<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MEGO MORTGAGE CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
585165 10 3
- --------------------------------------------------------------------------------
(CUSIP number)
ROBERT E. NEDERLANDER
810 SEVENTH AVENUE
21ST FLOOR
NEW YORK, NEW YORK 10019
(212) 586-6800
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
SEPTEMBER 2, 1997
- --------------------------------------------------------------------------------
(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. [ ]
(Page 1 of 7 Pages)
<PAGE> 2
<TABLE>
<S> <C> <C>
- ----------------------------------- --------------------------------------------
CUSIP NO. 58165 10 3 SCHEDULE 13D PAGE 2 OF 7 PAGES
- ----------------------------------- --------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROBERT E. NEDERLANDER
- ---------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
[ ]
(b)
[ ]
- ---------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (SPIN-OFF)
- ---------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
- ---------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER 974,541
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
---------------------------------------------------------------------------------------
8 SHARED VOTING POWER 47,600(1)
---------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER 974,541
---------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 47,600(1)
- ---------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,141(2)
- ---------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- ---------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%(3)
- ---------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Reporting Person disclaims beneficial ownership of such shares of
Common Stock.
(2) The Reporting Person disclaims beneficial ownership of 47,600 of such
shares of Common Stock.
(3) Excluding the 47,600 shares of Common Stock which the Reporting Person
disclaims beneficial ownership, the Reporting Person beneficially owns
7.9% of the Issuer's outstanding Common Stock.
<PAGE> 3
MEGO MORTGAGE CORPORATION
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, $.01 par value per share
("Common Stock"), of Mego Mortgage Corporation, a Delaware corporation (the
"Company").
The Company's principal executive offices are located at 1000 Parkwood
Circle, Suite 500, Atlanta, Georgia 30339, and its telephone number is (770)
952-6700.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Robert Nederlander (the "Reporting
Person"). The business address of the Reporting Person is The Nederlander
Organization, 810 Seventh Avenue, 21st Floor, New York, New York 10019. The
Reporting Person is the Chief Executive Officer and Chairman of the Board of
Mego Financial Corp. ("Mego Financial"), a New York corporation engaged in the
business of providing consumer financing to purchasers of timeshare interests
and land parcels, whose business address is 4310 Paradise Road, Las Vegas,
Nevada 89109. The Reporting Person also serves as a director of the Company. The
Reporting Person is also, among other things, the President of The Nederlander
Organization, Inc., an owner and operator of a chain of legitimate theaters,
whose business address is 810 Seventh Avenue, 21st Floor, New York, New York
10019, and serves as the Chairman of the Board of Ridell Sports, Inc., a
corporation which manufactures and sells sports apparel and equipment, and whose
business address is 900 3rd Avenue, 27th Floor, New York, New York 10022.
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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.
The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person is a stockholder of Mego Financial. On September
2, 1997, Mego Financial distributed all of its 10.0 million shares of the
Company's Common Stock, representing 81.3% of the outstanding shares of Common
Stock, to the stockholders of Mego Financial in a tax-free spin-off (the
"Distribution").
<PAGE> 4
As a result of the Distribution, the Reporting Person received 969,541
shares of Common Stock (the "Direct Shares") representing his proportionate
ownership of the Common Stock of the Company held by Mego Financial.
Additionally, in connection with the Distribution, the Robert E. Nederlander
Foundation, an entity organized and operated exclusively for charitable purposes
(the "Foundation") and a stockholder of Mego Financial, received 47,600 shares
of Common Stock (the "Indirect Shares," and together with the Direct Shares, the
"Shares"). The Reporting Person, the founder and President of the Foundation,
may be deemed to exercise shared voting and dispositive power over the Indirect
Shares. The Reporting Person disclaims beneficial ownership of the Indirect
Shares. The Reporting Person and the Foundation paid no consideration for the
Shares received in the Distribution. Prior to the Distribution, the Reporting
Person was the beneficial owner of 5,000 shares of Common Stock of the Company.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person does not have any present plans or proposals which
relate to or would result in:
(a) the acquisition or disposition by the Reporting Person
of additional securities of the
Company;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or terms of directors;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any material change in the Company's present business
or corporate structure;
(g) changes in the Company's present charter, bylaws or
similar instruments;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or inter-dealer quotation system;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
<PAGE> 5
(j) any action similar to those enumerated above.
All of the shares of Common Stock herein reported are held for
investment purposes. Notwithstanding the foregoing, depending upon a variety of
factors the Reporting Person may deem significant to his investment decisions,
the Reporting Person may in the future purchase additional shares of Common
Stock in open market or private transactions or may dispose or direct the
disposition of all or some of the Shares of Common Stock he now owns or may
hereafter acquire.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person is the direct and indirect beneficial owner of
1,022,541 shares of Common Stock, which shares represent 8.3% of the issued and
outstanding Common Stock as of the date hereof. The Reporting Person disclaims
beneficial ownership of the Indirect Shares.
The Reporting Person may be deemed to have sole power to vote or direct
the vote, or dispose or direct the disposition of the 974,541 Direct Shares, and
shared power with the Foundation to vote or direct the vote, or dispose or
direct the disposition of the 47,600 Indirect Shares beneficially owned by the
Foundation. The Reporting Person disclaims beneficial ownership of the Indirect
Shares.
The Foundation's principal place of business is 810 Seventh Avenue,
21st Floor, New York, New York 10019. The Foundation has not, during the last
five years, been convicted in a criminal proceeding or 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.
Except as otherwise described in this statement, the Reporting Person
has had no transactions in the Common Stock during the past 60 days.
No person other than the Reporting Person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Direct Shares beneficially owned by the Reporting Person. The Foundation
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Indirect Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Neither the Reporting Person nor the Foundation is a party to any
other contract, arrangement, understanding or relationship with any person with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any securities of the Company, joint ventures, loan or
<PAGE> 6
option arrangements, puts or calls, guaranties of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
/s/ Robert E. Nederlander
-----------------------------
Robert E. Nederlander
September 11, 1997
-----------------------------
