As filed with the Securities and Exchange Commission on June 8, 1999
Registration No. 333-75719
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
THE FINOVA GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 86-0695381
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1850 North Central Avenue
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Samuel L. Eichenfield
Chairman, President and Chief Executive Officer
The FINOVA Group Inc.
1850 North Central Avenue
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
-------------------
Please send copies of all communications to:
Richard Lieberman Karen E. Bertero
Vice President Gibson, Dunn & Crutcher LLP
Associate General Counsel 333 South Grand Avenue
The FINOVA Group Inc. Los Angeles, California 90071
1850 North Central Avenue (213) 229-7000
P.O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Common Amount to be Aggregate Price Aggregate Offering Amount of
Stock to be Registered Registered Per Unit Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------
Common Stock - par value
$.01 per share 211,379 $50.84375 $10,747,301.03 $2,987.75 (2)
===================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
Calculated on the basis of the average of the high and low reported prices
of the Registrant's Common Stock on the New York Stock Exchange on March
29, 1999.
(2) A registration fee of $2,987.75 was previously paid with respect to this
Registration Statement.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILES WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 8, 1999.
Prospectus [FINOVA LOGO]
211,379 Shares of Common Stock
The FINOVA Group Inc.
1850 N. Central Avenue
P. O. Box 2209
Phoenix, Arizona 85002-2209
(602) 207-6900
These shares may be offered for sale FINOVA is registering these shares as
from time to time by stockholders required by the Registration Rights
listed below in "Selling Agreement we signed with the Selling
Stockholders." They may sell their Stockholders when FINOVA acquired
shares at their discretion. As a Preferred Business Credit, Inc.
result, some or all of these shares ("PBC") by way of merger.
may not be sold by the Selling
Stockholders.
The Selling Stockholders, not FINOVA, FINOVA's common stock is quoted on the
will receive the proceeds from the New York Stock Exchange under the
sale of these shares. FINOVA will pay symbol "FNV." The closing price quoted
all of the expenses of the on the NYSE's composite tape was
registration of these shares, $50.75/share on June 4, 1999.
estimated to be $50,000.
The securities have not been approved The Selling Stockholders may offer the
or disapproved by the SEC or any securities directly or through
state securities commission. None of underwriters, agents or dealers. "Plan
those authorities has determined that of Distribution" below provides more
this prospectus is accurate or information on this topic.
complete. Any representation to the
contrary is a criminal offense.
June __, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and * Annual Report on Form 10-K for
current reports, proxy and information the year ended December 31,
statements and other information with 1998 and all amendments thereto.
the SEC. You may read and copy any
document we file at the SEC's public * Portions of the Proxy Statement
reference rooms in Washington, D.C., on Schedule 14A for the Annual
New York, New York and Chicago, Meeting of Shareholders to be
Illinois. Please call the SEC at held on May 13, 1999 that have
1-800-SEC-0330 for more information on been incorporated by reference
the public reference rooms and their into our 10-K.
copy charges. Our SEC filings are also
available to the public from the SEC's * Quarterly Report on Form 10-Q
web site at http://www.sec.gov. You for the Quarter ended March 31,
may also inspect our SEC reports and 1999.
other information at the New York
Stock Exchange, 20 Broad Street, New * Current Reports on Form 8-K
York, New York 10005. dated January 14, March 22,
April 14 and May 6, 1999.
The SEC allows us to "incorporate
by reference" the information we file * The description of FINOVA's
with them, which means we can disclose capital stock contained in our
information to you by referring you to Registration Statement on Form
those documents. Information S-3 dated March 3, 1999.
incorporated by reference is part of
this prospectus. Later information We will provide you with a copy of
filed with the SEC updates and these filings, at no cost to you, upon
supersedes this prospectus. written or oral request directed to:
We incorporate by reference the Treasurer
documents listed below and any future The FINOVA Group Inc.
filings made with the SEC under 1850 North Central Avenue
Sections 13(a), 13(c), 14 or 15(d) of P.O. Box 2209
the Securities Exchange Act of 1934 Phoenix, Arizona 85002-2209
until this offering is completed: (602) 207-6900
FINOVA
The FINOVA Group Inc. ("FINOVA," enable us to command pricing that
"we" or "us") is a financial services provides satisfactory spread over our
holding company. Through our principal borrowing costs.
subsidiary, FINOVA Capital Corporation
("FINOVA Capital"), we provide a broad We seek to maintain a high quality
range of financing and capital market portfolio and to minimize non-earning
products. We concentrate on lending to assets and write-offs. We use clearly
midsize business. FINOVA Capital has defined underwriting criteria and
been in operation since 1954. stringent portfolio management
techniques. We diversify our lending
We extend revolving credit activities geographically and among a
facilities, term loans and equipment range of industries, customers and
and real estate financing primarily to loan products.
"middle-market" businesses with
financing needs falling generally Due to the diversity of our
between $100,000 and $35 million. We portfolio, we believe we are better
operate in 20 specific industry or able to manage competitive changes in
market niches under three market our markets and to withstand the
groups. We selected these niches impact of deteriorating economic
because our expertise in evaluating conditions on a regional or national
the creditworthiness of prospective basis. There can be no assurance,
customers and our ability to provide however, that competitive changes,
value-added services enables us to borrowers' performance, economic
differentiate ourselves from our conditions or other factors will not
competitors. That expertise and result in an adverse impact on our
ability also results of operations or financial
condition.
2
<PAGE>
We generate interest, leasing, fees * DISTRIBUTION AND CHANNEL FINANCE
and other income through charges (FORMERLY INVENTORY FINANCE)
assessed on outstanding loans, loan provides inbound and outbound
servicing, leasing, brokerage and inventory financing, combined
other activities. Our primary expenses inventory/accounts receivable
are the costs of funding the loan and lines of credit and purchase
lease business, including interest order financing for equipment
paid on debt, provisions for credit distributors, value-added
losses, marketing expenses, salaries resellers and dealers
and employee benefits, servicing and nationwide. Transaction sizes
other operating expenses and income generally range from $500,000 to
taxes. $30 million.
Our principal offices are located * GROWTH FINANCE provides
at 1850 North Central Avenue, P.O. Box collateral based working capital
2209, Phoenix, Arizona 85002-2209. Our financing primarily secured by
telephone number is (602) 207-6900. We accounts receivable. Typical
also have business development offices transaction sizes range from
throughout the U.S. and in London, $100,000 to $1 million and are
U.K. and Toronto, Canada. made to small and midsize
businesses with annual sales
BUSINESS GROUPS under $10 million.
We operate the following principal * REDISCOUNT FINANCE offers
lines of business under three market revolving credit facilities to
groups: the independent consumer finance
industry including sales,
COMMERCIAL FINANCE automobile, mortgage and premium
finance companies. Typical
* BUSINESS CREDIT offers transaction sizes range from $1
collateral-oriented revolving million to $35 million.
credit facilities and term loans
for manufacturers, distributors, SPECIALTY FINANCE
wholesalers and service
companies. Typical transaction * COMMERCIAL EQUIPMENT FINANCE
sizes range from $500,000 to $3 offers equipment leases, loans
million. and "turnkey" financing to a
broad range of midsize
* COMMERCIAL SERVICES (FORMERLY companies. Specialty markets
FACTORING SERVICES) offers full include the corporate aircraft
service factoring and accounts and emerging growth technology
receivable management services industries, primarily
for entrepreneurial and larger biotechnology and electronics.
firms, primarily in the textile Typical transaction sizes range
and apparel industries. The from $500,000 to $15 million.
annual factored volume of these
companies is generally between * COMMUNICATIONS FINANCE
$5 million and $25 million. This specializes in term financing to
line provides accounts advertising and
receivable financing and loans subscriber-supported businesses
secured by equipment and real including radio and television
estate. stations, cable operators,
outdoor advertising firms and
* CORPORATE FINANCE provides a publishers. Typical transaction
full range of cash flow-oriented sizes range from $1 million to
and asset-based term and $40 million.
revolving loan products for
manufacturers, wholesalers, * FRANCHISE FINANCE offers
distributors, specialty equipment, real estate and
retailers and commercial and
consumer service businesses.
Typical transaction sizes range
from $2 million to $35 million.
3
<PAGE>
acquisition financing for CAPITAL MARKETS
operators of established
franchise concepts. Transaction * REALTY CAPITAL specializes in
sizes generally range from providing capital markets-funded
$500,000 to $15 million. commercial real estate financing
products and commercial mortgage
* HEALTHCARE FINANCE offers a full banking services. Typical
range of working capital, transaction sizes range from $1
equipment and real estate million to $5 million.
financing products for the U.S.
healthcare industry. Transaction * INVESTMENT ALLIANCE provides
sizes typically range from equity and debt financing for
$500,000 to $25 million. midsize businesses in
partnership with institutional
* PORTFOLIO SERVICES provides investors and selected fund
customized receivable servicing sponsors. Typical transaction
and collections for timeshare sizes range from $1 million to
developers and other generators $15 million.
of consumer receivables.
* LOAN ADMINISTRATION provides
* PUBLIC FINANCE provides in-house servicing for FINOVA's
tax-exempt term financing to commercial loan products as well
state and local governments, as servicing and sub-servicing
non-profit corporations and of other mortgage and consumer
entities using industrial loans, including residential
revenue or development bonds. real estate, mobile homes,
Typical transaction sizes range automobiles and other consumer
from $100,000 to $5 million. products.
* RESORT FINANCE focuses on * MEZZANINE CAPITAL provides
construction, acquisition and senior and subordinated secured
receivables financing of term loans to small, fast
timeshare resorts worldwide, growing companies in a broad
second home communities and range of industries that are
fractional interest resorts. located in the U.S. and Canada
Typical transaction sizes range for expansions, acquisitions,
from $5 million to $35 million. buy-outs and other strategic
ventures. Typical transaction
* SPECIALTY REAL ESTATE FINANCE sizes range from $1 million to
provides senior term $5 million.
acquisition and bridge/interim
loans from $5 million to $30 * HARRIS WILLIAMS & CO. provides
million or more for hotel and merger and acquisition advisory
resort properties in the U.S., services targeting middle
Canada and the Caribbean. market businesses.
Through this division, we also
provide equity investments in FINOVA is a Delaware corporation. We
credit-oriented real estate were incorporated in 1991 to serve as
sale leasebacks. the successor to The Dial Corp's
financial services businesses. In
* TRANSPORTATION FINANCE March 1992, Dial transferred those
structures equipment loans, businesses to us in a spin-off. Since
leases, acquisition financing that time, FINOVA has increased its
and leveraged lease equity total assets from about $2.6 billion
investments for commercial and at December 31, 1992 to $10.4 billion
cargo airlines worldwide, at December 31, 1998. Income from
railroads and operators of other continuing operations increased from
transportation related $36.8 million in 1992 to $160.3
equipment. Typical transaction million in 1998. We believe FINOVA
sizes range from $5 million to ranks among the largest independent
$30 million. Through Finova commercial finance companies in the
Aircraft Investors, LLC, we also U.S., based on total assets. Our
seek to use our market expertise common stock is traded on the New
and industry presence to York Stock Exchange under the symbol
purchase, upgrade and resell FNV.
used commercial aircraft.
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<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this sacrificing prudent lending
prospectus are "forward-looking," in standards. Doing business under
that they do not discuss historical those standards becomes more
fact but instead note future difficult, however, when
expectations, projections, intentions competitors offer financing with
or other items. These forward-looking lower pricing or less stringent
statements include matters in the criteria. FINOVA may not be
section of this prospectus captioned successful in maintaining and
"FINOVA." They are also made in continuing asset growth at
documents incorporated in this report historic levels.
by reference.
* The cost of FINOVA's capital.
Forward-looking statements are That cost depends on many
subject to known and unknown risks, factors, some of which are
uncertainties and other factors that beyond FINOVA's control, such as
may cause FINOVA's actual results or its portfolio quality, ratings,
performance to differ materially from prospects and outlook. Changes
those contemplated by the in the interest rate environment
forward-looking statements. Many of may reduce or eliminate profit
those factors are noted in conjunction margins.
with the forward-looking statements in
the text. Other important factors that * Changes in government
could cause actual results to differ regulations, tax rates and
include: similar matters. For example,
government regulations could
* The results of FINOVA's efforts significantly increase the cost
to implement its business of doing business or could
strategy. Failure to fully eliminate certain tax advantages
implement its business strategy of some of FINOVA's financing
might result in decreased market products.
penetration, adverse effects on
results of operations and other * Necessary technological changes
adverse results. (including those addressing
"Year 2000" data systems issues)
* The effect of economic may be more difficult, expensive
conditions and the performance or time consuming than
of FINOVA's borrowers. Economic anticipated.
conditions in general or in
particular market segments could * Costs or difficulties related to
impact the ability of FINOVA's integration of acquisitions.
borrowers to operate or expand
their businesses, which might * Other risks detailed in FINOVA's
result in decreased performance other SEC reports or filings.
for repayment of their
obligations or reduce demand for FINOVA does not intend to update
additional financing needs. The forward-looking information to reflect
rate of borrower defaults or actual results or changes in
bankruptcies may increase. assumptions or other factors that
could affect those statements. FINOVA
* Actions of FINOVA's competitors cannot predict the risk from reliance
and FINOVA's ability to respond on forward-looking statements in light
to those actions. FINOVA seeks of the many factors that could affect
to remain competitive without their accuracy.
5
<PAGE>
SELLING STOCKHOLDERS
We issued 211,379 shares of our common stock to the Selling
Stockholders in exchange for their interests in PBC in connection with our
acquisition of PBC by way of merger. At the effective time of the merger, the
shares of PBC of each Selling Stockholder automatically converted into the
number of our shares listed below opposite their names. The Selling Stockholders
may sell from time to time up to the number of shares listed opposite their
names.
Under the terms of a Registration Rights Agreement we entered into with
the Selling Stockholders, we agreed to use our best efforts to register for
offer or sale to the public the common stock issued to the Selling Stockholders.
The registration of these shares, however, does not necessarily mean that all or
any of the common stock will be sold by the Selling Stockholders. The shares of
Common Stock offered represent all shares of Common Stock owned by the
respective Selling Stockholders.
Selling Stockholder Shares Offered Hereby
------------------- ---------------------
Farhad Motia and Martha S. Motia, 100,658
as Trustees of the Motia Family
Trust dated 11/24/98
Frederick K. Bae 60,394
William Kuhns 30,197
Michael D. Murphy 10,065
Faramarz Motia 10,065
6
<PAGE>
USE OF PROCEEDS
We will not receive any of the through this prospectus. Those
proceeds from the sale of the common proceeds will be paid to the Selling
stock offered Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell prospectus. The Selling Stockholder
the common stock from time to time. may also loan or pledge the common
The Selling Stockholders may make stock to a broker-dealer and the
these sales on exchanges or in the broker-dealer may sell the loaned
over-the-counter market or otherwise, common stock. Upon a default, the
at prevailing prices or in negotiated broker-dealer may sell the pledged
transactions. The common stock may be common stock pursuant to this
sold by: (a) a block trade in which prospectus.
the broker-dealer will attempt to sell
the common stock as agent but may Broker-dealers or agents may
resell a portion of the block as receive compensation in the form of
principal to facilitate the commissions, discounts or concessions
transaction; (b) purchases by a from Selling Stockholders in amounts
broker-dealer as principal and resale to be negotiated in connection with
by that broker-dealer for its account the sale. These broker-dealers and any
pursuant to this prospectus; (c) an other participating broker-dealers may
exchange distribution under the rules be considered "underwriters" under the
of that exchange; and (d) ordinary Securities Act of 1933, as amended, in
brokerage transactions and connection with those sales. Any
transactions in which the broker commission, discount or concession
solicits purchasers. In effecting they receive may be considered
sales, broker-dealers engaged by the underwriting discounts or commissions
Selling Stockholders may arrange for under that Act.
other broker-dealers to participate in
the resales. In addition, any common The Selling Stockholders may agree
stock that qualify for sale under Rule to indemnify any broker-dealer or
144 may be sold under Rule 144 rather agent that participates in
than pursuant to this prospectus. transactions involving sales of the
common stock against certain
The Selling Stockholders may also liabilities, including liabilities
sell common stock short and redeliver arising under the Securities Act of
the common stock to close out these 1933.
short positions. The Selling
Stockholders may also enter into There is no assurance that any of
option, hedging or other transactions the Selling Stockholders will offer
with broker-dealers which require the for sale or sell any or all of the
delivery to the broker-dealer of the common stock covered by this
common stock. The broker-dealer may prospectus.
resell those shares pursuant to this
LEGAL MATTERS
Richard Lieberman, Esq., Vice General Counsel of FINOVA, will pass
President-Associate on the legality of the common stock
offered through this prospectus.
MISCELLANEOUS
You should rely only on the any jurisdiction in which the making
information contained or incorporated of an offer to sell or a solicitation
by reference in this document. We have of an offer to buy would not be
not authorized anyone to provide you authorized. Additionally, this
with information that is different. document is not an offer to sell or a
This document is not an offer to sell solicitation of an offer to buy common
or a solicitation of an offer to buy stock to anyone to whom it would be
common stock by anyone not qualified unlawful to do so.
to do so or by anyone in
7
<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..2
FINOVA (BUSINESS)....................2
SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS...................5
SELLING STOCKHOLDERS.................6
USE OF PROCEEDS......................7
PLAN OF DISTRIBUTION.................7
LEGAL MATTERS........................7
MISCELLANEOUS........................7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated amounts of the expenses of and related to the offering
are as follows:
Registration fee................................... $ 2,987.75
Printing fees...................................... $10,000*
Legal fees and expenses............................ $10,000*
Accounting fees and expenses....................... $10,000*
New York Stock Exchange listing fees............... $14,750*
Miscellaneous expenses............................. $ 2,262.25*
Total............................ $50,000*
- -------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law (the "DGCL"), the state of
incorporation of the Registrant, and the Certificate of Incorporation and Bylaws
of the Registrant provides for indemnification of directors and officers.
Section 145 of the DGCL provides generally that a person sued as a director,
officer, employee or agent of a corporation may be indemnified by the
corporation for reasonable expenses, including attorneys' fees, if, in cases
other than actions brought by or in the right of the corporation, he or she has
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation (and in the case of a
criminal proceeding, had no reasonable cause to believe that his or her conduct
was unlawful). Section 145 provides that no indemnification for any claim or
matter may be made, in the case of an action brought by or in the right of the
corporation, if the person has been adjudged to be liable, unless the Court of
Chancery or other court determines that indemnity is fair and reasonable despite
the adjudication of liability. Indemnification is mandatory in the case of a
director, officer, employee or agent who has been successful on the merits, or
otherwise, in defense of a suit against him or her.
Directors and officers of the Registrant are covered under policies of
directors' and officers' liability insurance with coverage aggregating
$100,000,000. The directors serving the Registrant are parties to
Indemnification Agreements with the Registrant (the "Indemnification
Agreements"). The Indemnification Agreements provide substantially the same
scope of coverage afforded by provisions in the Certificate of Incorporation and
Bylaws and are designed to provide greater assurance to the directors that
indemnification will be available because as contracts, the Indemnification
Agreements may not be unilaterally modified by the Registrant's Board of
Directors or stockholders. The Indemnification Agreements generally are intended
to provide indemnification for any amounts a director is legally obligated to
pay because of claims arising out of the director's service to the Registrant or
any subsidiary of the Registrant.
ITEM 16. EXHIBITS
4.1 Registration Rights Agreement, dated February 17, 1999, by and
among The FINOVA Group Inc. and the shareholder of Preferred
Business Credit, Inc.**
5.1 Opinion of Richard Lieberman, Esq.**
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Richard Lieberman, Esq.(included in Exhibit 5.1)
24.1 Power of Attorney**
* Filed herewith.
** Previously filed.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED HOWEVER, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Exchange Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the Common Stock
being registered, the Registrant will, unless in the opinion of its counsel the
matter
II-2
<PAGE>
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amended
registration statement on Form S-3/A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on the 7th day of June, 1999.
THE FINOVA GROUP INC.
By: /s/ William J. Hallinan
-----------------------------
William J. Hallinan
Senior Vice President and
General Counsel
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Director, Chairman, President June 7, 1999
- ---------------------------- and Chief Executive Officer
Samuel L. Eichenfield (Principal Executive Officer)
* Senior Vice President-Controller June 7, 1999
- ---------------------------- and Chief Financial Officer
Bruno A. Marszowski (Principal Financial and
Accounting Officer)
* Director June 7, 1999
- ----------------------------
Robert H. Clark, Jr.
* Director June 7, 1999
- ----------------------------
Constance R. Curran
* Director June 7, 1999
- ----------------------------
G. Robert Durham
* Director June 7, 1999
- ----------------------------
James L. Johnson
* Director June 7, 1999
- ----------------------------
Kenneth R. Smith
* Director June 7, 1999
- ----------------------------
Shoshana B. Tancer
* Director June 7, 1999
- ----------------------------
John W. Teets
* Signed pursuant to Powers of Attorney dated April 5, 1999.
/s/ William J. Hallinan
- ---------------------------
William J. Hallinan
Attorney-in-Fact
June 7, 1999
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 Registration Rights Agreement, dated February 17, 1999, by
and among The FINOVA Group Inc. and the shareholder of
Preferred Business Credit, Inc.**
5.1 Opinion of Richard Lieberman, Esq.**
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Richard Lieberman, Esq.(included in Exhibit 5.1)
24.1 Power of Attorney**
- ---------------
* Filed herewith.
** Previously Filed
II-5
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The FINOVA Group Inc. on Form S-3/A of our report dated February
10, 1999, April 23, 1999 as to Note T (which expresses an unqualified opinion
and includes an explanatory paragraph relating to the restatement described in
that Note) appearing in the Annual Report on Form 10-K/A of The FINOVA Group
Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Phoenix, Arizona
June 7, 1999
