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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A-4
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of
The Securities Exchange Act of 1934
HOMEOWNERS FINANCIAL CORP.
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(Name of Small Business Issuer in its charter)
Delaware 13-2747380
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(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
2075 West Big Beaver Road, Suite 550, Troy, Michigan 48084
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(Address or principal executive offices)
Issuer's telephone number (800) 723-6001
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Securities to be registered under Section 12(b) of the Act: None
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not applicable Not Applicable
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.01 par value
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Title of Class
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PART I
Item 1. Description of Business
See the "Business," "Risk Factors," "The Reorganization," "Use
of Proceeds" and "Underwriting" sections of the Prospectus contained in
Amendment No.3 to the Registrant's Registration Statement on Form SB-2 (SEC
File No. 33-94882) filed with the Commission on or about July 9, 1996,
attached hereto and incorporated by reference herein pursuant to Rule 12b-23
promulgated under the Securities Exchange Act of 1934, as amended.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
See the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the Prospectus contained in
Amendment No.3 to the Registrant's Registration Statement on Form SB-2 (SEC
File No. 33-94882) filed with the Commission on or about July 9, 1996,
attached hereto and incorporated by reference herein pursuant to Rule 12b-23
promulgated under the Securities Exchange Act of 1934, as amended.
Item 3. Description of Property
See the "Business - Facilities" section of the Prospectus
contained in Amendment No.3 to the Registrant's Registration Statement on Form
SB-2 (SEC File No. 33-94882) filed with the Commission on or about July 9,
1996, attached hereto and incorporated by reference herein pursuant to Rule
12b-23 promulgated under the Securities Exchange Act of 1934, as amended.
Item 4. Security Ownership of Certain Beneficial Owners and Management
See the "Principal Security Holders" section of the Prospectus
contained in Amendment No.3 to the Registrant's Registration Statement on Form
SB-2 (SEC File No. 33-94882) filed with the Commission on or about July 9,
1996, attached hereto and incorporated by reference herein pursuant to Rule
12b-23 promulgated under the Securities Exchange Act of 1934, as amended.
Item 5. Directors, Executive Officers, Promoters and Control Persons
See the "Management" section of the Prospectus contained in
Amendment No.3 to the Registrant's Registration Statement on Form SB-2 (SEC
File No. 33-94882) filed with the Commission on or about July 9, 1996,
attached hereto and incorporated by reference herein pursuant to Rule 12b-23
promulgated under the Securities Exchange Act of 1934, as amended.
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Item 6. Executive Compensation
See the "Management - Remuneration" section of the Prospectus
contained in Amendment No.3 to the Registrant's Registration Statement on Form
SB-2 (SEC File No. 33-94882) filed with the Commission on or about July 9,
1996, attached hereto and incorporated by reference herein pursuant to Rule
12b-23 promulgated under the Securities Exchange Act of 1934, as amended.
Item 7. Certain Relationships and Related Transactions
See the "Certain Transactions" and "The Reorganization"
sections of the Prospectus contained in, and "Item 26. Recent Sales of
Unregistered Securities" of Amendment No.3 to the Registrant's Registration
Statement on Form SB-2 (SEC File No. 33-94882) filed with the Commission on or
about July 9, 1996, attached hereto and incorporated by reference herein
pursuant to Rule 12b-23 promulgated under the Securities Exchange Act of 1934,
as amended.
Item 8. Description of Securities.
See the "Description Of Securities" section of the Prospectus
contained in Amendment No.3 to the Registrant's Registration Statement on Form
SB-2 (SEC File No. 33-94882) filed with the Commission on or about July 9,
1996, attached hereto and incorporated by reference herein pursuant to Rule
12b-23 promulgated under the Securities Exchange Act of 1934, as amended.
PART II
Item 1. Market Price of and Dividends on Registrant's Common Equity
and Related Stockholder Matters
See the "Market Price Of Securities" section of the Prospectus
contained in Amendment No.3 to the Registrant's Registration Statement on Form
SB-2 (SEC File No. 33-94882) filed with the Commission on or about July 9,
1996, attached hereto and incorporated by reference herein pursuant to Rule
12b-23 promulgated under the Securities Exchange Act of 1934, as amended.
Item 2. Legal Proceedings.
See the "Legal Proceedings" section of the Prospectus
contained in Amendment No.3 to the Registrant's Registration Statement on Form
SB-2 (SEC File No. 33-94882) filed with the Commission on or about July 9,
1996, attached hereto and incorporated by reference herein pursuant to Rule
12b-23 promulgated under the Securities Exchange Act of 1934, as amended.
Item 3. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures.
There have been no changes in, or disagreements with the
Company's independent accountants with respect to accounting and/or financial
disclosure.
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Item 4. Recent Sales of Unregistered Securities.
See "Part II, Item 26. Recent Sales of Unregistered
Securities" contained in Amendment No.3 to the Registrant's Registration
Statement on Form SB-2 (SEC File No. 33-94882) and the "The Reorganization" and
"Certain Transaction" sections of the Prospectus contained in Amendment No.3 to
the Registrant's Registration Statement on Form SB-2 (SEC File No. 33-94882)
filed with the Commission on or about July 9, 1996, attached hereto and
incorporated by reference herein pursuant to Rule 12b-23 promulgated under the
Securities Exchange Act of 1934, as amended.
PART FS
See the Financial Statements of the Company and Developers
Mortgage Company contained in Amendment No.3 to the Registrant's Registration
Statement on Form SB-2 (SEC File No. 33-94882) filed with the Commission on or
about July 9, 1996, attached hereto and incorporated by reference herein
pursuant to Rule 12b-23 promulgated under the Securities Exchange Act of 1934,
as amended.
PART III
Items 1&2. Index to Exhibits and Description of Exhibits.
<TABLE>
<S> <C>
2.a Certificate of Incorporation*
2.b Amendments to Certificate of Incorporation*
2.c Certificate of Designations - Series B Preferred Stock(3)
2.d Certificate of Designations - Series C Preferred Stock(4)
2.e By-Laws*
6.a The 1994 Incentive Stock Option Plan*
10.a Acquisition Agreement with FIS*
10.b Warehouse Credit Agreement with Franklin Federal Bancorp*
10.c Servicing Loan Agreement with Franklin Federal Bancorp*
10.d Lease Agreement-Dallas *
10.e ISB Stock Purchase Agreement(1)
10.f DMC Purchase and Sale Agreement(1)
10.g Lease Agreement-Troy(1)
10.h Agreement-FIS acquisition of HOFCA(1)
10.i Barnett Bank Promissory Note(1)
10.j ISB Loan Documents(1)
10.k Voting Trust Agreement and Amendment(2)
10.l Credit Agreement with First Bank National Association(2)
23.a Consent of Wallace Sanders & Company, Certified Public Accountants
23.b Consent of KPMG Peat Marwick LLP, Certified Public Accountants
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</TABLE>
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* Previously filed.
(1) Previously filed as an Exhibit to the Registrant's
Registration Statement on Form SB-2, SEC File No. 33-94882,
filed with the Commission on or about July 20, 1995 and
incorporated herein by reference.
(2) Previously filed as an Exhibit to Amendment No. 1 to the
Registrant's Registration Statement on Form SB-2, SEC File No.
33-94882, filed with the Commission on or about October 17,
1995 and incorporated herein by reference.
(3) Previously filed as an Exhibit to the Company's Annual Report
on Form 10-KSB, SEC File No. 0-25744, filed with the
Commission on or about April 26, 1996, and incorporated herein
by reference.
(4) Previously filed as an Exhibit to Amendment No. 3 to the
Registrant's Registration Statement on Form SB-2, SEC File No.
33-94882, filed with the Commission on or about July 9, 1996
and incorporated herein by reference.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Company caused this Amendment No. 3 to its registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
HOMEOWNERS FINANCIAL CORP.
Dated: July 1, 1995 By: /s/ Christian W. Pfluger III
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Christian W. Pfluger III, President
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EXHIBIT INDEX
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Exhibit
No. Description
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2.a Certificate of Incorporation*
2.b Amendments to Certificate of Incorporation*
2.c Certificate of Designations - Series B Preferred Stock(3)
2.d Certificate of Designations - Series C Preferred Stock(4)
2.e By-Laws*
6.a The 1994 Incentive Stock Option Plan*
10.a Acquisition Agreement with FIS*
10.b Warehouse Credit Agreement with Franklin Federal Bancorp*
10.c Servicing Loan Agreement with Franklin Federal Bancorp*
10.d Lease Agreement-Dallas *
10.e ISB Stock Purchase Agreement(1)
10.f DMC Purchase and Sale Agreement(1)
10.g Lease Agreement-Troy(1)
10.h Agreement-FIS acquisition of HOFCA(1)
10.i Barnett Bank Promissory Note(1)
10.j ISB Loan Documents(1)
10.k Voting Trust Agreement and Amendment(2)
10.l Credit Agreement with First Bank National Association(2)
23.a Consent of Wallace Sanders & Company, Certified Public
Accountants
23.b Consent of KPMG Peat Marwick LLP, Certified Public Accountants
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* Previously filed.
(1) Previously filed as an Exhibit to the Registrant's
Registration Statement on Form SB-2, SEC File No. 33-94882,
filed with the Commission on or about July 20, 1995 and
incorporated herein by reference.
(2) Previously filed as an Exhibit to Amendment No. 1 to the
Registrant's Registration Statement on Form SB-2, SEC File No.
33-94882, filed with the Commission on or about October 17,
1995 and incorporated herein by reference.
(3) Previously filed as an Exhibit to the Company's Annual Report
on Form 10-KSB, SEC File No. 0-25744, filed with the
Commission on or about April 26, 1996, and incorporated herein
by reference.
(4) Previously filed as an Exhibit to Amendment No. 3 to the
Registrant's Registration Statement on Form SB-2, SEC File No.
33-94882, filed with the Commission on or about July 9, 1996
and incorporated herein by reference.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in Form 10-SB/A-4 of our
report dated January 18, 1996, except for Note 1 and Note 10, as to which the
date is April 12, 1996; and Note 2, Note 4, Note 6, Note 14, and Note 16, as to
which the date is June 26, 1996 relating to the consolidated balance sheets of
Homeowners Financial Corp. and Subsidiaries ("Successor") as of September 30,
1995 and 1994, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year ended September 30, 1995 and
the period from April 30, 1994 to September 30, 1994 ("Successor Periods") and
the statements of operations and cash flows for the period from October 1, 1993
to April 29, 1994 ("Predecessor Period") of Home Owners Funding Corp. of
America ("Predecessor").
/s/ Wallace Sanders & Company
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WALLACE SANDERS & COMPANY
Dallas, Texas
July 2, 1995
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[KPMG PEAT MARWICK LLP LETTERHEAD]
The Board of Directors
Developers Mortgage Corporation
We consent to the incorporation by reference in the Registration Statement of
Homeowners Financial Corp. on Form 10-SB/A-4 of our report on the financial
statements of Developers Mortgage Corporation (DMC) for the years ended
September 30, 1994 and 1993 which report appears in the Registration Statement
of Homeowners Financial Corp. on Form SB-2. Our report contains an explanatory
paragraph that states that Aurora Service Corporation, parent company of DMC,
has incurred a significant net loss for the year ended September 30, 1994 and is
not in compliance with certain debt covenants associated with a note payable
which makes the note payable at the option of the lender. These circumstances
raise substantial doubt about DMC's ability to continue as a going concern. The
financial statements of DMC do not include any adjustments that might result
from the outcome of that uncertainty. Our report also refers to the change in
DMC's method of accounting for income taxes.
/s/ KPMG Peat Marwick LLP
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July 1, 1996
