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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1997
REGISTRATION NO. 333-22045
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PACIFICAMERICA MONEY CENTER, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
21031 VENTURA BOULEVARD
WOODLAND HILLS, CALIFORNIA 91364
(818) 992-8999
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CALIFORNIA 6162 95-4465729
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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JOEL R. SCHULTZ, PRESIDENT
PACIFICAMERICA MONEY CENTER, INC.
21031 VENTURA BOULEVARD
WOODLAND HILLS, CALIFORNIA 91364
(818) 992-8999
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
COPIES TO:
CATHERINE DEBONO HOLMES, ESQ.
JEFFER, MANGELS, BUTLER & MARMARO LLP
2121 AVENUE OF THE STARS -- 10TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 203-8080
FAX (310) 203-0567
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, 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. [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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Common Stock, par value $.01(1).... 55,243 Shares $26.75(2) $1,477,750.20 $447*
Subscriber Warrants................ 300 $12.50 $3,750.00 $1
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* $542.00 previously paid.
(1) Which may be sold from time to time by certain Selling Security Holders.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) based on the closing market price of the Registrant's Common
Stock on April 29, 1997, as quoted in the Nasdaq National Market.
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 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 the enclosed Prospectus constitutes a combined
Prospectus also relating to securities covered by a Registration Statement on
Form S-4 (No. 33-64573) and a Registration Statement on Form S-8 (No. 333-07411)
and constitutes a post-effective amendment to each of said Registration
Statements. The following securities are being carried forward from the S-4
Registration Statement: (i) 289,942 shares of Common Stock registered for resale
by the officers and directors of the Registrant and certain other investors as
to which a filing fee of $921 was previously paid; (ii) 45,100 Subscriber
Warrants registered for resale by the officers and directors of the Registrant
and certain other investors; (iii) 62,881 shares of Common Stock issuable upon
exercise of all outstanding Subscriber Warrants as to which a filing fee of $696
was previously paid; and (iv) 552,577 shares of Common Stock issuable upon
exercise of all outstanding General Partner Warrants, as to which a filing fee
of $2,914 was previously paid. The following securities are being carried
forward from the S-8 Registration Statement: Up to 795,000 shares of Common
Stock which may be issued by the Registrant under its 1995 Stock Option Plan,
Employee Savings Plan and Employee Stock Purchase Plan, as to which a filing fee
of $2,741.38 was previously paid.
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PROSPECTUS
345,185 SHARES OF COMMON STOCK
45,180 SUBSCRIBER WARRANTS
611,694 SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF WARRANTS
UP TO 795,000 SHARES OF COMMON STOCK
ISSUABLE UNDER EMPLOYEE PLANS
[LOGO]
COMMON STOCK
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This Prospectus relates to the registration by PacificAmerica Money Center,
Inc. (the "Company"), at its expense, for the account of certain affiliated and
nonaffiliated stockholders who may sell their securities from time to time in
open market transactions (the "Selling Security Holders") of the following
securities (the "Registered Securities"): (i) up to 345,185 outstanding shares
of common stock of the Company (the "Common Stock") which are currently
classified as "restricted securities" and were either issued in the
Corporation's June 1996 restructuring (the "Restructuring," as described in the
Prospectus Summary herein) or subsequently purchased by certain executive
officers and directors of the Company; (ii) up to 45,180 warrants (the
"Subscriber Warrants") issued to purchasers in a rights offering (the "Rights
Offering," as described in the Prospectus Summary herein); (iii) up to 611,694
shares of Common Stock issuable under all of the outstanding Subscriber Warrants
and general partner warrants (the "General Partner Warrants") issued in
connection with the Restructuring; and (iv) up to 795,000 shares of Common Stock
issuable under the Company's 1995 Stock Option Plan, Employee Savings Plan and
Employee Stock Purchase Plan.
The Registered Securities are not being underwritten and the Company will
not receive any proceeds from the sale of the Registered Securities. See
"Selling Security Holders."
The Common Stock is traded on the Nasdaq National Market under the symbol
"PAMM." On April 29, 1997, the last sale price of the Company's Common Stock was
$26.75
SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY EACH PROSPECTIVE INVESTOR.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Registered Securities may be sold from time to time by the Selling
Security Holders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Registered Securities may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Registered Securities as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Security Holders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Security Holders in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Act") in connection with
such sales. In addition, any Registered Securities covered by this prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this prospectus.
Upon the Company being notified by a Selling Security Holder that any
material arrangement has been entered into with a broker-dealer for the sale of
Registered Securities through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemented prospectus will be filed, if required, pursuant to Rule 424(c)
under the Act, disclosing (i) the name of each such Selling Security Holder and
of the participating broker-dealer(s), (ii) the number of Registered Securities
involved, (iii) the price at which such Registered Securities were sold, (iv)
the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus and (vi) other facts material to the transaction.
All expenses incurred in connection with the registration of the Registered
Securities, which expenses are not expected to exceed $80,500, are being borne
by the Company.
THE DATE OF THIS PROSPECTUS IS MAY , 1997
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company and the Partnership
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference: the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities under this Prospectus
shall be deemed to be incorporated by reference herein and to be a part thereof
from the date of filing of such documents, except as to any portion of any
future Annual or Quarterly Report to Stockholders which is not deemed to be
filed under said provisions or any portion of a Proxy Statement not deemed
incorporated herein by reference. Any statement made in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that such statement is replaced or modified by a
statement contained in a subsequently dated document incorporated by reference
or contained in this Prospectus. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents. Written or oral requests for such copies should be directed to
Richard B. Fremed, Executive Vice President and Corporate Secretary, 21031
Ventura Boulevard, Suite 102, Woodland Hills, California 91364 (Telephone: (818)
992-8999, ext. 250).
ADDITIONAL INFORMATION
The Company has filed with the Commission a registration statement under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the securities registered hereby. This Prospectus omits certain information
contained in said registration statement as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the securities, reference is made to the registration statement,
including the exhibits thereto. Statements contained herein concerning the
contents of any contract or any other document are not necessarily complete, and
in each instance, reference is made to such contract or other document filed
with the Commission as an exhibit to the registration statement, or otherwise,
each such statement being qualified in all respects by such reference.
The Company is also subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy statements and
other information with the Commission.
The registration statement, including exhibits and schedules thereto, and
all reports, proxy statements and other information incorporated herein by
reference can be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
The Chicago Regional Office, Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and the New York Regional Office, 7
World Trade Center, 12th Floor, New York, New York 10048. Such reports, proxy
statements and other information filed by the Company can also be inspected at
the offices of the national Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. Copies of such materials can also be
obtained by mail at prescribed rates upon written request addressed to the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's web site
(http//:www.sec.gov.)
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements and related notes thereto appearing
elsewhere in this Prospectus and the documents incorporated herein by reference.
THE COMPANY
PacificAmerica Money Center, Inc. (the "Company," as previously defined) is
a Delaware corporation formed in 1994 as a wholly owned subsidiary of
Presidential Mortgage Company, a California limited partnership (the
"Partnership"), for the purpose of completing a restructuring of the
Partnership. On June 27, 1996, the Company and the Partnership completed the
Restructuring whereby all of the assets and liabilities of the Partnership were
transferred to the Company in exchange for common stock of the Company (the
"Common Stock"). Pursuant to the Restructuring Plan, 603,234 shares of Common
Stock were issued to partners of the Partnership (other than partners electing a
"cash out option") for their interests in the Partnership and $2,855,600 was
paid by the Company to partners electing a "cash out option." As a part of the
Restructuring, the Company also sold to the general partner of the Partnership
(the "General Partner") 563,333 warrants (the "General Partner Warrants"), each
exercisable until December 27, 1997 for one share of Common Stock, at an
exercise price of $15.00 per share. Concurrently with the solicitation of
consent of the partners of the Partnership for the Restructuring, the Company
made a rights offering to the partners of the Partnership and certain other
related persons of the Partnership (the "Rights Offering"), pursuant to which a
total of 324,628 shares were subscribed for and issued at $10 per share and
64,893 warrants ("Subscriber Warrants") were also issued to such subscribers,
each exercisable until June 27, 1998 for one share of Common Stock at an
exercise price of $12.50 per share. The Company also conducted a public offering
of additional shares of Common Stock at $10 per share (the "Public Offering"). A
total of 878,210 shares were issued in the Public Offering, including 114,549
shares in connection with the exercise of an over-allotment option by the
underwriter of the Public Offering. The Company issued a total of 1,806,072
shares of Common Stock in connection with the Restructuring, the Rights Offering
and the Public Offering.
As of March 31, 1997, due to additional issuances of shares of Common Stock
under the Company's Stock Purchase Plan and the exercise of incentive stock
options, Subscriber Warrants and General Partner Warrants, a total of 1,888,554
shares of Common Stock, 62,881 Subscriber Warrants and 548,813 General Partner
Warrants were outstanding. The shares of Common Stock are listed for trading on
the Nasdaq National Market under the symbol "PAMM."
From the date of its formation in 1981 until 1988, the Partnership's sole
business was the direct origination and servicing of real estate secured loans
under California consumer and commercial finance lender licenses. In 1988, the
Partnership formed Pacific Thrift and Loan Company, a California corporation
("Pacific Thrift"), as a wholly owned subsidiary, to engage in the business of
origination, purchase and sale of real estate secured loans under a California
thrift and loan license. Pacific Thrift also issues deposits insured by the
Federal Deposit Insurance Corporation ("FDIC"), and is therefore subject to
regulation by both the FDIC and the California Department of Corporations. Since
1990, substantially all new lending activity has been conducted by Pacific
Thrift. The Company also owns another subsidiary, PacificAmerica Money Centers,
Inc. ("PacificAmerica Centers"), formed for the purpose of engaging in the
lending business under California finance lender and real estate licenses and
other state licenses where management deems it appropriate. As of the date
hereof, PacificAmerica Centers has not engaged in significant loan production,
but it may become more active in the future, depending upon business
requirements.
Since its formation in 1981, the Company has specialized in the subprime
residential mortgage lending business. Prior to 1994, the Company primarily
originated loans to hold and service in its own loan portfolio. Beginning in
1994, the Company began to originate loans for the purpose of sale and
securitization. By refocusing its business from portfolio lending to lending for
securitization and expanding its lending activities geographically, the Company
has been able to substantially increase its lending volume over the past two
years. In 1996, management determined to discontinue all portfolio lending in
order to concentrate all of its human and financial resources on loan
origination for sale and securitization.
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The Company has steadily expanded its geographical lending area over the
past three years. As of March 31, 1997, the Company, through its wholly-owned
subsidiaries, is authorized to originate loans in 49 states and the District of
Columbia.
Until December 30, 1996, the Company owned substantially all of the
interests in three subsidiaries engaged in the trust deed foreclosure services
and posting and publishing businesses, Consolidated Reconveyance Company
("CRC"), a California limited partnership, Lenders Posting and Publishing
Company ("LPPC"), a California limited partnership, and Consolidated
Reconveyance Corporation ("CRCWA"), a Washington corporation. Effective December
31, 1996, substantially all of the assets of CRC and LPPC and all of the stock
of CRCWA were sold as part of the Company's strategy to concentrate all of its
financial and human resources on its primary business of residential lending for
securitization.
The Company is organized under the laws of the State of Delaware. The
Company's offices are located at 21031 Ventura Boulevard, Woodland Hills,
California 91364. Its telephone number is (818) 992-8999.
THE OFFERING
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Common Stock offered by the Selling Security
Holders as of March 31, 1997: up to 345,185 outstanding shares of Common
Stock, 45,180 Subscriber Warrants; up to
593,993 shares of Common Stock issuable under
Subscriber Warrants and General Partner
Warrants; and up to 795,000 shares of Common
Stock issuable under the Company's Stock
Option Plan, Employee Savings (401(k)) Plan
and Employee Stock Purchase Plan.
Total Common Stock Issuable under Subscriber
Warrants as of March 31, 1997: up to 62,881 shares
Total Common Stock Issuable under General
Partner Warrants as of March 31, 1997: up to 548,813 shares
Common Stock outstanding as of March 31,
1997: 1,888,554 shares
Nasdaq National Market Symbol: "PAMM"
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RISK FACTORS
An investment in the securities offered hereby involves a high degree of
risk. In addition to the other information contained in this Prospectus and
information incorporated herein by reference, prospective investors should
carefully consider the following risk factors before making an investment. This
Prospectus contains and incorporates by reference into it certain forward
looking statements that involve risks and uncertainties, such as statements of
the Company's plans, objectives, expectations and intentions. The cautionary
statements made in this Prospectus and incorporated by reference herein should
be read as being applicable to all related forward-looking statements wherever
they appear in or are incorporated herein by reference into this Prospectus. The
Company's actual results could differ materially from those discussed or
incorporated herein by reference. Factors that could cause or contribute to such
differences include those discussed below, as well as those discussed elsewhere
herein.
RELIANCE ON PRIMARY LOAN PURCHASERS. The Company sells loans for
securitization primarily to Aames Capital Corporation ("Aames") and Advanta
Mortgage Conduit Services, Inc. ("Advanta"). If sales to either or both of these
purchasers were discontinued, there can be no assurance that agreements with new
purchasers would be as favorable as current arrangements with Aames and Advanta.
RELIANCE ON CONTINUING SECURITIZATIONS. The Company has been able to
substantially increase its lending volume as a direct result of its ability to
sell for securitization substantial amounts of its new loan production. Any
change in the market for securitized subprime residential loans could have an
adverse impact on the Company's ability to continue to increase or maintain the
growth of its mortgage banking business.
COMPETITION IN THE LENDING INDUSTRY. The subprime residential mortgage
industry is undergoing consolidation and increased competition, which may reduce
profit margins on the Company's lending business. Larger institutions often are
able to reduce loan origination costs, and thereby reduce rates to borrowers,
which increases price competition among lenders. In addition, as more loans have
become eligible for securitization, competition for loan product has reduced
interest margins on residential loans. There can be no assurance that increasing
competition will not have an adverse impact on the Company's ability to continue
to increase or maintain the growth of its mortgage banking business.
EXPOSURE TO INTEREST RATE RISK. Significant changes in interest rates may
affect default and prepayment rates on loans sold by the Company for
securitization and in which its retains an interest in excess spread. In
addition, the Company bears an interest rate risk between the loan approval date
of each loan and the date that such loan is securitized. However, loans are
generally securitized on a quarterly basis, which reduces the risk of interest
rate fluctuations. Further, because subprime residential loans have a higher
interest rate spread than prime residential loans, fluctuations in rates which
may occur during the period prior to securitization could reduce the excess
spread anticipated to be retained by the Company upon securitization, but would
not generally be sufficiently large to eliminate the excess spread entirely.
RISKS OF SUBPRIME RESIDENTIAL MORTGAGE LENDING. In the subprime residential
mortgage business, lenders rely in part upon low loan-to-value ratios to provide
realizable value on collateral used to secure loans. However, the liquidation
value of real property collateral may be adversely affected by a number of
factors, including general economic conditions, regional economic conditions,
natural disasters, environmental contamination and governmental regulation.
Reductions in the value of real property collateral may result in higher loan
losses, which could reduce the excess spread received by the Company on loans
which it sells for securitization and/or result in loan losses on portfolio
loans held by the Company.
GOVERNMENTAL REGULATION. Pacific Thrift is subject to extensive
governmental supervision, regulation and control. Future legislation may have
the effect of increasing the cost of doing business, limiting or expanding
permissible activities of, or affecting the competitive balance between banks
and other financial institutions. Other applicable laws, regulations,
interpretations and enforcement policies have been subject to significant and
sometimes retroactively applied changes in recent years and may be subject to
significant future changes. There can be no assurance that future changes will
not adversely affect the business of Pacific Thrift and thereby negatively
impact the Company.
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USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Registered
Securities offered by the Selling Security Holders, but will receive funds from
the exercise of any Warrants. Any such funds will be used for working capital.
DESCRIPTION OF CAPITAL STOCK
Set forth below is a summary of certain terms and provisions of the
Company's capital stock, which is qualified in its entirety by reference to the
Company's Certificate of Incorporation. A copy of the Certificate of
Incorporation has been filed as an exhibit to the Registration Statement of
which this Prospectus forms a part.
Under the Certificate of Incorporation, the authorized but unissued and
unreserved shares of the Company's capital stock will be available for issuance
for general corporate purposes, including, but not limited to, possible stock
dividends, future mergers or acquisitions, or public or private offerings.
Except as may otherwise be required, stockholder approval will not be required
for the issuance of those shares.
COMMON STOCK
The Company's Certificate of Incorporation authorizes the issuance of up to
8,000,000 shares of Common Stock. The holders of Common Stock are entitled to
dividends when, as, and if declared by the Company's Board of Directors out of
funds legally available therefor. The payment of dividends by the Company will
depend on the Company's net income, financial condition, regulatory capital
requirements and other factors deemed relevant by the Board of Directors. In
addition, a substantial source of funds for the payment of cash dividends will
be dividends paid by Pacific Thrift, the payment of which is limited by the
provisions of California law and FDIC regulations. Each share of Common Stock
will entitle the holder to one vote on all matters upon which stockholders have
the right to vote. The Common Stock will not have cumulative voting rights in
the election of directors.
In the event of liquidation, dissolution or winding up of the Company, the
holders of shares of Common Stock will be entitled to share equally after
payment of all debts and liabilities of the Company, and subject to the prior
rights of holders of any shares of the Company's Preferred Stock, if issued in
the future, in the remaining assets of the Company.
Holders of shares of Common Stock are not entitled to preemptive rights
with respect to any shares of Stock of the Company that may be subsequently
issued. The Common Stock is not subject to call or redemption and, as to shares
of Common Stock currently outstanding, are fully paid and nonassessable.
PREFERRED STOCK
The Certificate of Incorporation authorizes the Board of Directors of the
Company to issue up to 2,000,000 shares of Preferred Stock of the Company, in
one or more series, having such rights and preferences as the Board of Directors
may determine, in its sole discretion. No consent of the Common Stockholders is
required to authorize the issuance of any class of Preferred Stock. The rights
of the holders of the Preferred Stock may be senior to the holders of the Common
Stock. The Board of Directors currently has no plans to issue any class of
Preferred Stock.
SUBSCRIBER WARRANTS
For every five shares of Common Stock purchased in the Rights Offering by
Partners, partners of the General Partner, or officers, directors or employees
of the Partnership or its subsidiaries, the Company issued a transferable
warrant for one additional share of Common Stock (collectively, "Subscriber
Warrants"). A total of 64,893 Subscriber Warrants were issued in the
Restructuring. The Subscriber Warrants are exercisable at any time until June
27, 1998, at a price equal to $12.50 per share. Although the Subscriber Warrants
are freely transferable, they are not currently listed for trading on the Nasdaq
National Market, and there is no established market for the Subscriber Warrants.
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The Common Stock issuable upon exercise of the Subscriber Warrants
("Subscriber Warrant Stock") was registered concurrently with the registration
of the Common Stock issued in the Rights Offering and the Company has committed
to maintain the effectiveness of such registration until the earlier of the sale
of all the Subscriber Warrant Stock or five years after the date of issuance. In
addition, under certain circumstances, the holders of the Subscriber Warrants
will have one demand registration right and unlimited "piggyback" registration
rights for a period of five years following the issuance date, for the purpose
of resale of the Subscriber Warrant Stock.
Holders of Subscriber Warrants are not entitled, by virtue of being such
holders, to receive dividends or subscription rights, vote, consent, or receive
notice as Stockholders of the Company in respect of any meeting of stockholders
for the election of directors of the Company or any other matter, or exercise
any other rights whatsoever as stockholders of the Company.
GENERAL PARTNER WARRANTS
The General Partner purchased from the Company 563,333 warrants (the
"General Partner Warrants") each exercisable for one share of the Common Stock.
The General Partner Warrants are exercisable at any time until December 27,
1997, at an exercise price of $15 per share.
The General Partner Warrants are non-transferable, except to and between
partners of the General Partner. The Common Stock issuable upon exercise of the
General Partner Warrants ("General Partner Warrant Stock") was registered
concurrently with the registration of the Common Stock issued in the Rights
Offering, and the Company has committed to maintain the effectiveness of such
registration until the earlier of the sale of all the General Partner Warrant
Stock or five years after the date of issuance. In addition, under certain
circumstances, the holders of the General Partner Warrants will have one demand
registration right and unlimited "piggyback" registration rights for a period of
five years following the date of issuance for the purpose of resale of the
General Partner Warrant Stock.
Holders of General Partner Warrants are not entitled, by virtue of being
such holders, to receive dividends or subscription rights, vote, consent, or
receive notice as Stockholders of the Company in respect of any meeting of
Stockholders for the election of directors of the Company or any other matter,
or exercise any other rights whatsoever as Stockholders of the Company.
TRANSFER AGENT
The transfer agent for the Common Stock and the Subscriber Warrants is U.S.
Transfer Corporation.
CERTAIN ANTI-TAKEOVER PROVISIONS
There has been a recent trend towards the accumulation of substantial stock
positions in public companies by third parties as a prelude to proposing a
takeover or a restructuring or sale of all or part of the company or other
similar extraordinary corporate action. Such actions are often undertaken by the
third party without advance notice to or consultation with management of the
company. In many cases, the purchaser seeks representation on the company's
board of directors in order to increase the likelihood that his proposal will be
implemented by the company. If the company resists the efforts of the purchaser
to obtain representation on the company's board, he may commence a proxy contest
to have himself or his nominees elected to the board in place of certain
directors, or the entire Board.
The Board of Directors of the Company believes that an imminent threat of
removal of the Company's management severely curtails its ability to negotiate
effectively with such purchasers. Management is deprived of the time and
information necessary to evaluate the takeover proposal, to study alternative
proposals and to help ensure that the best price is obtained in any transaction
involving the Company which may ultimately be undertaken. Takeovers or changes
in management of a corporation which are proposed and effected without prior
consultation and negotiation with the Company's management are not necessarily
detrimental to the Company and its stockholders. However, the Board feels that
the benefits of seeking to protect its ability to
7
<PAGE> 9
negotiate with the proponent of an unfriendly or unsolicited proposal to take
over or restructure the Company outweigh the disadvantages of discouraging such
proposals.
The provisions of the Certificate of Incorporation and Bylaws described
herein would make more difficult or discourage a proxy contest or the assumption
of control by a holder of a substantial block of the Company's Common Stock or
the removal of the incumbent Board, and could thus have the effect of
entrenching incumbent management. At the same time, the provisions would help
ensure that the Board, if confronted by a surprise proposal from a third party
who has recently acquired a block of the Company's stock, will have sufficient
time to review the proposal and appropriate alternatives to the proposal and to
seek a premium price for the Stockholders. These provisions are thus intended to
encourage persons seeking to acquire control of the Company to initiate such an
acquisition through arms'-length negotiations with the Company's management and
Board of Directors. The provisions are permitted under Delaware law and are
consistent with the rules of the Nasdaq National Market.
These provisions are not in response to any efforts of which the Company is
aware to accumulate the Company's stock or to obtain control of the Company. The
Board of Directors does not presently contemplate recommending to the
stockholders for their approval any further measures which would affect the
ability of third parties to change control of the Company.
The following discussion is a general summary of material provisions of the
Company's Certificate of Incorporation and Bylaws, as currently in effect, and
certain other regulatory provisions, which may be deemed to have an
"anti-takeover" effect. The following description of certain of these provisions
is necessarily general and, with respect to provisions contained in the
Company's Certificate of Incorporation and Bylaws, as currently in effect,
reference should be made in each case to the document in question, each of which
is part of the Registration Statement filed with the Commission. See "ADDITIONAL
INFORMATION."
Directors. Certain provisions of the Certificate of Incorporation and
Bylaws will impede changes in majority control of the Board of Directors. The
Corporation's Certificate of Incorporation provides that the Board of Directors
of the Company, other than those who may be elected pursuant to the terms of any
series of Preferred Stock or any other securities of the Company having a
preference to the Common Stock, be divided into three classes, with directors in
each class elected for three-year staggered terms except for the initial
directors. The Company's Bylaws provide that, except as may be provided by the
terms of any series of Preferred Stock or any other securities of the Company
having a preference to the Common Stock, the size of the Board of Directors may
be increased or decreased only by a majority vote of the whole Board. The Bylaws
also provide that, except as may be provided by the terms of any series of
Preferred Stock or any other securities of the Company having a preference over
the Common Stock, any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, shall be filled for
the remainder of the unexpired term by a majority vote of the directors then in
office. The number of directors constituting the Board will initially be five
and, therefore, a majority of the Board may not be replaced at one annual
election. The Certificate of Incorporation provides that, except as otherwise
provided by the terms of any series of Preferred Stock or any other securities
of the Company having preference over the Common Stock, a director may only be
removed for cause by the affirmative vote of 66 1/2% of the shares eligible to
vote.
Restrictions on Call of Special Meetings. The Certificate of Incorporation
provides that, subject to the terms of any series of Preferred Stock or any
other securities of the Company having a preference over the Common Stock, a
special meeting of stockholders may be called only by the Board of Directors,
the Chairman of the Board or the President and for only such business as
directed by the Board. Common Stockholders are not authorized to call a special
meeting.
Action Without a Meeting of Stockholders. The Certificate of Incorporation
provides that, except as may be provided by the terms of any series of Preferred
Stock or any other securities of the Company having a preference over the Common
Stock, stockholders may not consent in writing, without a meeting, to the taking
of any action unless such action is first approved by a majority of the
"Disinterested Directors" of the Company.
8
<PAGE> 10
Absence of Cumulative Voting. The Certificate of Incorporation does not
provide for cumulative voting rights in the election of directors.
Authorization of Preferred Stock. The Certificate of Incorporation
authorizes 2,000,000 shares of Preferred Stock. The Company is authorized to
issue Preferred Stock from time to time in one or more series subject to
applicable provisions of law, and the Board of Directors is authorized to fix
the designations, powers, preferences and relative, participating, optional and
other special rights of such shares, including voting rights (which could be
multiple or as a separate class) and conversion rights. In the event of a
proposed merger, tender offer or other attempt to gain control of the Company
that the Board of Directors does not approve, it might be possible for the Board
of Directors to authorize the issuance of a series of Preferred Stock with
rights and preferences that would impede the completion of such a transaction.
An effect of the possible issuance of Preferred Stock, therefore, may be to
deter a future takeover attempt. The Board of Directors has no present plans or
understandings for the issuance of any Preferred Stock, and does not intend to
issue any Preferred Stock except on terms which the Board deems to be in the
best interests of the Company and its stockholders.
Procedures for Certain Business Combinations. The Certificate of
Incorporation requires that certain business combinations (including
transactions initiated by management) between the Company (or any majority-owned
subsidiary thereof) and a 10% or more stockholder either (i) be approved by a
vote of 66 2/3% of all of outstanding voting shares, voting as a single class,
of the Company and by a majority of the voting shares held by other than the
interested stockholder and its affiliates, (ii) be approved by a majority of the
disinterested Board of Directors (i.e., persons other than the interested
stockholder and its affiliates and the affirmative vote of the stockholders, as
required by law,) or (iii) involve consideration per share generally equal to
that paid by such 10% stockholder when it acquired its block of stock and be
approved by a majority of the outstanding voting shares, voting as a single
class.
Amendment to Certificate of Incorporation and Bylaws. Amendments to the
Certificate of Incorporation requires the approval of a majority vote of the
Company's Board of Directors and also by a majority of the outstanding shares of
the Company's voting stock, provided, however, that approval by at least 66 2/3%
of the outstanding voting stock is generally required for certain provisions
(i.e., provisions relating to number, classification, election and removal of
directors; amendment of bylaws; call of special stockholder meetings; offers to
acquire and acquisitions of control; director liability; certain business
combinations; power of indemnification; and amendments to provisions relating to
the foregoing in the Certificate of Incorporation).
The Bylaws may be amended by a majority vote of the Board of Directors or
the affirmative vote of a majority of the total votes eligible to be voted at a
duly constituted meeting of stockholders, except as provided above for certain
business combinations.
Delaware Anti-Takeover Statute. The Delaware General Corporation Law
provides that buyers who acquire more than 15% of the outstanding stock of a
Delaware corporation, such as the Company, are prohibited from completing a
hostile takeover of such corporation for three years. However, the takeover can
be completed if (i) the buyer, while acquiring the 15% interest, acquires at
least 85% of the corporation's outstanding stock (the 85% requirement excludes
shares held by directors who are also officers and certain shares held under
employee stock plans), or (ii) the takeover is approved by the target
corporation's board of directors and two-thirds of the shares of outstanding
stock of the corporation (excluding shares held by the bidder). The foregoing
provisions of the Delaware General Corporation Law do not apply to Delaware
corporations which do not have a class of voting stock listed on a national
exchange, authorized for quotation on an inter-dealer quotation system of a
registered national securities association or held of record by more than 2,000
stockholders. The Company may exempt itself from the requirements of the statute
by adopting an amendment to its Certificate of Incorporation or Bylaws electing
not to be governed by this provision. At the present time, the Board of
Directors does not intend to propose any such amendment.
EFFECT OF QUASI-CALIFORNIA CORPORATION LAW
Section 2115 of the California GCL provides that quasi-California
corporations will be subject to certain substantive provisions in the California
GCL notwithstanding comparable provisions in the law of the jurisdiction where
the corporation is incorporated. Section 2115 is applicable to foreign
corporations which
9
<PAGE> 11
have more than half of their shareholders residing in California and more than
half of their business deriving from California. The determination of whether a
corporation is a quasi-California corporation is based upon information
contained in a certificate required to be filed within three months and fifteen
days after the end of the corporation's fiscal year or within 30 days after the
filing of its franchise tax return, if an extension of time to file such return
was granted. Quasi-California corporations that are Large Public Corporations
(i.e., that have securities listed on the New York or American stock exchanges,
or securities designated for trading on the Nasdaq National Market, if the
corporation has at least 800 holders of its equity securities as of the record
date for its most recent annual meeting), are exempt from the application of
Section 2115.
The Company has qualified to do business in the State of California. The
Company's subsidiaries will each have substantially all of their property,
employees and operations in California. Therefore, absent an exemption, the
Company would be deemed to be a quasi-California corporation.
Management believes that the Company constitutes a Large Public Corporation
and is therefor exempt from the application of Section 2115. However, there can
be no assurance that the Common Stock will continue to be listed on the Nasdaq
National Market or that the Company's equity securities will continue to be held
by at least 800 persons. If the Company's equity securities were ever to be held
by fewer than 800 persons, or the Common Stock was no longer listed on the
NASDAQ National Market for any reason the Company could become subject to the
provisions of the California law as a result of the application of Section 2115.
If the Company were determined to be a quasi-California corporation, certain of
the provisions of the Company's Certificate of Incorporation and Bylaws would
not be authorized by California law, including the Company's classified board of
directors and the super majority voting provisions. In addition, under
California law cumulative voting for the election of directors is mandatory
unless a corporation that is a Large Public Corporation has expressly eliminated
cumulative voting in its articles of incorporation. The Company has eliminated
cumulative voting in its Certificate of Incorporation. Furthermore, California
law with respect to the payment of dividends is more restrictive than Delaware
law. Since the Company is expected to derive a substantial amount of its
revenues from Pacific Thrift, a California corporation, California law and FDIC
regulations with respect to dividends will have a substantial effect on the
Company's ability to pay dividends. Under California law, a corporation is
prohibited from paying dividends unless (i) the retained earnings of the
corporation immediately prior to the distribution exceeds the amount of the
distribution; (ii) the assets of the corporation exceed 1 1/4 times its
liabilities; or (iii) the current assets of the corporation exceed its current
liabilities, but if the average pretax net earnings of the corporation before
interest expense for the two years preceding the distribution was less than the
average interest expense of the corporation for those years, the current assets
of the corporation must exceed 1 1/4 times its current liabilities.
10
<PAGE> 12
REGISTRATION OF CERTAIN SECURITIES FOR RESALE
The table below indicates the Registered Securities held by the Selling
Security Holders as of March 31, 1997 and the number of shares of Common Stock
and Subscriber Warrants which may be offered pursuant to this Prospectus. The
Company is not aware of any plans by any of the named persons to sell their
Common Stock or Warrants. However, the Common Stock, Subscriber Warrants and
shares of Common Stock issuable under Subscriber Warrants and General Partner
Warrants held by these individuals, and the Common Stock underlying options held
by certain of these individuals, are being registered for resale in order that
these individuals, or any donee, pledgee or transferee of such Registered
Securities, may, from time to time in the future as they determine in their
discretion, sell any number of shares of Common Stock or Subscriber Warrants
which they own. The number of shares of Common Stock registered for the account
of the individuals named below who are executive officers or directors of the
Company may be increased by a supplement to this prospectus to the extent such
persons acquire additional shares through the exercise of options issued under
the 1995 Stock Option Plan, the exercise of Subscriber Warrants or General
Partner Warrants, or the purchase of shares under the Company's Employee Saving
Plan and/or Employee Stock Purchase Plan. The Company will not receive any of
the proceeds of any future sales of such Common Stock or Subscriber Warrants.
The Common Stock and Warrants listed below are not being underwritten.
<TABLE>
<CAPTION>
SUBSCRIBER
WARRANTS AND
SHARES ISSUABLE SHARES ISSUABLE SHARES ISSUABLE
OUTSTANDING UNDER UNDER GENERAL UNDER
AFFILIATES RESTRICTED SHARES SUBSCRIBER WARRANTS PARTNER WARRANTS STOCK OPTIONS
- ------------------------------- ----------------- ------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Bruce Ackerman................. 2,669 48 1,676 0
Robin Ackerman custodians for
Annie Drew Ackerman.......... 1,100 0 0 0
Robin Lynn Ackerman............ 3,999 0 60,000 0
Russell G. Allison............. 0 0 0 1,000
Avo Avidissian................. 193 48 1,676 0
Darlene & Thomas Burton........ 96 24 838 0
Kenneth & Mary Carmona......... 12,434 2,600 21,118 0
Cal Trust, TTEE FBO Ann White.. 435 107 3,771 0
Cal Trust, TTEE FBO Debra
Fontana...................... 444 109 3,855
Debra Hamlyn................... 96 24 838 0
Cal Trust, TTEE FBO Debra
Hamlyn....................... 338 83 2,933 0
Constance M. DeRosa............ 6,963 1,310 46,134 0
Deanna V. DeRosa............... 966 238 8,380 0
John Alen DeRosa............... 966 238 8,380 0
John A. DeRosa................. 6,963 1,310 46,134 0
Vincent P. DeRosa.............. 966 238 8,380 0
Elaine & Nelson Fay............ 227 36 1,257 0
Frank & Debbe Fontana.......... 96 24 838 0
Richard B. Fremed & Ellen F.
Fremed....................... 6,794 1,233 25,812 0
Richard B. Fremed.............. 0 0 0 9,000
Jay Fremed..................... 387 95 2,652 0
Marc Fremed.................... 503 124 4,358 0
Hobbs Family Trust............. 1,932 476 16,761 0
Edward & Marjorie Illig........ 966 238 8,380 0
Edward & Marjorie Illig, Family
Trust-1980................... 1,233 0 0 0
Illig Five..................... 2,199 238 8,380 0
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
SUBSCRIBER
WARRANTS AND
SHARES ISSUABLE SHARES ISSUABLE SHARES ISSUABLE
OUTSTANDING UNDER UNDER GENERAL UNDER
AFFILIATES RESTRICTED SHARES SUBSCRIBER WARRANTS PARTNER WARRANTS STOCK OPTIONS
- ------------------------------- ------- ------ ------- -------
<S> <C> <C> <C> <C>
Victor J. Illig Trust.......... 2,367 583 20,532 0
Norman Jeffer.................. 8,094 0 0 0
Arnold Jeffer.................. 9,443 0 0 0
Frank Landini.................. 15,218 0 0 18,000
Norman A. & Roslyn Markiewicz.. 34,518 5,647 57,992 0
Norman A. Markiewicz........... 0 0 0 9,000
James C. Neuhauser............. 6,600 0 0 1,000
Christopher J. & Joni L.
O'Keefe...................... 290 71 2,514 0
Transcorp C/F Joni O'Keefe..... 254 0 0 0
Transcorp C/F Christopher
O'Keefe...................... 254 0 0 0
Paine Webber TTEE Bruce
Jeffer....................... 8,195 357 12,571 0
Paine Webber TTEE Kathleen L.
Jeffer, IRA.................. 8,195 357 12,571 0
Cal Trust, TTEE FOB Robert
Rye.......................... 145 36 1,257 0
Harvey & Beatrice Schultz
Trust........................ 10,802 476 16,765 0
The Schultz Living Trust, dated
9/16/96...................... 85,574 19,239 54,058 0
Joel R. Schultz................ 15,000 3,000 0 51,000
Toby Schultz................... 5,000 1,000 0 0
Ricky Schultz.................. 966 238 7,130 0
Lillian Shlakman, TTEE for Jill
Ruth Barsky, Jeffrey David
Barsky, Marc S. Fremed & Jay
L. Fremed.................... 762 0 0 0
Alan J. Siebler................ 1,500 300 0 1,000
Charles Siegel................. 9,719 0 0 14,000
Richard W. & Rebecca L.
Smith........................ 725 179 6,285 0
Barbara Stewart................ 1,546 381 13,409 0
Arline Susswein................ 1,932 476 16,761 0
Arline Susswein TTEE of The
Susswein Family Trust........ 1,644 0 0 0
Mina Taub...................... 3,372 0 0 0
Mac W. & Barbara D.
Updegraft.................... 290 71 0 0
Paul D. & Paula Weiser Family
Trust........................ 5,936 1,309 10,895 0
Paul D. Weiser................. 0 0 0 1,000
Winograd 1982 Trust............ 3,865 951 33,522 0
Richard D. Young............... 45,514 1,600 0 53,000
Kip Grossman................... 1,000 0 0 0
Ann Simon...................... 1,000 0 0 0
Robert Rye..................... 1,500 0 0 0
Anthony Morones................ 1,000 0 0 0
------- ------ ------- -------
Total................ 345,185 45,180 548,813 157,000
======= ====== ======= =======
</TABLE>
12
<PAGE> 14
PLAN OF DISTRIBUTION
The Registered Securities may be sold from time to time by the Selling
Security Holders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Registered Securities may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Registered Securities as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Security Holders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Security Holders in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Act in connection with such sales. In addition, any Registered
Securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.
Upon the Company being notified by a Selling Security Holder that any
material arrangement has been entered into with a broker-dealer for the sale of
Registered Securities through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemented prospectus will be filed, if required, pursuant to Rule 424(c)
under the Act, disclosing (i) the name of each such Selling Security Holder and
of the participating broker-dealer(s), (ii) the number of Registered Securities
involved, (iii) the price at which such Registered Securities were sold, (iv)
the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus and (vi) other facts material to the transaction.
The Selling Security Holders have been advised that during the time each is
engaged in distribution of the securities covered by this Prospectus, each must
comply with Regulation M under the Securities Exchange Act of 1934, as amended,
and pursuant thereto: (i) shall not engage in any stabilization activity in
connection with the Company's securities; (ii) shall furnish each broker through
which securities covered by this Prospectus may be offered the number of copies
of this Prospectus which are required by each broker; and (iii) shall not bid
for or purchase any securities of the Company or attempt to induce any person to
purchase any of the Company's securities other than as permitted under the
Securities Exchange Act of 1934, as amended. Any Selling Security Holders who
may be "affiliated purchasers" of the Company as defined in Regulation M have
been further advised that they must coordinate their sales under this Prospectus
with each other and the Company for purposes of Regulation M. Each selling
Security Holder must also furnish each broker through whom Registered Securities
are sold copies of this Prospectus.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Common Stock
have been passed upon for the Company by Jeffer, Mangels, Butler & Marmaro LLP,
Los Angeles, California. Bruce P. Jeffer, Esq., a partner of Jeffer, Mangels,
Butler & Marmaro LLP, is a beneficial owner of 14,036 shares of Common Stock,
1,525 Subscriber Warrants and 12,571 General Partner Warrants of the Company.
13
<PAGE> 15
EXPERTS
The consolidated financial statements of the Partnership and its
subsidiaries incorporated by reference herein and in the registration statement,
at and for the year ended December 31, 1994 and for the year ended December 31,
1994, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon, incorporated by reference therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing. The consolidated financial
statements of the Partnership and its subsidiaries at and the for each of the
two years ended December 31, 1996 and 1995 and for the two years in the period
ended December 31, 1996, incorporated by reference herein and in the
registration statement, have been included herein in reliance on the report of
BDO Seidman, LLP, independent certified public accountants, as set forth in
their report thereon, and are included in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
14
<PAGE> 16
======================================================
NO DEALER, SALES REPRESENTATIVE OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Incorporation of Certain Documents by
Reference........................... 2
Additional Information................ 2
Prospectus Summary.................... 3
Risk Factors.......................... 5
Use of Proceeds....................... 6
Description of Capital Stock.......... 6
Registration of Certain Securities for
Resale.............................. 11
Plan of Distribution.................. 13
Legal Matters......................... 13
Experts............................... 14
</TABLE>
======================================================
======================================================
345,185 SHARES OF
COMMON STOCK
45,180 SUBSCRIBER WARRANTS
611,694 SHARES OF
COMMON STOCK ISSUABLE
UPON EXERCISE OF WARRANTS
795,000 SHARES OF
COMMON STOCK
ISSUABLE UNDER
EMPLOYEE PLANS
PACIFICAMERICA
MONEY CENTER, INC.
--------------------
PROSPECTUS
--------------------
, 1997
======================================================
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following tables sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All of the amounts
shown are estimates except the Securities and Exchange Commission registration
and NASD filing fees.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 542
Accounting fees and expenses....................................... $20,000
Printing and engraving expenses.................................... $20,000
Transfer agent and registrar (fees and expenses)................... $ 0
Blue Sky fees and expenses (including counsel fees)................ $ 5,000
Other legal fees and legal expenses................................ $25,000
Miscellaneous expenses............................................. $ 9,958
-------
Total.................................................... $80,500
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws generally require the Company to indemnify and advance
expenses to its directors, officers, employees and other agents to the fullest
extent permitted by Delaware law. The Company also has entered into
indemnification agreements with each of its directors and executive officers
whereby the Company will indemnify each such person against certain claims
arising out of certain past, present or future acts, omissions or breaches of
duty committed by an indemnitee while serving as a director of the Company or
any of its subsidiaries. Such indemnification does not apply to acts or
omissions which are knowingly fraudulent, deliberately dishonest or arise from
willful misconduct. Indemnification will only be provided to the extent that the
indemnitee has not already received payments in respect of a claim from the
Company or from an insurance company. Under certain circumstances, such
indemnification (including reimbursement of expenses incurred) will be allowed
for liability arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or person controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
THE COMPANY HAS PURCHASED A DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
POLICY INSURING DIRECTORS AND OFFICERS OF THE COMPANY.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ----------------------------------------------------------------------------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-4 (File No. 33-64573), as filed with the Securities and
Exchange Commission on December 22, 1995, as amended and declared effective
on May 14, 1996 (the "S-4 Registration Statement").
3.2 Bylaws of the Company, incorporated by reference to Exhibit 3.2 of the S-4
Registration Statement.
4.1 Specimen Common Stock Certificate of the Company, incorporated by reference
to Exhibit 4.1 of the S-4 Registration Statement.
</TABLE>
II-1
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ----------------------------------------------------------------------------
<S> <C>
4.2 Subscriber Warrant Agreement and Warrant Certificate, incorporated by
reference to Exhibit 4.3 of the S-4 Registration Statement.
4.3 General Partner Warrant Agreement and Warrant Certificate, incorporated by
reference to Exhibit 4.2 of the S-4 Registration Statement.
5.1 Opinions of Jeffer, Mangels, Butler & Marmaro L.L.P., incorporated by
reference to Exhibit 5.1 of the S-4 Registration Statement and Exhibit 5.1
of the Registrant's Registration Statement on Form S-8 (File No. 333-07411),
as filed with the Securities and Exchange Commission on July 2, 1996.
23.1 Consent of Ernst & Young LLP
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Jeffer, Mangels, Butler & Marmaro L.L.P.
24. Power of Attorney (incorporated by reference to page II-4 of the
Registration Statement on Form S-3).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (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 the Registration Statement;
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(sec. 230.424(b) of this Chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 13(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
therein, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual
II-2
<PAGE> 19
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons or
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 securities being
registered, the registrant will, unless in the opinion of its counsel the matter
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 the Act and will be governed by the final adjudication of
such issue.
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.
II-3
<PAGE> 20
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 Form S-3 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California on the 2nd day of May, 1997.
PACIFICAMERICA MONEY CENTER, INC.
By: /s/ JOEL R. SCHULTZ
--------------------------------
Joel R. Schultz,
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Joel R.
Schultz as his true and lawful attorney-in-fact and agent, acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, any Amendments
thereto and any Registration Statement for the same offering which is effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, each acting alone, full powers and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorney-in-fact
and agent, acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ----------------------------- ---------------
<C> <S> <C>
s/ JOEL R. SCHULTZ Director, Chief Executive May 2, 1997
----------------------------------------- Officer and Chairman of the
Joel R. Schultz Board
s/ RICHARD D. YOUNG Director and Executive Vice May 2, 1997
- ------------------------------------------ President
Richard D. Young
s/ CHARLES J. SIEGEL Chief Financial and May 2, 1997
- ------------------------------------------ Accounting Officer
Charles J. Siegel
s/ JAMES C. NEUHAUSER Director May 2, 1997
- ------------------------------------------
James C. Neuhauser
s/ PAUL D. WEISER Director May 2, 1997
- ------------------------------------------
Paul D. Weiser
</TABLE>
II-4
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
-------------
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-4 (File No. 33-64573), as filed with
the Securities and Exchange Commission on December 22, 1995, as
amended and declared effective on May 14, 1996 (the "S-4 Registration
Statement")..........................................................
3.2 Bylaws of the Company, incorporated by reference to Exhibit 3.2 of
the S-4 Registration Statement.......................................
4.1 Specimen Common Stock Certificate of the Company, incorporated by
reference to Exhibit 4.1 of the S-4 Registration Statement...........
4.2 Subscriber Warrant Agreement and Warrant Certificate, incorporated by
reference to Exhibit 4.3 of the S-4 Registration Statement...........
4.3 General Partner Warrant Agreement and Warrant Certificate,
incorporated by reference to Exhibit 4.2 of the S-4 Registration
Statement............................................................
5.1 Opinions of Jeffer, Mangels, Butler & Marmaro L.L.P. dated May 13,
1996 and June 27, 1996, incorporated by reference to Exhibit 5.1 of
the S-4 Registration Statement, and Exhibit 5.1 of the Registrant's
Registration Statement on Form S-8 (File No. 333-07411), as filed
with the Securities and Exchange Commission on July 2, 1996..........
23.1 Consent of Ernst & Young LLP.........................................
23.2 Consent of BDO Seidman, LLP..........................................
23.3 Consent of Jeffer, Mangels, Butler & Marmaro L.L.P. .................
24. Power of Attorney (incorporated by reference to page II-4 of the
Registration Statement on Form S-3)..................................
</TABLE>
<PAGE> 1
CONSENT OF ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 and related
Prospectus of PacificAmerica Money Center, Inc. for the registration of 345,185
shares of common stock, 45,180 subscriber warrants, 611,694 shares of common
stock issuable upon exercise of warrants and up to 795,000 shares of common
stock issuable under employee plans of PacificAmerica Money Center, Inc. and to
the incorporation by reference therein of our report dated April 7, 1995, except
as to the information dated May 30, 1995, with respect to the consolidated
financial statements and schedules of Presidential Mortgage Company and
subsidiaries included in the PacificAmerica Money Center, Inc. Annual Report on
Form 10-K for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
May 2, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PacificAmerica Money Center, Inc.
Woodland Hills, California
We hereby consent to the incorporation by reference in this Prospectus
constituting a part of this Pre-Effective Amendment No. 1 to Form S-3
Registration Statement of our reports dated March 21, 1997, relating to the
consolidated financial statements and schedules of PacificAmerica Money Center,
Inc. and Subsidiaries (formerly Presidential Mortgage Company, a California
limited partnership), for the years ended December 31, 1996 and 1995 appearing
in the Company's Pre-Effective Amendment No. 1 to Form S-3 Registration
Statement.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO Seidman, LLP
Los Angeles, California
May 2, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF ATTORNEYS
PacificAmerica Money Center, Inc.
Woodland Hills, California
We hereby consent to the incorporation by reference in this Pre-Effective
Amendment No. 1 to Form S-3 Registration Statement of our opinion dated May 13,
1996 relating to the issuance of shares of Common Stock, Subscriber Warrants and
General Partner Warrants, and the exercise of Subscriber Warrants and General
Partner Warrants, appearing in the Form S-4 Registration Statement (33-64573)
declared effective May 14, 1996, and our opinion dated June 27, 1996 relating to
the issuance of shares of Common Stock pursuant to the PacificAmerica Money
Center, Inc. 1995 Stock Option Plan, Employee Savings Plan and Employee Stock
Purchase Plan appearing in the Form S-8 Registration Statement (333-07411)
effective July 2, 1996 and to the reference to our name under the caption
"Experts" in the Prospectus constituting a part of the Form S-3 Registration
Statement.
JEFFER, MANGELS, BUTLER & MARMARO LLP
Los Angeles, California
May 2, 1997
