UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. [ ])*
FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
Common Stock - 32058A101
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(CUSIP Number)
George B. Harrop
759 Carlingford Lane
Houston, Texas 77079-3242.
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 25, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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COMMON STOCK CUSIP No. 32058A101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEORGE B. HARROP
S.S. No. -- ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
IN
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
276,700 shares
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 16,500 shares
OWNED BY
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 276,700 shares
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10 SHARED DISPOSITIVE POWER
16,500 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Reporting Person beneficially owns 293,200 shares of Common Stock
(See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.27
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement is filed with respect to shares of common stock, par value
$.01 per share (the "Common Stock"), of First Investors Financial Services
Group, Inc., 675 Bering Drive Suite 710, Houston, Texas 77057.
ITEM 2. IDENTITY AND BACKGROUND.
George B. Harrop is an individual investor residing at 759 Carlingford
Lane, Houston, Texas 77079-3242. Mr. Harrop is a United States citizen. He
has not, during the past five years, been convicted in a criminal proceeding or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation which respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
276,700 Shares were paid for in cash in the amount of $1,602,123.00 and are
held in several IRA custodial accounts in the name of George B. Harrop, J.C.
Bradford & Co., IRA, 759 Carlingford Lane, Houston, Texas 77079-3242
16,500 shares were purchased in the name of G.B. and ValBerta Harrop,
JJWROS, 759 Carlingford Lane, Houston, Texas 77079-3242. These shares were
paid for in cash and margin in account #305-23856, J.C. Bradford 7 Co. in the
amount of $106,414.25. See Item 7, Exhibit A.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Harrop acquired the Shares with a view to holding a substantial
individual investment ownership interest in the Issuer. Although Mr. Harrop
does not have any specific plans or proposals regarding the Issuer in his
capacity as a shareholder, he will continue to evaluate all alternatives with
respect to the Shares.
Except as stated above, Mr. Harrop does not have any plans or proposals of
the type referred to in clause (a) through (j) of Item 4 of Schedule 13D,
although he reserves the right to do so in the future.
<TABLE>
<CAPTION>
DATE SHARES PURCHASED PRICE PER SHARE
- --------------------- -------- ---------------- ----- ---------------
<S> <C> <C> <C> <C>
04/22/98 5,000 8.125
05/21/98 7,000 7.75
05/21/98 15,000 7.75
06/22/98 5,000 6.81250
06/29/98 7,500 6.25
07/01/98 5,000 6.375
10/15/98 2,000 4.50
10/07/98 1,000 3.875
10/09/98 1,500 4
10/23/98 5,000 4.57812
10/23/98 5,000 4.57812
12/09/98 29,000 5.125
12/09/98 20,000 5.125
12/22/98 8,700 5.0625
01/07/99 67,000 5.25
01/07/99 3,000 5.4375
01/21/99 6,500 5.75
02/01/99 5,000 5.75
02/09/99 6,000 5.75
02/19/99 12,500 6.1875
02/25/99 5,500 6.1875
03/03/99 200 6.6875
03/03/99 1,800 6.6875
03/03/99 3,000 6.6875
08/10/99 3,500 5.875
09/14/99 2,000 6.125
09/14/99 33,000 6.125
09/15/99 4,500 6.125
09/15/99 5,000 6.1875
10/13/99 1,500 6.5625
Subtotal IRA Accounts 276,700
10/13/99 1,500 6.5625
10/18/99 15,000 6.4375
Subtotal JJWROS 16,500
TOTAL SHARES 293,200 293,200
</TABLE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Harrop is the beneficial owner of the Shares, which represent 5.27% of
the Issuer's Common Stock. The Shares include 16,500 shares which are or will
be held in joint accounts with Mr. Harrop's wife, ValBerta Harrop, and 276,700
shares which are or will be held through his individual retirement accounts.
Mr. Harrop has or will have sole voting and dispositive power for 276,700
shares. Mr. and Mrs. Harrop share or will share voting and dispositive power
for 16,500 of the shares. Mrs. Harrop is an individual residing at 759
Carlingford Lane, Houston, Texas 77079-3242, and she is a United States
citizen. Mrs. Harrop has not, during the past five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation which respect to such laws.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGOR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Customer Margin and Loan Consent Agreement between G.B. Harrop,
ValBerta Harrop, and J.C. Bradford & Co.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 25, 1999
/S/ George B. Harrop
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George B. Harrop
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<PAGE>
EXHIBIT A
J.C. Bradford & Co
Members New York Stock Exchange, Inc.
Member S.I.P.C.
SECURITIES ACCOUNT MARGIN AGREEMENT
CONSENT OF LOAN SECURITIES
In consideration of the acceptance by J. C. Bradford & Co., L.L.C.
("Bradford") of the account(s) in which I have an interest, alone or with
others, which I have opened or open in the future, with Bradford for the
purchase and sale of securities or commodities I agree as follows:
1. RULES AND REGULATIONS
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All transactions for my account shall be subject to the then applicable
constitution, rules, regulations, customs and usages of the exchange or market
and its clearing house, if any, where executed by Bradford or its agents: and,
where applicable, the Securities Exchange Act of 1934, as amended; the Commodity
Exchange Act, as amended; the rules and regulations of the Securities and
Exchange Commission, the Board of Governors of the Federal Reserve System and
the Commodity Futures Trading Commission.
2. WAIVER
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I Agree that no provision of this Agreement shall be waived, altered,
modified or amended unless committed to in writing and signed by a principal of
Bradford. No waiver of any provision (If this Agreement shall be deemed a
waiver of any other provision, nor a continuing waiver of the provision(s) so
waived.
3. SEVERABILITY
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If any provision of this Agreement is held to be invalid, void or
unenforceable by reason of any law, rule, administrative order or judicial
decision, that determination shall not affect the validity of the remaining
provisions of this Agreement
4. SECURITY INTEREST
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All monies, securities commodities or contracts relating thereto and all
other property in any account in which I have an interest (held either
individually, jointly or otherwise) or which may at any time be in Bradford's
possession for any purpose, including safekeeping, shall be subject to a general
lien for the discharge of all obligations I may have to Bradford, however and
whenever arising. All securities and other property shall he held by Bradford
as security for the payment of all such obligations or indebtedness in any
account in which I may have an interest.
5. LOAN OR PLEDGE OF SECURITIES
--------------------------------
All monies, securities, commodities or contracts relating thereto and all
other property which Bradford may at any time be carrying for me or in which I
may have an interest, may from time to time and without notice be carried in
Bradford's general loans and may he pledged, repledged, hypothecated or
rehypothecated, separately or in common with other securities or any other
property for the sum due Bradford thereon or for a greater sum without retaining
in Bradford's possession and control for delivery a like amount of similar
securities or commodities. Subject to applicable law, Bradford, without notice
to me, may apply and/or transfer any or all monies, securities, commodities or
contracts relating thereto and all other property interchangeably between
accounts or to accounts in which I have an interest or which are guaranteed by
me (except regulated commodity accounts). Bradford is hereby specifically
authorized to transfer to my cash account on settlement day any excess funds
available in any of my other accounts, including but not limited to any free
balances in any margin account sufficient to make full payment of cash
purchases. I agree that any debit occurring in, any of my accounts may be
transferred at Bradford's option to my margin account. I hereby authorize
Bradford, from time to time, to lend, separately or together with property of
others, to itself or others, any property of others to itself or others, any
property it may be carrying for me on margin. This authorization shall apply to
all accounts for me.
6. INTEREST CHARGES
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Debit balances in my accounts shall he charged interest or service charges
in accordance with Bradford's policies and at prevailing rates determined by
Bradford.
7. LIQUIDATION
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I understand that notwithstanding a general policy of giving customers
notice of a margin deficiency Bradford is not obligated to request additional
margin from me in the event my account falls below minimum maintenance
requirements. More importantly, there may be circumstances where Bradford will
liquidate securities and/or other property in the account without notice to me
to ensure that minimum maintenance requirements are satisfied. Bradford shall
have the right in accordance with its general policies regarding margin
maintenance requirements to require additional collateral or the liquidation of
any securities and other property whenever in its discretion it considers it
necessary for its protection, including in the event of, but not limited to: My
failure to promptly meet any call for additional collateral, the filing of a
petition in bankruptcy by or against me; the appointment of a receiver is filed
by or against me; an attachment is levied against any account in which I have an
interest or; my death. In such event, Bradford is authorized to sell any and
all securities and other property in any account of mine, whether carried
individually or jointly with others, to hey all securities or other properly
which may be short in such account(s), to cancel any open orders and to close
any or all outstanding contracts, all without demand for margin or additional
margin, other notice of sale or purchase, or other notice of advertisement each
of which is expressly waived by me. Any such sales or purchases may be made at
Bradford's discretion on any exchange or other market where such business is
usually transacted or at public auction or private sale, and Bradford may be the
purchaser for its own account. It is understood a prior demand, or call, or
prior notice of the time and place of such sale on purchase shall not he
considered a waiver of Bradford's right to sell on buy without demand or notice
as herein provided.
8. MARGIN
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I will at all times maintain positions and margins in my accounts as
Bradford, in its discretion, may from time to time require and will pay on
demand any debit balance owing with respect to such accounts.
9. GOVERNING LAW
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This agreement shall be governed by the laws of the State of New York, and shall
insure to Bradford's successors and assigns, and shall be binding on me, my
heirs, executors, administrators and assigns.
SIGN AND RETURN
NEW MARGIN ACCOUNT J.C. BRADFORD & CO
CREDIT CHARGE SUMMARY J.C. BRADFORD & CO
<PAGE>
10. ARBITRATION DISCLOSURES
- ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT
INCLUDING THE RIGHT TO JURY TRIAL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
11. ARBITRATION
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I agree, and by carrying an account for me, Bradford agrees, that all
controversies which may arise between us concerning any transaction or the
construction, performance or breach of this or any other agreement between us,
whether entered in prior, on or subsequent to the date hereof, shall be
determined by arbitration. Any arbitration under this agreement shall be
conducted pursuant to the Federal Arbitration Act and the laws of the state of
Tennessee, before the New York Stock Exchange, Inc. or an arbitration
facility provided by any other exchange of which Bradford is a member, or the
National Association of Security Dealers, Inc. and in accordance with the rules
obtaining of the selected organization. I may elect in the first instance
whether arbitration shall be by New York Stock Exchange, or another exchange or
self-regulatory organization of which the broker is a member, but If I fail to
make such election, by registered letter or telegram addressed to Bradford at
its main office, before the expiration of five days alter receipt of a written
request frown Bradford to make such election, then Bradford may make such
election. No person shall bring a putative or certified class action to
arbitration, nor seek to enforce any predispute arbitration agreement against
any person who has initiated in court a putative class action; who is a member
of a putative class who has not opted out of the class with respect to any
claims encompassed by the putative class action until: (1) the class
certification is denied; (2) the class is decertified; or (3) the customer is
excluded from the class by the court. Such forbearance to enforce agreement to
arbitrate shall not constitute a waiver of any rights under this agreement
except to the extent stated herein. The award of the arbitrators, or of the
majority of them, shall be final, and judgment upon the award rendered may be
entered in any court, state or federal. having jurisdiction.
12. SALE ORDERS/DELIVERIES
-----------------------
I agree that when placing a sell order, all "short" sale orders shall be
designated as "short" and all "long" sale orders shall be designated as "long".
I represent that any sell order which I designate as "long" shall be for
securities then owned by me and if such securities are not then deliverable from
my account, that I will deliver them on or before settlement date. In the case
of the sale of any security, commodity or other property by Bradford at my
direction. Bradford's inability to deliver the same to the purchaser by
reason of my failure to supply Bradford therewith, I authorize Bradford to
borrow such security, commodity or other property necessary to make delivery
thereof and I agree to be responsible for any loss which Bradford may sustain
thereby and any premiums which it may be required to pay thereon arid for any
additional loss which it may sustain by reason of its inability to borrow the
security, commodity or other property sold on my behalf.
13. BROKER
------
I understand that in all transactions between me mind Bradford. Bradford
shall be acting as broker for me, except when Bradford discloses to me that,
with respect to such transaction, it is acting as dealers for its account or as
broker for some other person.
14. COMMUNICATIONS
--------------
Confirmations of transactions and statements of my account shall be conclusive
if not objected to in writing to Bradford within 5 days and 10 days respectively
after transmitted to me by mail or otherwise. Communications may be sent to me
at the address shown on Bradford's records for my account or at such other
address as I may hereafter provide to Bradford in writing. All communications
sent, whether by mail, telegraph, messenger or other-wise will be deemed given,
whether actually received or not.
15. REPRESENTATIONS
---------------
I represent that I am of legal age, am not an employee or member of any
exchange or a member firm or any corporation of which any exchange owns a
majority interest or the NASD or of a bank, trust company, insurance company or
other employer engaged in the business of a broker-dealer and that I will
promptly notify Bradford if I become so employed. I further represent that,
unless otherwise disclosed to Bradford in writing, no one except myself has an
interest in the account or accounts maintained with Bradford in my
name.
16. AGREEMENT CONTAINS ENTIRE UNDERSTANDING/ASSIGNMENT
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This Agreement contains the entire understanding between myself and Bradford
concerning the subject matter of this Agreement. I may not assign the rights
and obligations hereunder without first obtaining the prior written consent of
Bradford.
BY SIGNING THIS AGREEMENT I ACKNOWLEDGE THAT:
1. THE SECURITIES IN MY MARGIN ACCOUNT MAY BE LOANED TO BRADFORD OR LOANED OUT
TO OTHERS AND;
2. I HAVE RECEIVED A COPY OF THIS AGREEMENT: AND
3. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11.
9/14/98 (x)/s/G. B. Harrop
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Date Customer Signature
305-23856-18 (x)/s/Val B Harrop
- ------------------------ ------------------------
Account Number Customer Signature
<PAGE>
