-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WPEbKJ5VA5ExHVoSPQwspsztQtt1TL9PPaaubndPRD0eY4VvXxv9agoAtFrEa1wF vwEtsJ1inuNKLEPVV1iEvQ== 0000944209-97-001617.txt : 19971120 0000944209-97-001617.hdr.sgml : 19971120 ACCESSION NUMBER: 0000944209-97-001617 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-34481 FILED AS OF DATE: 19971119 EFFECTIVENESS DATE: 19971119 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANCHISE MORTGAGE ACCEPTANCE CO CENTRAL INDEX KEY: 0001045007 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-40553 FILM NUMBER: 97724453 BUSINESS ADDRESS: STREET 1: 2049 CENTURY PARK EAST STREET 2: STE 350 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 8006613622 MAIL ADDRESS: STREET 1: 2029 CENTURY PARK EAST STREET 2: STE 1190 CITY: LOS ANGELES STATE: CA ZIP: 90067 S-1MEF 1 REGISTRATION PURSUANT TO RULE 462(B) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FRANCHISE MORTGAGE ACCEPTANCE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- DELAWARE 6162 95-4649104 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
2049 CENTURY PARK EAST, SUITE 350 LOS ANGELES, CALIFORNIA 90067 (310) 229-2600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- WAYNE L. KNYAL PRESIDENT AND CHIEF EXECUTIVE OFFICER FRANCHISE MORTGAGE ACCEPTANCE COMPANY 2049 CENTURY PARK EAST, SUITE 350 LOS ANGELES, CALIFORNIA 90067 (310) 229-2600 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES TO: THOMAS J. POLETTI, ESQ. TODD H. BAKER, ESQ. SUSAN B. KALMAN, ESQ. GIBSON, DUNN & CRUTCHER LLP DARREN O. BIGBY, ESQ. ONE MONTGOMERY STREET, SUITE 3100 FRESHMAN, MARANTZ, ORLANSKI, COOPER SAN FRANCISCO, CALIFORNIA 94104-4505 & KLEIN TELEPHONE (415) 393-8200 9100 WILSHIRE BOULEVARD, 8TH FLOOR FACSIMILE (415) 986-5309 EAST BEVERLY HILLS, CALIFORNIA 90212 TELEPHONE (310) 273-1870 FACSIMILE (310) 274-8357 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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: [_] 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 number of the earlier effective registration statement for the same offering. [X] 333-34481 If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE - --------------------------------------------------------------------------------- Common Stock, $.001 par value................ 1,437,500 shares $18.00 $25,875,000 $7,841 - --------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------
(1) Includes 187,500 shares which the Underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Reg. No. 333-34481) filed by Franchise Mortgage Acceptance Company (the "Company") with the Securities and Exchange Commission on August 27, 1997, as amended, including the exhibits thereto, and declared effective by the Commission on November 12, 1997 are incorporated herein by reference. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 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 18th day of November, 1997. FRANCHISE MORTGAGE ACCEPTANCE COMPANY By /s/ Wayne L. Knyal _____________________________________ Wayne L. Knyal, President, Chief Executive Officer (Principal Executive Officer) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITY INDICATED ON NOVEMBER 18, 1997.
SIGNATURE TITLE --------- ----- /s/ Wayne L. Knyal President, Chief Executive ___________________________________________ Officer and Director Wayne L. Knyal (Principal Executive Officer) * Chief Financial Officer ___________________________________________ Executive Vice President Raedelle Walker (Principal Accounting Officer) * Director ___________________________________________ H. Wayne Snavely * Director ___________________________________________ G. Louis Graziadio, III * Director ___________________________________________ Perry A. Lerner * Director ___________________________________________ Michael L. Matkins * Director ___________________________________________ Ronald V. Davis * Director ___________________________________________ John E. Martin * Director ___________________________________________ Richard J. Loughlin
*By /s/ Wayne L. Knyal _____________________________________ Wayne L. Knyal, Attorney-in-fact 2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 5.1 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein 23.1 Consent of KPMG Peat Marwick LLP regarding Registrant Consent of Freshman, Marantz, Orlanski, Cooper & Klein (contained in 23.2 Exhibit 5.1) 24.1 Power of Attorney (incorporated by reference to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-34481))
3 EX-5.1 2 OPINION OF FRESHMAN MARANTZ ORLANSKI COOPER & KLEIN [LETTERHEAD OF FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN] November 19, 1997 EXHIBIT 5.1 Franchise Mortgage Acceptance Company 2049 Century Park East, Suite 350 Los Angeles, CA 90067 Re: REGISTRATION STATEMENT ON FORM S-1 1,437,500 ADDITIONAL SHARES OF COMMON STOCK Ladies and Gentlemen: We are counsel to Franchise Mortgage Acceptance Company (the "Company") in connection with registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-1 (the "462(b) Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under the Securities Act and relating to the registration under the Securities Act of an additional 1,437,500 shares of the Company's common stock, $.001 par value (the "Additional Shares"). The 462(b) Registration Statement to be used for the offer and sale of the Additional Shares is filed with the Commission in connection with the proposed public offering described in the Registration Statement on Form S-1 (Registration No. 333-34481) filed with the Commission on August 27, 1997, as amended, which was declared effective by the Commission on November 12, 1997. We are familiar with the proceedings taken by the Company in connection with the authorization of the Additional Shares. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. Based upon the foregoing, we are of the opinion that the Additional Shares will be, when the 462(b) Registration Statement becomes effective and the Additional Shares are sold, issued and delivered as described in the 462(b) Registration Statement, legally issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the reference to us under the caption "LEGAL MATTERS" in the prospectus comprising a part of the 462(b) Registration Statement. November 19, 1997 Page 2 This opinion is rendered for the purposes of Item 16 of Form S-1 and Item 601 of Regulation S-K, and may be relied upon only by you and the Commission and may not be used, quoted or referred to and/or filed for any other purpose without our prior written permission. Very truly yours, /s/ FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Managers Franchise Mortgage Acceptance Company LLC: We consent to the use of our report included herein and to the reference to our Firm under the heading "Selected Financial Data" and "Experts" in the Prospectus. KPMG PEAT MARWICK LLP Los Angeles, California November 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----