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CONFORMING EDGAR COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FIRST CHESAPEAKE FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
319452 10 8
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(CUSIP Number)
Gerald F. Stahlecker
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, PA 19102
(215) 568-6060
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1996
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(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 13d-1(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 1 of 10
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CUSIP No. 319452 10 8 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Mendelson
Social Security ####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF and WC
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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
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,126,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 1,126,000
SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,126,000
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CUSIP No. 319452 10 8 13D Page 3 of 10 Pages
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)
22.42%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 319452 10 8 13D Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hampton Financial Services, Inc.
Federal Tax ID #23-2660014
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
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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 PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) //
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF
SHARES 956,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 956,000
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,000
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CUSIP No. 319452 10 8 13D Page 5 of 10 Pages
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)
19.42%
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 319452 10 8 13D Page 6 of 10 Pages
SCHEDULE 13D
Reference is made to the Schedule 13D, dated December 9, 1994, previously
filed by Hampton Financial Services, Inc. ("Hampton") and its Chairman and
Chief Executive Officer, Mark Mendelson, relating to First Chesapeake
Financial Corporation (the "Issuer") (such Schedule 13D is hereinafter
referred to as the "Schedule 13D"). The Schedule 13D is hereby amended and
restated it its entirety as follows:
Item 1. Security and Issuer.
This statement relates to shares of common stock, no par value
("Common Stock"), of First Chesapeake Financial Corporation (the
"Issuer"). The principal executive offices of the Issuer are 9011
Arboretum Parkway, Suite 200, Richmond, Virginia 23236.
Item 2. Identity and Background.
(a) Mark Mendelson and Hampton Financial Services, Inc. ("Hampton") are
the persons filing this report. Mr. Mendelson and Hampton are sometimes
hereinafter collectively referred to as the "Reporting Persons."
(b) Mr. Mendelson has a business address at the Americus Centre, 541
Hamilton Street, Allentown, Pennsylvania 18101. Hampton's principal
executive offices are located at the Americus Centre, 541 Hamilton
Street, Allentown, PA 18101.
(c) The principal occupation of Mr. Mendelson is Chairman and Chief
Executive Officer of Hampton. Hampton is a diversified financial
services firm which provides financial consulting services, engages in
real estate finance and development, and purchases and sells loans for
its own account and for the accounts of others. Mr. Mendelson is also
Chairman and Chief Executive Officer of Hampton Real Estate Group,
Inc., a diversified professional real estate brokerage, development
and management firm with its principal executive offices located at
541 Hamilton Street, Allentown, Pennsylvania 18101. In addition,
Mr. Mendelson is the Chief Executive Officer of Ideal Metal Stamping,
Inc., a manufacturer of metal stamping products located at 315 Cantor
Avenue, Linden, New Jersey 07036.
(d) During the last five years, Mr. Mendelson has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither of the Reporting Persons has
been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which either 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 violations with
respect to such laws.
(f) Mr. Mendelson is a citizen of the United States. Hampton is a
Pennsylvania corporation.
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CUSIP No. 319452 10 8 13D Page 7 of 10 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On December 9, 1994, Hampton acquired 550,000 shares of Common Stock
and warrants to purchase an additional 300,000 shares of Common Stock
(the "Warrants") in a private transaction for aggregate cash
consideration of $750,000 (the "Purchase Price"). The Warrants have
an exercise price of $2.00 per share and may be exercised at any time
on or prior to May 15, 1997. The Purchase Price was paid out of
Hampton's working capital.
In addition to the foregoing, Mr. Mendelson purchased 13,000 shares of
Common Stock in the thirty day period prior to December 9, 1994 for
aggregate consideration of $11,000.
Since December 9, 1994, the Reporting Persons have effected the
following purchases of Common Stock of the Issuer:
Purchases by Mark Mendelson
<TABLE>
<CAPTION>
Date Number of Shares Aggregate Purchase Price
---------- ------------------ ------------------------
<S> <C> <C>
12/15/94 20,000 $17,500
12/29/94 2,000 $ 1,750
12/30/94 2,000 $ 1,750
1/5/95 3,000 $ 2,814
1/26/95 10,000 $ 7,500
6/14/95 20,000 $10,000
</TABLE>
Purchases by Hampton
<TABLE>
<CAPTION>
Date Number of Shares Aggregate Purchase Price
--------- ------------------- -------------------------
<S> <C> <C>
3/21/95 10,000 $ 6,875
3/28/95 10,000 $ 6,250
7/7/95 10,000 $ 5,000
7/18/95 10,000 $ 5,000
8/21/95 10,000 $ 4,375
8/21/95 1,000 $ 500
12/8/95 10,000 $ 4,375
12/11/96 20,000 $ 5,625
12/17/96 25,000 $ 8,125
</TABLE>
All of such purchases by the Reporting Persons were effected in the open
market and were paid from working capital and/or personal funds of the
Reporting Persons, as applicable.
In July 1995, in consideration of his services to the Issuer as a
consultant, Mr. Mendelson was granted an immediately exercisable option to
purchase 100,000 shares of Common Stock (the "Consultant
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CUSIP No. 319452 10 8 13D Page 8 of 10 Pages
Options"). The Consultant Options have an exercise price of $0.125 per
share and may be exercised at any time prior to July 24, 2005.
By virtue of his ownership of all of the outstanding voting securities of
Hampton, Mr. Mendelson may be deemed to beneficially own the shares of
Common Stock purchased by Hampton.
Item 4. Purpose of the Transaction.
The Reporting Persons have acquired the Common Stock and Warrants for
investment purposes. The Reporting Persons may, in the future, acquire
additional shares of Common Stock or dispose of all or a portion of the
shares of Common Stock that they now own. The Reporting Persons have not
currently determined the amount, if any, or the timing of such additional
transactions. As of December 9, 1994, Mr. Mendelson had requested that the
Board of Directors of the Issuer appoint him to fill an existing vacancy on
such board at the earliest possible time. On August 12, 1996, Mr.
Mendelson was appointed to fill an existing vacancy on the Board of
Directors of the Issuer. Other than as referred to herein, the Reporting
Persons presently have no specific plans or proposals that relate to or
would result in: (1) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Issuer; (2) a sale or
transfer of a material amount of the assets of the Issuer or its
subsidiaries; (3) any change in the present board of directors or
management of the Issuer; (4) any material change in the present
capitalization or dividend policy of the Issuer; (5) any other material
changes in the Issuer's corporate structure or business; (6) any changes in
the Issuer's charter, bylaws, or instruments corresponding thereto or other
actions which might impede the acquisition of control of the Issuer by any
person; (7) a class of securities of the Issuer ceasing to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (8) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to the
Securities Exchange Act of 1934, as amended; or (9) any action similar to
any of those enumerated above.
Item 5. Interest in Securities and the Issuer.
(a) Hampton is the direct beneficial owner of 956,000 shares of Common
Stock (including 300,000 shares issuable upon the exercise of the
Warrants), or 19.42% of the Issuer's Common Stock, calculated in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended
("Rule 13d-3"). By virtue of his ownership of all of the outstanding
voting securities of Hampton, Mr. Mendelson may be deemed the indirect
beneficial owner of all such shares of Common Stock. In addition, Mr.
Mendelson is the direct beneficial owner of 170,000 shares of Common Stock
(including 100,000 shares of Common Stock issuable upon the exercise of the
Consultant Options). Consequently, Mr. Mendelson may be deemed to
beneficially own an aggregate total of 1,126,000 shares of Common Stock, or
22.42% of the Issuer's Common Stock, calculated in accordance with Rule
13d-3.
(b) Mr. Mendelson, through his ownership of all of the outstanding voting
securities of Hampton, has sole voting and sole dispositive power of all of
the shares of Common Stock indicated in (a) above.
(c) Except for the transactions described in Item 3 above, the Reporting
Persons have not effected any transactions in the securities of the Issuer
during the past sixty days.
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CUSIP No. 319452 10 8 13D Page 9 of 10 Pages
(d) No person other than the Reporting Persons has the right to receive
and the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares of Common Stock owned of record by them.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
None.
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CUSIP No. 319452 10 8 13D Page 10 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment No. 1 to the Statement on Schedule 13D is true, complete and
correct.
DATE: February 11, 1997
/s/ Mark Mendelson
---------------------------------
Mark Mendelson
HAMPTON FINANCIAL SERVICES, INC.
By: /s/ Mark Mendelson
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Mark Mendelson
Chairman and Chief Executive Officer
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