UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ) (1)
CHAMPION FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK $.001 PAR VALUE
(Title of Class of Securities)
15850C201
(CUSIP Number)
Mr. Paul F. Caliendo
CHAMPION FINANCIAL CORPORATION, 9495 EAST SAN SALVADOR DRIVE,
SCOTTSDALE, ARIZONA 85258 (602) 614-4270
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 13, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of 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 this statement [x]. (A fee
is not required only if the filing 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.
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(1) 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 5
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SCHEDULE 13D
CUSIP NO. 15850C201
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Risk Resolution Group.
EIN:
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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
OO
- --------------------------------------------------------------------------------
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
Maryland, USA
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7 SOLE VOTING POWER
Number of -0-
shares -------------------------------------------------------
beneficially 8 SHARED VOTING POWER
owned by -0-
each reporting -------------------------------------------------------
person with 9 SOLE DISPOSITIVE POWER
1,500,000
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
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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)
27.7%
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14 TYPE OF REPORTING PERSON
PN
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Page 2 of 5
<PAGE>
The title and class of equity securities to which this statement relates
is the Common Stock $.001 par value of Champion Financial Corporation, whose
principal executive officers are Paul F. Caliendo and Stephen J. Carder. The
principal executive offices are located at 9495 East San Salvador Drive,
Scottsdale, Arizona 85258.
Item 2. Identity and Background
The parties on whose behalf this statement is filed are Risk Resolution
Group, a Maryland general partnership, and InfoPlan, Inc., a Delaware
corporation. Risk Resolution Group's principal business is investing and
investment management and operates from 19 Hillsyde Court, Cockeysville,
Maryland 21030. InfoPlan, Inc., whose principal business is management
consulting, maintains its principal office at and conducts its principal
business from 19 Hillsyde Court, Cockeysville, Maryland 21030.
Neither of the reporting parties have been convicted in any criminal
proceeding in the last 5 years. Neither of the reporting parties have, in the
last 5 years, been party to a civil proceeding or judicial or administrative
proceeding and as a result of such proceeding have been 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 any finding
of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The reporting parties, who were the controlling stockholders of MPLC,
Inc., acquired their shares of the Registrant in exchange for their shares of
MPLC, Inc., pursuant to an Exchange Agreement consummated on December 13, 1996.
Item 4. Purpose of the Transaction
The transaction was the acquisition of one hundred percent of the
capital stock of MPLC, Inc. by the Registrant. Pursuant to the Exchange
Agreement, the Registrant acquired all of the right, title, and interest in and
to the Acquisition Agreement between MPLC, Inc., the stockholders of MPLC, Inc.,
Winifred S. Hayes, Inc. DBA HAYES, Incorporated, and the stockholders of
Winifred S. Hayes, Inc.
The reporting parties have no immediate plans to acquire any additional
shares of the Registrant, but intend to sell or trade some or all of their
shares of the Registrant in order to facilitate their and the Registrant's
acquisition of other businesses. There has been no other material change in the
present capitalization or dividend policy of the Registrant. Because Marcy
Engelbrecht, who was controlling stockholder of the Registrant before the
transaction, is a 50% partner in Risk Resolution Group, who acquired 1,500,000
shares of the Registrant, this transaction did not change control of the
Registrant. There have, to date, been no changes in the Registrant's charter or
bylaws in connection with the transaction that would impede the acquisition or
control of the Registrant by any person.
Page 3 of 5
<PAGE>
Item 5. Interest in Securities of the Issuer
The reporting parties own the following shares and percentages of the
Common Stock of the registrant (percentages are based on the latest information
available as of the filing date of this statement):
Reporting Party Shares Percentage
--------------- ------ ----------
Risk Resolution Group 1,500,000 27.68%
InfoPlan, Inc. 400,800 7.40%
Risk Resolution Group disclaims beneficial ownership of any of the
400,800 shares held by InfoPlan, Inc. and InfoPlan, Inc. disclaims beneficial
ownership of any of the 1,500,000 shares held by Risk Resolution Group.
InfoPlan, Inc. has the sole power to vote or dispose of the 400,800 shares held
by them. Pursuant to an Irrevocable Proxy executed on January 8, 1997, Risk
Resolution Group has granted voting control of its shares of stock jointly to
Mr. Paul Caliendo and Mr. Stephen J. Carder, the present Chairman, President,
and Chief Executive Officer and Executive Vice President and Chief Financial
Officer, respectively, of the Registrant. Risk Resolution Group has the sole
power to dispose of the 1,500,000 shares held by them.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Registrant
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the reporting parties with respect to their
securities of the Registrant except that:
(i.) one of the Registrant's directors, Marcy Engelbrecht, is a 50%
partner in Risk Resolution Group.
(ii.)one of the Registrant's directors, Marcy Engelbrecht, is a 50%
stockholder in InfoPlan, Inc.
(iii.) all of the shares of stock acquired by InfoPlan, Inc. in the
reported transaction have been subscribed by outside investors,
none of whom are expected to acquire a 5% or greater interest in
the Registrant as a result.
(iv.)during March, 1997, Risk Resolution Group sold 250,000 shares of
its securities in the Registrant to accredited outside investors
and transferred 1,000,000 shares to InfoPlan Partners, LLC, in
exchange for 1,000 units of the newly formed limited liability
company.
Item 7. Material to Be Filed as Exhibits
A copy of the Exchange Agreement dated December 13, 1996, pursuant to
which Risk Resolution Group and InfoPlan, Inc. acquired their shares is filed
herewith. Note that subsequent to the signing of the Exchange Agreement and
prior to the issuance of stock, Risk Resolution Group and InfoPlan, Inc. agreed
that 40,000 of the shares, according to the Exchange Agreement, to be issued to
Risk Resolution would be issued to InfoPlan, Inc. instead.
Page 4 of 5
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
- ------------------------ -----------------------------------------
Date Risk Resolution Group
Marcy Engelbrecht, General Partner
- ------------------------- -----------------------------------------
Date InfoPlan, Inc.
Zirk Engelbrecht, President
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 5 of 5
<PAGE>
EXCHANGE AGREEMENT
AGREEMENT, dated as of December 13, 1996, between Champion Financial
Corporation, a Utah corporation (the "Company"), and each of the parties whose
names appear on Schedule A attached hereto and made a part hereof ("Schedule A")
(hereinafter referred to individually as a "Stockholder" and collectively as the
"Stockholders").
WITNESSETH:
WHEREAS, as of the date hereof, each Stockholder owns shares of common
stock of MPLC, Inc., a Maryland corporation ("MPLC"); and
WHEREAS, each Stockholder has agreed to exchange all of its shares of
common stock of MPLC, the number of which is set forth next to such
Stockholder's name on Schedule A (the "Exchanged Stock"), for the number of
shares of common stock of the Company set forth next to such Stockholder's name
on Schedule A (the "Shares");
WHEREAS, as part of the consideration for the Shares and in addition to
the Exchanged Stock, each Stockholder has agreed to assign its right, title and
interest (the "Rights") in and to that certain Acquisition Agreement dated as of
August 30, 1996 by and among the Company, Dr. Winifred S. Hayes and Robert E.
Hayes, Jr., MPLC, InfoPlan, Inc., Gary Bryant, Dr. Lawrence G. Miller and Risk
Resolution Group pursuant to which the Company will acquire between 26% and 75%
of the outstanding stock of HAYES, Incorporated.
NOW, THEREFORE, in consideration of the premises and the mutual
representations and covenants herein contained and for other good and valuable
consideration, the parties hereto agree as follows:
1. Subject to the terms and conditions hereof, the Company hereby
agrees to issue to each Stockholder and each Stockholder hereby agrees to
accept, in exchange for all of such Stockholder's Exchanged Stock and the
Rights, the number of Shares set forth next to such Stockholder's name on
Schedule A.
2. Upon execution and delivery of this Agreement: (a) each Stockholder
shall deliver to the company the certificate(s) representing all of such
Stockholder's Exchanged Stock with such stock powers and powers of attorney as
shall be necessary to transfer such shares of Exchanged Stock duly executed in
blank; and (b) the Company shall deliver to each Stockholder a certificate
representing the number of Shares set forth opposite such Stockholder's name on
Schedule A.
<PAGE>
3. Each Stockholder represents and warrants to the Company as follows:
(a) Each Stockholder will be, immediately prior to the events referred
to in Paragraph 2 of this Agreement, the sole owner of such Stockholder's shares
of Exchanged Stock free and clear of any liens, claims, security interests, and
encumbrances of any kind or nature whatsoever and will have a complete power to
transfer and deliver the Exchanged Stock to the Company, as contemplated in
Paragraph 2 of this Agreement, free and clear of all liens, claims, security
interests, and encumbrances.
(b) The execution, delivery and performance by each Stockholder of this
Agreement are within the powers of the Stockholder, have been duly authorized
and will not constitute or result in a breach or default under, violation of, or
conflict with, any law, statute, rule, regulation, ordinance, order, judgment,
injunction, decree, or other restriction, or any contract, agreement, lease,
mortgage, deed of trust, instrument, permit or other undertaking, to which the
Stockholder is a party or by which the Stockholder is bound, and, in respect of
Risk Resolution Group and InfoPlan, Inc., will not violate any provisions of
their articles of incorporation, by-laws or similar instruments. The signature
of each Stockholder on this Agreement is genuine, and the signatory has legal
competence and capacity to execute the same, and in respect of Risk Resolution
Group and InfoPlan, Inc., the signatory has been duly authorized to execute the
same, and this Agreement constitutes a legal, valid and binding obligation of
the Stockholder, enforceable in accordance with its terms.
(c) Each Stockholder or such Stockholder's representative has had full
and complete access to the officers and directors of the Company and to such
business, financial, or other information concerning the Company which such
Stockholder or such Stockholder's representative deemed necessary or appropriate
to make a determination to enter into this Agreement and to effect the exchange
of stock as contemplated by this Agreement (the "Exchange").
(d) Each Stockholder represents that, except as set forth in this
Agreement, no representations or warranties have been made to the Stockholder by
the Company or any agent, employee or affiliate of the Company and in effecting
the Exchange, the Stockholder is not relying on any information, other than that
contained in this Agreement and the results of an independent investigation by
the Stockholder.
(e) Each Stockholder or such Stockholder's representative has such
knowledge and experience in financial and business matters and is capable of
utilizing the information that is available to the Stockholder or such
Stockholder's representative concerning the Company to evaluate the merits and
risks of an investment in the Company and the Stockholder is able to bear the
economic risk of such investment.
<PAGE>
(f) Each Stockholder has been advised that the Shares being issued to
such Stockholder hereunder have been registered under the Securities Act of
1933, as amended (the "Act"), nor has the Company agreed to so register any
Shares, and, accordingly, such shares are restricted securities, as such term is
used in the Act, and such Stockholder will not be able to sell or otherwise
dispose of the Shares, unless they are subsequently registered under the Act or
an exemption from registration thereunder is available.
(g) The shares acquired by each Stockholder hereunder are being
acquired for the Stockholder's sole benefit and account, for purposes of
investment only and with no present intent to sell or view to distribute the
same.
(h) Each Stockholder acknowledges that the Exchange may involve tax
consequences. Each Stockholder acknowledges that it must retain its own
professional advisors to evaluate the tax and other consequences of the
Exchange.
4. The Company represents and warrants to each Stockholder as follows:
(a) It is a corporation duly organized, validly existing, and in good
standing under the laws of the State of [Delware].
(b) The Company has the corporate power and has taken all necessary
corporate action to execute, deliver and perform this Agreement and enable it to
issue the Shares. The Shares to be issued by the Company hereunder will be duly
authorized and, upon issuance to each Stockholder pursuant to this Agreement ,
are duly and validly issued and outstanding, fully paid, and non-assessable.
(c) The execution, delivery and performance by the Company of this
Agreement will not constitute or result in a breach or default under, violation
of, or conflict with, its Certificate of Incorporation or By-laws or any
contract, agreement, lease, mortgage, deed of trust, instrument, or permit to
which it is a party or by which it is bound, or any law, statute, rule,
regulation, ordinance, order, judgment, injunction, decree, or other
restriction.
5. The representations and warranties given by each Stockholder and the
Company as set forth in Paragraph 3 and 4 hereof shall survive the execution
hereof and the consummation of the transactions contemplated hereby.
6. Each Stockholder covenants to the Company that such Stockholder
shall not sell, transfer, or otherwise dispose of any of the Shares issued to
such Stockholder hereunder (i) without registration thereof under the Act
(unless, in the opinion of counsel to the Company, an exemption from such
registration is available), or (ii) in violation of any law.
<PAGE>
7. Each Stockholder consents:
(a) that each certificate representing the Shares to be issued to such
Stockholder hereunder will be impressed with a legend indicating that they are
not registered under the Act and reciting that any transfer is restricted; and
(b) that stop transfer instructions in respect of the Shares will be
issued to any transfer agent, transfer clerk, or other agent, at any time acting
for the Company.
8. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof, and the provisions hereof may not be
altered, amended, waived, terminated, or discharged in any way whatsoever except
by subsequent written agreement executed by the party charged therewith. A
waiver by any of the parties of any terms or conditions of this Agreement, or of
any other term or condition hereof, or of any subsequent breach hereof.
9. The parties hereto, will, upon the reasonable request of another
party, execute and deliver any additional documents necessary or desirable to
complete the transactions described herein.
10. Subject to any restrictions on transfer, this Agreement shall inure
to the benefit of the parties hereto and their successors and assigns.
11. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12. Notwithstanding the requirements set forth in Paragraph 2 of this
Agreement, this Agreement shall be effective as of the date hereof and the books
and records of the Company shall reflect these transactions as of this date.
13. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Maryland.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written.
CHAMPION FINANCIAL CORPORATION
By:
-------------------------------------
Name: Marcy Hallock Engelbrecht
Title: President
STOCKHOLDERS:
RISK RESOLUTION GROUP
By:
-------------------------------------
Name: Marcy Hallock Engelbrecht
Title: President
INFOPLAN, INC.
By:
-------------------------------------
Name: Zirk Engelbrecht
Title: President
----------------------------------------
Gary Bryant
----------------------------------------
Dr. Lawrence G. Miller
<PAGE>
Schedule A
Number of Shares Number of Shares
of MPLC of the Company
Owned Before the to be Issued in
Stockholders Stock Exchange Stock Exchange
- ------------ -------------- --------------
Risk Resolution Group 700 1,540,000
InfoPlan, Inc 164 360,800
Gary Bryant 68 149,600
Dr. Lawrence G. Miller 68 149,600
Total 1,000 2,200,000
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