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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM _______ TO ________
COMMISSION FILE NUMBER 0-23637
THE WMA CORPORATION
(Name of small business issuer in its charter)
DELAWARE 58-2179041
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11315 JOHNS CREEK PARKWAY, DULUTH, GEORGIA 30097
(Address of principal executive offices)
Issuer's telephone number: (770) 248-3311
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practicable date:
As of March 31, 1999, there were 2,495,010 shares of common stock
(.001 par value) outstanding.
Transitional Small Business Disclosure Format (Check one): Yes No X
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TABLE OF CONTENTS
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PART II
ITEM 6 Exhibits and Reports on Form 8-K
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
No reports were required to be filed on Form 8-K.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
10.6 Second Amendment of Revolving Line of Credit Promissory Note
between The WMA Corporation and Money Services, Inc. dated March 31,
1999 (To be filed herewith)
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(Registrant) The WMA Corporation
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By (Signature/Title) /s/ Edward F. McKernan (SEAL) Date: May 21, 1999
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Edward F. McKernan, Senior Vice
President, Chief Financial Officer,
Actuary, and Director
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EXHIBIT 10.6
SECOND AMENDMENT OF REVOLVING LINE OF CREDIT PROMISSORY NOTE
THIS SECOND AMENDMENT OF REVOLVING LINE OF CREDIT PROMISSORY NOTE
(this "Agreement") is made and entered effective as of the 31st day of March,
1999, by and between THE WMA CORPORATION, a Delaware corporation (hereinafter
referred to as "Borrower") and MONEY SERVICES, INC., a Delaware corporation
(hereinafter referred to as "Lender").
ARTICLE A - BACKGROUND AND CONSIDERATION
A-1. BACKGROUND. On September 30, 1998, Borrower incurred certain
indebtedness (the "Loan") owing to Lender, and to evidence the Loan executed
and delivered to Lender that certain Revolving Line of Credit Promissory Note
dated September 30, 1998, in the face principal amount of $10,000,000.00 (the
"Note). The Note was further evidenced by that certain Revolving Line of Credit
Loan Agreement by and between Borrower and Lender dated September 30, 1998, as
thereafter amended by that certain First Amendment of Revolving Line of Credit
Agreement and Revolving Line of Credit Promissory Note (collectively the "Loan
Agreement"). The Note and Loan Agreement, together with any and all other
documents, if any, to or of which Lender is a party or beneficiary evidencing,
securing or otherwise relating to the Loan, are hereinafter referred to
collectively as the "Loan Documents". Borrower and Lender have agreed to (i)
modify and amend the terms of the Note to increase the interest rate presently
set forth therein; (ii) to capitalize all interest accrued on the principal
balance of the Note as of March 31, 1999; and (iii) to extend the maturity date
thereof. Borrower and Lender desire to amend the Note to provide for said
modifications.
A-2. CONSIDERATION. For and in consideration of the sum of $10.00
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower and Lender do hereby agree as set forth
hereinbelow.
ARTICLE B - AGREEMENT
B-1. AMENDMENT OF CERTAIN NOTE PROVISIONS. Borrower and Lender do
hereby amend the Note as follows:
B-2. INTEREST RATE MODIFICATION. The current interest rate of eight
(8%) percent per annum as set forth on line ten (10) of the first (1st)
paragraph of the Note is hereby amended and revised to read "nine (9%) percent
per annum."
B-3. CAPITALIZATION OF INTEREST/OUTSTANDING BALANCE. All interest
which has accrued, but remains unpaid, on the current outstanding principal
balance of the Loan is hereby added to the outstanding principal balance and
shall be repaid in accordance with the terms of the Note. Borrower and Lender
acknowledge and agree that, as of the date hereof, the accrued but unpaid
interest, due on the Note is $303,561.64. Borrower and Lender further
acknowledge and agree, that as of April 1, 1999, the aggregate outstanding
principal balance of the Note, including the aforesaid amount of accrued but
unpaid interest thereon, is $10,303,561.64.
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B-4. EXTENSION OF MATURITY DATE. The second full paragraph of the
Note is hereby deleted in its entirety and the following new paragraph is
substituted in lieu thereof:
"The entire outstanding principal balance hereof, together
with all accrued but unpaid interest thereon, shall be due and payable in full
on August 1, 1999."
ARTICLE C - GENERAL CONDITIONS
C-1. NO WAIVER OR IMPLICATION. Borrower hereby agrees that nothing
herein shall constitute a waiver by Lender of any default, whether known or
unknown, which may exist under the Note or any other Loan Document. Borrower
hereby further agrees that no action, inaction or agreement by Lender,
including, without limitation, any indulgence, waiver, consent or agreement of
modification which may have occurred or been granted or entered into with
respect to non-payment of the Loan or any portion thereof, or with respect to
matters involving security for the Loan, shall require or imply any future
indulgence, waiver, consent or agreement by Lender. Borrower hereby
acknowledges and agrees that Lender has made no agreement, and is in no way
obligated, to grant any future indulgence, waiver or consent or to enter into
any further agreement of modification with respect to the Loan or any matter
relating to the Loan.
C-2. SUCCESSORS AND ASSIGNS. This First Amendment of Revolving Line
of Credit Promissory Note shall be binding upon and shall insure to the benefit
of the parties hereto, their respective heirs, successors, successors-in-title
and assigns.
C-3. MISCELLANEOUS. All personal pronouns used herein whether used
in the masculine, feminine or neuter gender, shall include all other genders;
the singular shall include the plural, and vice versa. Titles of articles and
sections as set forth herein are for convenience only and in no way define,
limit, amplify or describe the scope or intent of any provision hereof.
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IN WITNESS WHEREOF, Borrower and Lender have hereunto set their hands
and affixed their seals as of the day and year first above written.
BORROWER:
THE WMA CORPORATION
a Delaware corporation
By: /s/ Thomas W. Montgomery
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Name: Thomas W. Montgomery
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Title: Executive Vice-President
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(CORPORATE SEAL)
LENDER:
MONEY SERVICES, INC., a Delaware
corporation
By: /s/ Patrick De Palma
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Name: Patrick De Palma
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Title: President
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(CORPORATE SEAL)
