)
-0-
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(14) Type of Reporting Person*
PN
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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> 3
HOMEOWNERS GROUP, INC.
AMENDMENT NO. 5 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, Amendment No. 2 to
Schedule 13D filed on December 3, 1996, Amendment No. 3 to Schedule 13D
filed on January 10, 1997, and Amendment No. 4 to Schedule 13D
filed on March 10, 1997. Terms defined in the Schedule 13D as amended by
Amendment No. 1 to Schedule 13D, Amendment No. 2 to Schedule 13D,
Amendment No. 3 to Schedule 13D, and Amendment No. 4
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
</TABLE>
(Page 3 of 7 Pages)
<PAGE> 4
<TABLE>
<S> <C> <C>
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
Stephens Group, Inc. 111 Center Street Private Investment
Affiliate/Stephens, Inc. Suite 2400 Banking firm
Little Rock, AR 72201
</TABLE>
(d) None of the entities or persons 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 beneficially
owned prior to May 6, 1997 and reported in Item 5 hereof was approximately
$1,938,106.50. 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 have beneficially owned 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. was the beneficial owner of 1,027,000 shares of
Common Stock (approximately 18.5% of the shares of Common Stock of the Issuer)
prior to May 6, 1997. DC Investment L.P. became the beneficial 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. From October 9, 1996 through April 11, 1997, DC Investment L.P. made the
following purchases of Issuer's common stock increasing its beneficial ownership
to its pre-May 6, 1997 level:
(Page 4 of 7 Pages)
<PAGE> 5
<TABLE>
<CAPTION>
Date Number of Shares
---- ----------------
<S> <C>
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
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
December 9, 1996 10,000
December 12, 1996 10,000
December 17, 1996 30,000
December 24, 1996 6,500
January 16, 1997 8,000
January 20, 1997 10,000
February 14, 1997 50,000
February 26, 1997 15,000
March 25, 1997 10,000
April 3, 1997 17,500
April 11, 1997 10,000
</TABLE>
(b) DC Investment L.P. was the beneficial owner of all of the shares of
Common Stock listed in (a) of this Item 5, and had sole power to vote and
dispose of all such shares. DC Partners, as the general partner of DC
Investment, L.P., was deemed to have beneficially owned the securities owned by
DC Investment, L.P.
(c) DC Investment L.P. disposed of its entire interest in the Common Stock
on May 6, 1997 at a price of $2.03 per share pursuant to the terms and
conditions of that certain Stock Purchase Agreement by and between DC Investment
L.P. and HAC, Inc. and attached hereto as Exhibit 1.
(d) No person other than DC Investment L.P. had 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.
(e) DC Investment L.P. ceased to be the beneficial owner of more than five
percent (5%) of the Common Stock on May 6, 1997.
(Page 5 of 7 Pages)
<PAGE> 6
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
the Securities of the Issuer.
Item 6 is amended and restated to read in its entirety as follows:
Attached hereto as Exhibit 1, pursuant to Item 7, is the Stock Purchase
Agreement by and between DC Investment L.P. and HAC, Inc. evidencing the
transfer of the Common Stock. Under the terms of the Stock Purchase Agreement
entered into on May 6, 1997 (the "Stock Purchase Agreement"), DC Investment L.P.
sold 1,027,000 shares of the Issuer's Common Stock to HAC, Inc. at a price of
$2.03 per share for an aggregate purchase price of $2,084,810. Under the Stock
Purchase Agreement, DC Investment L.P., the beneficial owner of 989,500 shares
of the Issuer on April 21, 1997, the record date set by the Issuer for
stockholder approval of the Agreement and Plan of Merger among Cross Country
Group, Inc., CC Acquisition Corp., and the Issuer dated as of May 14, 1997 (the
"Agreement"), agreed to vote all of the shares owned by it and eligible to be
voted for approval of the Agreement.
Item 7. Material to be filed as Exhibits.
Item 7 is amended and restated to read in its entirety as follows:
Attached hereto as Exhibit 1 is the Stock Purchase Agreement by and between
DC Investment L.P. and HAC, Inc. evidencing the transfer of the Common Stock.
(Page 6 of 7 Pages)
<PAGE> 7
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: June 5, 1997 DC INVESTMENT PARTNERS
OPPORTUNITY FUND, L.P.
By: DC Investment Partners, LLC, General Partner
By: Doctor R. Crants, III
------------------------------------------
Title: Managing Partner
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(Page 7 of 7 Pages)
<PAGE> 8
EXHIBIT 1
STOCK PURCHASE AGREEMENT
This Agreement is dated as of the 6th day of May, 1997, by and between DC
Investment Partners Opportunity Fund, L.P. (the "Seller") and HAC, Inc., a
Florida corporation, (the "Buyer").
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from
Seller, 1,027,000 shares of Homeowners Group, Inc., $.01 par value, Common Stock
(the "Shares") on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the representations, warranties and
agreements herein contained, Seller and Buyer agree as follows:
1. SALE OF SHARES. Simultaneously with the execution of this Agreement,
Seller shall sell, assign, transfer and deliver to Buyer, and Buyer
shall purchase from Seller, the Shares at a price of $2.03 per Share
for an aggregate purchase price of $2,084,810.
2. WARRANTIES AND REPRESENTATIONS OF SELLER. Seller represents and
warrants to Buyer that:
(a) Seller is the beneficial owner of the Shares, free and clear of any
liens, pledges, restrictions, options, rights of first refusal,
encumbrances, charges, agreements or claims of any kind whatsoever
(collectively the "Claims") and is not acting as representative or
agent for, or participating with, any other shareholder of Homeowners
Group, Inc. in the sale and delivery of the Shares to the Buyer.
(b) On April 21, 1997, Seller was the beneficial owner of 989,500 Shares.
(c) All of Seller's Shares, including the 989,500 Shares owned on April
21, 1997, are held of record by Goldman Sachs & Co. for the account
and benefit of Seller.
(d) Seller has the legal right, power and authority to sell, assign,
transfer and delivery the Shares to Buyer, and such delivery will
convey to Buyer lawful, valid and marketable title to the Shares, free
and clear of any and all Claims.
(e) Seller has sole voting and dispositive power over all of the Shares.
(f) Seller has had full opportunity to evaluate this transaction and to
question Buyer regarding the intentions of Buyer and its affiliates to
consummate the transaction (the "Merger") contemplated by the
Agreement and Plan of Merger dated as of
<PAGE> 9
May 14, 1996, as amended, among The Cross County Group, Inc., CC
Acquisition Corp., and Homeowners Group, Inc. (the "Merger
Agreement"), and Seller acknowledges that Buyer placed no time
restrictions on Seller's evaluation and decision to enter into this
transaction.
(g) Seller has such knowledge and experience in financial and business
matters that it is capable of evaluating, and has evaluated, the
merits and risks of this transaction.
(h) Seller was not introduced to Buyer by any broker or dealer and was not
so induced or made to enter into this Agreement or dealt with any
other party who would be entitled to be paid a brokerage fee or
commission by Seller. Seller agrees to indemnify and hold Buyer
harmless from any and all claims of any party, loss or damage
resulting from Seller's misrepresentation hereunder.
(i) Seller is duly authorized to enter into and be bound by the terms of
this Agreement and to consummate the transaction contemplated hereby.
3. WARRANTIES AND REPRESENTATIONS OF BUYER. Buyer warrants and represents
to Seller that:
(a) Buyer is duly authorized to enter into and be bound by the terms of
this Agreement and to consummate the transaction contemplated hereby,
and such actions will not violate the Merger Agreement, its
Certificate of Incorporation or By-laws.
(b) It is the present intention of Buyer and its affiliates to consummate
the Merger on the terms and conditions set forth in the Merger
Agreement.
(c) Buyer has such knowledge and experience in financial and business
matters that it is capable of evaluating, and has evaluated, the
merits and risks of this transaction.
(d) Buyer was not introduced to Seller by any broker or dealer and was not
so induced or made to enter into this Agreement or dealt with any
other party who would be entitled to be paid a brokerage fee or
commission by Buyer. Buyer agrees to indemnify and hold Seller
harmless from any and all claims of any party, loss or damage
resulting from Buyer's misrepresentation hereunder.
4. AGREEMENT TO VOTE FOR MERGER. Seller agrees and represents that it
will vote all of the Shares owned by it and eligible to be voted, for
approval of the Merger and/or as otherwise directed by Seller. Seller
further agrees to provide Buyer with, or to cause the record owner of
the Shares to provide Buyer with, an irrevocable proxy in favor of
Buyer or its nominees with respect to all of the Shares owned by
Seller or any affiliate.
<PAGE> 10
5. MISCELLANEOUS.
(a) All representations and warranties made by the parties in this
Agreement, including the obligations and agreements of Seller
contained in Section 4 herein, shall survive the execution and
delivery of this Agreement. No representations or warranties are made
by any party hereto except as expressly set forth in this Agreement.
(b) Each of the parties hereto shall cooperate and take such actions, and
execute such other documents as may reasonably requested by the other
party to carry out the provisions and purposes of this Agreement.
(c) This Agreement may be executed by facsimile signature in one or more
counterparts.
Executed as of the date first written above.
DC Investment Partners Opportunity Fund, L.P.
By: /s/ D. Robert Crants, III
Name: D. Robert Crants, III
Title: Managing Partner
HAC, Inc.
By: /s/ Howard Wolk
----------------------------------
Name: Howard Wolk
----------------------------------
Title: Director
--------------------------------
