UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)1
The WMF Group, Ltd.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
929289106
- --------------------------------------------------------------------------------
(Cusip Number)
Daniel R. Tisch
c/o Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 1998
- --------------------------------------------------------------------------------
(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 comission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
- --------
1 The remainder of this cover page shall be filled out for a reporting
persons'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 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 929289106 Page 2 of 8 Pages
--------- ------- -------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 251,600
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 251,600
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on January 22, 1998, as amended on
February 23, 1998 (the "Schedule 13D") by Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership"), relating to Common Stock, par value
$0.01 per share (the "Shares"), of The WMF Group, Ltd., a Delaware corporation
(the "Company"). Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 of the Schedule 13D is hereby amended
and supplemented by adding the following information to the respective
paragraphs thereof:
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 244,200 Shares of the Company (or approximately 4.8% of the Company's Common
Stock outstanding on January 6, 1998) and the Partnership may be deemed to own
beneficially an aggregate of an additional 7,400 Shares of the Company (or
approximately 0.1% of the Company common stock outstanding on January 6, 1998)
owned by Offshore, in each case based on the number of 5,042,748 Shares of
Company Common Stock then outstanding as reported by the Company.
(c) Except as set forth in Exhibit A, which is hereby incorporated herein
by reference, no transactions in the Shares have been effected during the past
sixty days by the Partnership
Page 3 of 8 Pages
<PAGE>
or, to its best knowledge, any of the Control Persons or Offshore.
(e) The Partnership ceased to be the beneficial owner of more than five
percent of the Shares of the Company Common Stock on March 25, 1998.
Page 4 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 26, 1998
--------------
(Date)
/s/ Daniel R. Tisch
--------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
---------------------
(Name/Title)
Page 5 of 8 Pages
<PAGE>
EXHIBIT INDEX
Exhibit A -- Dispositions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 6 of 8 Pages
<PAGE>
EXHIBIT A
Dispositions of Shares by the Partnership
and Offshore During the Past Sixty Days
---------------------------------------
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
Partnership February 17, 1998 (10,000) 153,825.00 15.383
February 18, 1998 (18,000) 285,210.00 15.845
February 18, 1998 (500) 8,375.00 16.750
February 19, 1998 (17,500) 295,965.25 16.912
February 20, 1998 (30,000) 559,932.00 18.664
February 20, 1998 (3,500) 67,375.00 19.250
February 23, 1998 (5,200) 102,792.94 19.679
March 18, 1998 (7000) 140,779.30 20.111
March 19, 1998 (1000) 20,469.31 20.469
March 19, 1998 (10,200) 222,167.96 21.781
March 20, 1998 (2000) 47,068.42 23.534
March 20, 1998 (2,500) 60,522.98 24.209
March 20, 1998 (3,700) 85,888.93 23.213
March 23, 1998 (2000) 49,938.33 24.969
March 24, 1998 (2,600) 66,465.74 25.564
March 25, 1998 (3000) 81,201.30 27.067
March 25, 1998 (1800) 47,742.48 26.523
Offshore February 18, 1998 (2000) 31,690.00 15.845
February 19, 1998 (2000) 33,824.60 16.912
February 20, 1998 (1500) 27,996.60 18.664
February 23, 1998 (1000) 19,767.74 19.767
March 18, 1998 (1800) 36,200.39 20.111
March 19, 1998 (700) 15,246.82 21.781
March 20, 1998 (500) 11,767.11 23.534
March 20, 1998 (500) 12,104.59 24.209
March 20, 1998 (500) 11,606.61 23.213
March 23, 1998 (500) 12,484.58 24.969
Page 7 of 8 Pages
<PAGE>
March 24, 1998 (1100) 28,120.12 25.564
March 25, 1998 (500) 13,533.50 27.067
================================================================================
All of the above-listed transactions by the Partnership and Offshore were
effected on the NASDAQ National Market.
Page 8 of 8 Pages
