UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-27314
AMC FINANCIAL, INC.
(Formerly CITYSCAPE FINANCIAL CORP.)
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2994671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<TABLE>
<CAPTION>
<S> <C>
11111 WILCREST GREEN, SUITE 250, HOUSTON, TEXAS 77042 (713) 787-0100
(Address of principal executive offices, including zip code) (Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $.01 PER SHARE
</TABLE>
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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirement 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. [ ]
As of April 17, 2000, the aggregate market value of the registrant's common
stock held by non-affiliates: N/A
DOCUMENTS INCORPORATED BY REFERENCE: NONE
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS REQUIRED TO BE FILED BY SECTIONS 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT. YES [X] NO [ ]
ON OCTOBER 6, 1998, THE REGISTRANT AND ITS WHOLLY-OWNED SUBSIDIARY EACH FILED
VOLUNTARY PETITIONS FOR RELIEF UNDER CHAPTER 11 OF TITLE 11 WITH THE UNITED
STATES BANKRUPTCY COURT FOR THE FEDERAL BANKRUPTCY CODE IN THE SOUTHERN DISTRICT
OF NEW YORK.
APPLICABLE ONLY TO CORPORATE ISSUERS:
7,767,452 SHARES, $.01 PAR VALUE, OF COMMON STOCK WERE OUTSTANDING AS OF
APRIL 17, 2000
<PAGE>
This Amendment No. 1 on Form 10-K/A amends and restates in its entirety the
following items of Part III of the Annual Report on Form 10-K of AMC Financial,
Inc. (the "Company") for the fiscal year ended December 31, 1999 ("Form 10-K").
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Item 13. Certain Relationships and Related Transactions
Capitalized terms used herein and not otherwise defined shall have the same
meanings ascribed to them in the Company's Form 10-K.
2
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION
- ------------------- ----- ------------------------------------------
D. Richard Thompson 46 Director, Chairman, Chief Executive
Officer and President
Michael L. Kennemer 40 Chief Financial Officer and Treasurer
Mark A. Neporent 42 Director
Todd R. Snyder 38 Director
Raymond H. Wechsler 55 Director
D. RICHARD THOMPSON, Chairman of the Board, Chief Executive Officer and
President, has served as a Director since July 1999. Mr. Thompson was appointed
Chief Executive Officer and President of AEGIS Mortgage Corporation in 1998
after having served as Managing Director since 1993. He holds a law degree from
the University of Houston and a B.A. degree from Centenary College. Mr. Thompson
is a member of the State Bar of Texas and the American Institute of Certified
Public Accountants.
MICHAEL L. KENNEMER has served as Chief Financial Officer and Treasurer since
July 1999. Mr. Kennemer has held the position of Executive Vice President of
AEGIS Mortgage Corporation since December 1998. From 1995 to 1998, Mr. Kennemer
served as Vice President, Regional Sales Manager for Countrywide Home Loans. He
holds a B.B.A. in Accounting and Finance from Texas Christian University. Mr.
Kennemer is a member of the Texas Mortgage Bankers Association and the American
Institute of Certified Public Accountants.
MARK A. NEPORENT has served as a Director since July 1999. Mr. Neporent is Vice
President and Chief Operating Officer of Madeleine, L.L.C. where he has served
since 1998. He is also Chief Operating Officer and General Counsel of Cerberus
Capital Management, L.P. where he has served since 1998. From 1989 to 1998, Mr.
Neporent was a partner in the law firm of Schulte, Roth & Zabel, L.L.P. Mr.
Neporent holds a B.A. degree from Lehigh University and a law degree from
Syracuse University College of Law. He is a member of the State Bar of New York.
TODD R. SNYDER has served as a Director since August 1999. Mr. Snyder has served
as a Managing Director of Rothschild Inc. since March 2000. From 1997 to 2000,
Mr. Snyder served as Managing Director of Peter J. Solomon Company. Mr. Snyder
was Principal, Managing Director and National Director of the Corporate Recovery
Practice for Government Enterprises with KPMG LLP from 1995 to 1997. Mr. Snyder
holds a law degree from the University of Pennsylvania Law School and a B.A.
degree with honors from Wesleyan University. He is a member of the State Bar of
New York.
RAYMOND H. WECHSLER has served as a Director since August 1999. Mr. Wechsler is
Chairman and Chief Executive of American Equity Partners, Inc. where he has
served since 1992. Mr. Wechsler holds a B.A. degree from Queens College and a
M.B.A. degree from Columbia University Graduate School of Business. He is a
Certified Public Accountant in New York.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than ten percent of the
Company's Common Stock (collectively,
3
<PAGE>
"Filing Persons") to file with the SEC initial reports of ownership (Form 3),
reports in changes of ownership (Form 4), or annual report of ownership (Form
5). All filing Persons are required by Securities Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms filed.
To the Company's knowledge based on its review of the copies of such reports
furnished to the Company and upon certain other representations made by filing
persons, D. Richard Thompson, Michael L. Kennemer, Todd R. Snyder and Raymond A.
Wechsler failed to timely file one (1) Form 3, which form was subsequently
filed.
The Company is unable to determine the reporting compliance of Section 16 (a)
beneficial owners of Cityscape common stock due to the lack of adequate records
and non-response to written representation by former officers and directors.
ITEM 11. EXECUTIVE COMPENSATION
The following table reflects all forms of compensation for services to the
Company for the years ended December 31, 1999, 1998 and 1997 of the Chief
Executive Officer of the Company and the two most highly compensated executive
officers of the Predecessor Company, Cityscape Financial Corp. and its wholly
owned subsidiary Cityscape Corp.
<TABLE>
<CAPTION>
ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION
---- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
D. Richard Thompson ............................. 1999 $300,000 -- --
CHIEF EXECUTIVE OFFICER AND PRESIDENT ........... 1998 -- -- --
1997 -- -- --
Steven M. Miller
FORMER CHIEF EXECUTIVE OFFICER OF CITYSCAPE; .... 1999 $174,492 $479,630 --
SENIOR VICE PRESIDENT OF CSC .................... 1998 $250,000 $600,000 --
1997 $201,923 -- $ 80,000 (1)
Cheryl P. Carl
FORMER VICE PRESIDENT AND SECRETARY OF CITYSCAPE;
TREASURER AND SECRETARY OF CSC .................. 1999 $323,639 $ 84,814 --
1998 $324,755 $200,000 --
1997 $215,750 -- --
</TABLE>
(1) Represents consulting fees paid to Mr. Miller prior to his employment.
Stock options granted to former Cityscape employees are not listed since the
stock option plan was effectively terminated by the confirmation of Cityscape's
amended plan of reorganization in Bankruptcy Court.
4
<PAGE>
DIRECTOR COMPENSATION
Mr. Wechsler and Mr. Snyder each receive director fees of $1,000 monthly.
Meetings of the Board of Directors of the Company have been conducted
telephonically and therefore no expenses have been incurred in connection with
attendance of directors at meetings of the Board of Directors.
STOCK OPTIONS
There were no options granted by the Company or Cityscape during 1999.
Cityscape's stock option plan became inoperative with the confirmation of the
amended plan of reorganization in Bankruptcy Court.
There were no shares of Cityscape's common stock acquired in 1999 through the
exercise of stock options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Since there is not a Compensation Committee of the Board of Directors of the
Company there were no relationships requiring disclosure by the Company.
EMPLOYMENT AGREEMENTS
The Company does not have an employment agreement with Mr. Thompson. Cityscape
had an employment agreement with Cheryl P. Carl. The agreement required the
executive officer to denote her full time and best efforts to Cityscape during
the term of the agreement.
The employment agreement with Ms. Carl was for a term commencing May 31, 1998
and ended December 31, 1999. The agreement provided for an annual salary of
$275,000. Because of Ms. Carl's commitment to remain employed with the Company
during the Company's reorganization, the agreement also provided for the payment
of a stay bonus of $200,000, all of which was paid to Ms. Carl by January 5,
1999. Ms. Carl's compensation for the year ended December 31, 1999 totaled
$408,453.
5
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 17, 2000 with respect to
the number of shares of Common Stock beneficially owned by (1) each stockholder
and/or named executive officer individually, (2) all executive officers and
directors of the Company as a group and (3) each stockholder known by the
Company to be the beneficial owner of more than 5% of the Company's Common Stock
and all executive officers and directors of the Company as a group. Each
stockholder has sole voting and investment power with respect to the shares
shown.
NUMBER OF SHARES % OF
BENEFICIALLY OWNED CLASS
-------------------- ----------
D. Richard Thompson.......... -- --
Michael L. Kennemer.......... -- --
Mark A. Neporent............. -- --
Todd R. Snyder............... -- --
Raymond H. Wechsler.......... -- --
Cheryl P. Carl............... -- --
Steven M. Miller............. -- --
Stephen Feinberg............. 2,638,133 34.0
450 Park Avenue
New York, NY 10022
MacKay Shields, L.L.C. ...... 2,042,981 26.3
9 West 57th
New York, NY 10019
Continental Casualty Company. 611,371 7.8
CNA Plaza
Chicago, Illinois 60685
All executive officers and
directors as a group (5 persons) -- --
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the normal course of business some members of the Board of Directors have
proposed business alliances with companies with which they are associated. In
the opinion of management, each of these transactions or arrangements was
entered into on terms as favorable to the Company as could have been obtained in
transactions or arrangements with unaffiliated third parties.
6
<PAGE>
AEGIS MORTGAGE CORPORATION
The Company has entered into an Administrative Services Agreement with AEGIS
pursuant to which AEGIS has assumed responsibility for accounting and
administrative activities of the Company. The Company paid AEGIS $360,000 for
such services during 1999.
The Company has entered into a Mortgage Loan Specialty Servicing Agreement with
AEGIS pursuant to which AEGIS performs services to initiate foreclosure, file
claims and aggressively pursue loss mitigation activity on specific loans.
During the year ended December 31, 1999, the Company paid AEGIS servicing fees
of $42,805. The Company expects to pay servicing fees to AEGIS in excess of
$60,000 for the year 2000. Mr. Thompson, Chairman of the Board of Directors, is
a Director, Chief Executive Officer and President of AEGIS.
MOULTON, INC.
Prior to Cityscape and CSC's voluntary petitions for bankruptcy, Moulton, Inc.,
("Moulton") provided consulting services for the Predecessor Company. For the
year ended December 31, 1999, the Company paid Moulton $536,000. The Company
does not anticipate utilizing the services of Moulton in 2000. Mr. Thompson,
Chairman of the Board of Directors, is President and a 50% shareholder of
Moulton. The remaining 50% is owned by Mr. Thompson's wife.
PETER J. SOLOMON COMPANY LIMITED
The Company engaged Peter J. Solomon Company Limited ("PJSC") to develop,
evaluate and recommend strategic alternatives for the Company which would
maximize shareholder value. The Company paid PJSC $125,000 upon signing of the
engagement letter in January 2000. The remaining $125,000 is payable upon PJSC's
presentation of strategic alternatives. The Company does not expect to engage
PJSC for any further services. Mr. Snyder, a director of the Company, was
employed by PJSC when the engagement letter was signed but has since resigned.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMC FINANCIAL, INC.
By:/S/D. RICHARD THOMPSON
D. Richard Thompson
Title: Chief Executive Officer and President
By:/S/MICHAEL L. KENNEMER
Michael L. Kennemer
Title: Chief Financial Officer and Treasurer
Date: April 18, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
SIGNATURE TITLE
/s/D. Richard Thompson Chief Executive Officer, President and Director
D. Richard Thompson (Principal Executive Officer)
/s/Mark A. Neporent
Mark A. Neporent Director
/s/Todd R. Snyder
Todd R. Snyder Director
/s/Raymond H. Wechsler
Raymond H. Wechsler Director
/s/Michael L. Kennemer Executive Vice President, Chief Financial Officer
Michael L. Kennemer and Treasurer (Principal financial officer and
principal accounting officer)
April 18, 2000
8
