<PAGE> 1
[HFCC0026.086]
Registration No. 33-94882
As filed with the Securities and Exchange Commission on August 9, 1996
U.S. Securities and Exchange Commission, Washington, D.C. 20549
AMENDMENT NO. 5 TO
FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HOMEOWNERS FINANCIAL CORP.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
Delaware 6162 13-2747380
- --------------------------------- ------------------------------ --------------------
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
Mr. Christian W. Pfluger, III, President
Homeowners Financial Corp. Homeowners Financial Corp.
2075 West Big Beaver Road 2075 West Big Beaver Road
Suite 550 Suite 550
Troy, Michigan 48084 Troy, Michigan 48084
(800) 723-6001 (800) 723-6001
------------------------------------------ -------------------------------------------
(Address and telephone number of (Name, address and telephone
registrant's principal executive offices number of agent for service)
and principal place of business)
COPIES TO:
Richard Feiner, Esq. Lawrence Nusbaum, Esq.
John B. Lowy, P.C. Gusrae, Kaplan & Bruno
645 Fifth Avenue, Suite 403 120 Wall Street, 11th Floor
New York, New York 10022 New York, NY 10005
Phone (212) 371-7799 Fax (212) 371-8527 Phone (212) 269-1400 Fax (212) 809-5449
--------------------------------------- ----------------------------------------
(Counsel for Registrant) (Counsel for Underwriter)
</TABLE>
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after this Registration Statement becomes
effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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.[ ]
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 the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 17. Undertakings
The Company undertakes:
(1) To file, during any period in which it offers or sells
securities, a post effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933:
(ii) 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;
(iii) 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;
(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) That, for the purpose of determining any liability under the
Securities Act of 1933, the Company will treat the information omitted from the
form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the Company under
Rule 424(b)(1), or (4) or 497(h) under the Securities Act of 1933 (secs
230.424(b)(1), (4) or 230.497(h)) as part of this registration statement as of
the time the Commission declared it effective.
(4) 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.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 of
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.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement
on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly
authorized in the State of Michigan, City of Troy, on the 9th day of August,
1996.
HOMEOWNERS FINANCIAL CORP.
By s/ Christian W. Pfluger III
--------------------------------------------
Christian W. Pfluger III, President,
Chief Executive Officer
By s/ Joseph W. Traxler
--------------------------------------------
Joseph W. Traxler, Treasurer (Principal
Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
s/ Christian W. Pfluger III Director August 9, 1996
- ----------------------------
Christian W. Pfluger III
* Director August 9, 1996
- -------------------------------
Henry B. Leshman
* Director August 9, 1996
- -------------------------------
Mori A. Schweitzer
* Director August 9, 1996
- -------------------------------
Leonard L. Rosen
* Director August 9, 1996
- -------------------------------
Stephen M. Savage
* By: s/ Christian W. Pfluger III
----------------------------
Christian W. Pfluger III
(Attorney-in-fact)
</TABLE>
