-----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, B9gv3uPydz6LAZSSjhsVYcsWHT6857ZFYs+w9hmEypXzj3FlCnYIXFLvAEx7F6ck 6hOEe6qv39Pu3GUH/EIDYQ== 0000899140-97-000385.txt : 19970502 0000899140-97-000385.hdr.sgml : 19970502 ACCESSION NUMBER: 0000899140-97-000385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970501 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FINET HOLDINGS CORP CENTRAL INDEX KEY: 0000852450 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 943115180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40834 FILM NUMBER: 97593746 BUSINESS ADDRESS: STREET 1: 3021 CITRUS CIRCLE STREET 2: SUITE 150 CITY: WALNUT CREEK STATE: CA ZIP: 94598 BUSINESS PHONE: 4156584150 MAIL ADDRESS: STREET 1: 235 MONTGOMERY STREET 750 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAM & CLARISSA INC DATE OF NAME CHANGE: 19920525 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES CENTRAL INDEX KEY: 0000351262 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 --------------------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form..............14.90 --------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* FINET HOLDINGS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 317922201 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. Bruce G. Wilcox Cumberland Associates 1114 Avenue of the Americas New York, New York 10036 (212) 536-9700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1996 - -------------------------------------------------------------------------------- (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 . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(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). 2 SCHEDULE 13D - ---------------------------- CUSIP No. 317922201 - ---------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cumberland Associates - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------- ----------------------------------------------- 7 SOLE VOTING POWER 2,350,000 NUMBER OF SHARES BENEFICIALLY OWNED --------- ------------------------------------------------- 8 SHARED VOTING POWER BY EACH REPORTING 0 PERSON WITH --------- ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,350,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,350,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN, IA - ----------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 This Amendment No. 3, which is being filed on behalf of Cumberland Associates, a New York limited partnership, pursuant to Rule 13d-2 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), relates to the common stock, par value $.01 per share (the "Common Stock" or the "Shares"), of Finet Holdings Corporation (the "Company"), and amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission (the "Commission") on February 6, 1995, as amended and supplemented by Amendment No. 1, filed with the Commission on March 21, 1995, and as further amended and restated pursuant to Item 101(a)(2)(ii) of Regulation S-T by Amendment No 2, filed with the Commission on November 13, 1995. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended by inserting the following text after the last paragraph of such Item: On April 21, 1997, the Company issued directly to Cumberland Partners 1,850,000 shares of Common Stock (the "Issuance") pursuant to the terms of a letter agreement between the Company and Cumberland Associates dated March 5, 1997 (the "Letter Agreement"), a copy of which is attached hereto as Exhibit 10 and incorporated herein by reference, setting forth certain agreements between the parties with respect to a voluntary recapitalization of the Company (the "Recapitalization"). In consideration of the Issuance, Cumberland Associates agreed, in accordance with the terms of the Letter Agreement, to the cancellation of $800,000 in principal amount outstanding in favor of Cumberland Partners under the Convertible Debenture. As additional consideration for the cancellation of the Convertible Debenture, the Company agreed to issue to Cumberland Partners, in accordance with the terms of the Letter Agreement, warrants to acquire approximately 200,000 shares of Common Stock (the "Private Placement Warrants") upon successful completion of a contemplated private placement (the "Private Placement") of up to 4,000,000 shares of Common Stock to be completed by the Company on or before May 15, 1997, as part of the Recapitalization. Due to the contingent nature of this arrangement, and the fact that successful completion of the Private Placement is not within the control of Cumberland Associates or Cumberland Partners, the shares of Common Stock underlying the Private Placement Warrants are not currently included in the number of shares beneficially owned by Cumberland Associates. Cumberland 4 Associates intends to amend its Schedule 13D in the event that the Company issues Private Placement Warrants to Cumberland Partners to acquire a number of shares representing one (1) percent or more of the outstanding shares of Common Stock. Item 5. Interest in Securities of the Issuer Items 5(a), (b) and (c) are hereby amended and restated in their entirety as follows: (a) Cumberland Associates is the beneficial owner of 2,350,000 shares of Common Stock. Cumberland Associates owns indirectly (through Cumberland Partners) 2,350,000 shares of Common Stock, representing 9.5% of the 24,772,317 issued and outstanding shares of Common Stock. (b) Cumberland Associates has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 2,350,000 shares of Common Stock. (c) Prior to December 31, 1996, the Company effected a one-for-two reverse split (the "Reverse Split") of its outstanding shares of Common Stock, thereby reducing pro rata the number of shares of Common Stock beneficially owned by Cumberland Associates. After the Reverse Split, Cumberland Associates was the beneficial owner of 3,500,000 shares of Common Stock. On December 31, 1996, the Company and Cumberland Partners entered into a Redemption Agreement, a copy of which is attached hereto as Exhibit 11 and incorporated herein by reference, whereby the Company agreed to redeem (the "Redemption") 3,000,000 post-split shares of Common Stock held by Cumberland Partners for an aggregate purchase price of $180,000. On the same date, the Company delivered payment to Cumberland Partners in exchange for the release of the shares by Cumberland Partners to the Company. The aggregate consideration represents a purchase price by the Company of $.06 per share of Common Stock. After the Redemption, Cumberland Associates was the beneficial owner of 500,000 shares of Common Stock. On April 21, 1997, the Company issued directly to Cumberland Partners 1,850,000 shares of Common Stock pursuant to the terms of the Letter Agreement. In consideration of the Issuance, Cumberland Associates agreed, in accordance with the terms of the Letter Agreement, to the 5 cancellation of $800,000 in principal amount outstanding in favor of Cumberland Partners under the Convertible Debenture. The aggregate consideration represents a purchase price by Cumberland Partners of $.43 per share of Common Stock. After the Issuance, Cumberland Associates became the beneficial owner of 2,350,000 shares of Common Stock. Other than as set forth in this Item 5(c), Cumberland Associates has effected no transactions in the Common Stock during the last 60 days. Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended by inserting the following text after the last paragraph of such Item: Pursuant to the terms of the Letter Agreement described more fully in Item 3 above, the Company issued to Cumberland Partners 1,850,000 shares of Common Stock. Pursuant to the Redemption Agreement described more fully in Item 5 above, the Company redeemed from Cumberland Partners 3,000,000 shares of Common Stock. Item 7 Material to be Filed as Exhibits Exhibit 10. Letter Agreement, dated March 5, 1997, between Finet Holdings Corporation and Cumberland Associates. Exhibit 11. Redemption Agreement, dated as of December 31, 1996, by and between Finet Holdings Corporation and Cumberland Partners. 6 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 1, 1997 CUMBERLAND ASSOCIATES By: /s/ Bruce G. Wilcox Bruce G. Wilcox General Partner EX-99.1 2 LETTER AGREEMENT 1 EXHIBIT 10 FINET HOLDINGS CORPORATION 235 Montgomery Street, #750 San Francisco, CA 94104 415/658-4150 Fax: 415/658-4150 March 5, 1997 Via Fax 212 768-2572 Mr. Bruce Wilcox Cumberland Associates, 38th Floor 1114 Avenue of the Americas New York, NY 10036 Dear Bruce: In accordance with our agreement, the time has come to convert the Cumberland Partners $800,000 debenture to equity. This letter will confirm that, pursuant to our recent discussions regarding the accrued interest and penalty interest due, we have mutually agreed that the Company will issue 1,850,000 shares of its common stock as consideration for the conversion of the debenture and all accrued interest of Finet's common stock. I will direct our transfer agent to issue those shares in the name of Cumberland Partners. Once you have received the shares, you will release your security interest. Additionally, when Finet completes its current equity financings, in accordance with our agreement, the Company will issue to Cumberland warrants for the purchase of the Company's common stock in the amount of the greater of 200,000 or 25% of the number as are issued to Commonwealth Associates pursuant thereto, under identical terms. Please indicate below your concurrence with these actions: I assent to the conversion of Cumberland Partners $800,000 convertible debenture and accrued interest to Finet common stock under the terms stated above. /s/ Bruce G. Wilcox Date: 3/6/97 Bruce G. Wilcox Bruce, I want to take this opportunity to thank you for your substantial assistance and cooperation in helping Finet complete its voluntary recapitalization. Literally, we could not have done it without you. Sincerely, /s/ Jan Hoeffel Jan Hoeffel, President EX-99.2 3 REDEMPTION AGREEMENT 1 EXHIBIT 11 REDEMPTION AGREEMENT THIS REDEMPTION AGREEMENT entered into as of the 31st day of December 1996 by and between Finet Holdings Corporation, a Delaware corporation ("Finet") and Cumberland Partners, a New York partnership ("Cumberland") provides: RECITALS A. Cumberland held of record six million (6 million) shares of the Common Stock of Finet. Those shares have been subjected to a reverse split of one for two, thereby causing Cumberland to now hold of record three million (3 million) of said shares (the "Shares"). B. Finet is willing and able to redeem the Shares for a price of one hundred eighty thousand dollars ($180,000) to be paid on or before January 30, 1997, and Cumberland desires to have the Shares redeemed. C. The Purpose of this Agreement is to set forth the understanding of the parties relative to the matters outlined above. AGREEMENT For good and valuable consideration the parties hereto hereby agree as follows: 1. Recitals The above Recitals are incorporated herein by this reference. 2. Redemption Finet represents and warrants that, pursuant to the Delaware Corporation Laws, it is able to redeem the Shares and does hereby agree to pay, on or before January 30, 1997, the sum of $180,000 for the Shares. The sum shall be paid in United States dollars and shall be delivered by means satisfactory to Cumberland. 3. Title To The Shares - Delivery Cumberland represents and warrants that it has clear title to the Shares and that there are no liens or other encumbrances that would cloud said title and, further, that it will deliver the Shares, duly endorsed, at the time of the receipt of the payment of $180,000, clear and free of any liens or encumbrances. 4. Miscellaneous This Agreement will be binding on the successors of the parties, may not be assigned and may be signed by use of facsimile transmission. 2 IN WITNESS WHEREOF, the parties hereto have signed hereon as of the day and year first above written. Finet Holdings Corporation By /s/Jan Hoeffel Its President Cumberland Partners By /s/ Bruce G. Wilcox Its General Partner -----END PRIVACY-ENHANCED MESSAGE-----