As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333-___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
FIRSTPLUS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 75-2561085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 Viceroy, 8th Floor
Dallas, Texas 75235
(Address of principal executive offices) (Zip Code)
-----------------------
Amended and Restated FIRSTPLUS Financial Group, Inc.
1998 Long-Term Incentive Plan
Restricted Stock Grants to Jack Roubinek
Stock Option Agreement for Veretta Anderson
Stock Option Agreement for Rich Bailey
Stock Option Agreement for William P. Benac
Stock Option Agreement for Mark Blinn
Stock Option Agreement for Ron Conner
Stock Option Agreement for Charles Coons
Stock Option Agreement for Michael Dillman
Stock Option Agreement for William G. Eisenhauer
Stock Option Agreement for Kevin Gates
Stock Option Agreement for Linda L. Glidewell
Stock Option Agreement for John Griggs
Stock Option Agreement for Brent Hansen
Stock Option Agreement for John R. Hauge
Stock Option Agreement for William Homer
Stock Option Agreement for Stephen Ingram
Stock Option Agreement for Jeff Johnson
Stock Option Agreement for William G. Joiner
Stock Option Agreement for David Jones
Stock Option Agreement for Simone Lagomarsino
Stock Option Agreement for Scott Mackay
Stock Option Agreement for Valerie Martin
Stock Option Agreement for Robert Mirto
Stock Option Agreement for Richard W. Nelson
Stock Option Agreement for James M. O'Reilly
Stock Option Agreement for Kim Phillips
Stock Option Agreement for Terrie Reedy
Stock Option Agreement for Jeanne G. Selzer
Stock Option Agreement for Valerie R. Silvey
Stock Option Agreement for Craig L. Smith
Stock Option Agreement for Jon W. Stewart
Stock Option Agreement for Douglas P. Swindall
Stock Option Agreement for Lon Tibbatts
Stock Option Agreement for Kenneth P. Weatherwax
(Full title of the plans)
-----------------------
Ronald M Bendalin, Esq.
General Counsel
FIRSTPLUS Financial Group, Inc.
1600 Viceroy, 4th Floor
Dallas, Texas 75235
(Name and address of agent for service)
(214) 599-6400
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
-------------------------------
========================================================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate offering registration
registered registered (1) per share (2)(3) price (2)(3) fee (3)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par 2,710,500 Shares $53.06 $86,064,310 $25,389
value per share
========================================================================================================================
<FN>
(1) The securities to be registered include an aggregate of 2,710,500
shares reserved for issuance, including (i) 2,000,000 shares reserved
for issuance under the Amended and Restated FIRSTPLUS Financial Group,
Inc. 1998 Long-Term Incentive Plan (the "Plan"), (ii) 40,000 shares
that have been issued or are reserved for issuance pursuant to
restricted stock grants to Jack Roubinek (the "Restricted Stock") and
(ii) 670,500 shares reserved for issuance under the individual stock
option agreements listed above (collectively, the "Option Agreements").
(2) Estimated solely for purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) solely for the purposes of
computing the registration fee. Accordingly, the price per share of
common stock offered hereunder and aggregate offering price pursuant to
the Plan and the Option Agreements are based upon (i) 2,000,000 shares
of Common Stock reserved for issuance under the Plan, but not subject
to outstanding stock options issued under any plan or option agreement,
and 40,000 shares of the Restricted Stock that have been either issued
or reserved for issuance, at a price of $29.66, which is the average of
the highest and lowest price per share of Common Stock on the New York
Stock Exchange, Inc. on August 17, 1998, and (ii) the following shares
of Common Stock reserved for issuance under the Option Agreements at
the following exercise prices:
Number of Shares Subject to Exercise Price
Outstanding Employee Share Options Per Share ($)
---------------------------------- --------------
1,000 53.06
75,000 48.31
20,000 48.00
2,000 46.44
5,000 45.56
3,000 45.00
100,000 44.50
6,000 43.19
25,000 42.50
3,000 42.13
1,000 41.88
14,000 41.44
2,000 41.13
27,500 39.88
4,000 39.00
4,500 38.75
12,500 36.75
2,000 36.31
2,000 36.25
1,000 36.00
280,000 33.50
80,000 32.88
</FN>
PART I
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
- --------
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
Included in Part I of this Registration Statement on Form S-8 is a reoffer
prospectus concerning reoffers and resales of certain of the shares of Common
Stock registered hereby, which is filed in reliance on General Instruction C to
Form S-8.
2
16,000 SHARES
FIRSTPLUS FINANCIAL GROUP, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 16,000 shares (the "Shares")
of Common Stock, par value $0.01 per share (the "Common Stock"), of FIRSTPLUS
Financial Group, Inc. (the "Company"), which may be offered from time to time by
the Selling Shareholder. See "Selling Shareholder." The Company will receive no
part of the proceeds from such sales. See "Plan of Distribution." All expenses
(other than commissions and discounts of underwriters, dealers or agents)
incurred in connection with this offering are estimated to be approximately
$2,500. All of such expenses will be paid by the Company.
The Company has been advised by the Selling Shareholder that he may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) on the New York Stock Exchange, Inc. (the "NYSE") at prices prevailing at
the time of such sales or at prices reasonably related thereto, (ii) otherwise
than on the NYSE at market prices prevailing at the time of the sale or at
negotiated prices or (iii) by a combination of the foregoing methods of sale.
The Selling Shareholder and any broker, dealer or other agent executing sell
orders on behalf of the Selling Shareholder may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Act"), in
which event commissions received by any such broker, dealer or agent may be
deemed to be underwriting commissions under the Act.
The Common Stock of the Company is traded on the NYSE under the symbol
"FP." On August 17, the last reported closing price of the Common Stock on the
NYSE was $30.00 per share.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is August 21, 1998.
1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports, proxy statements, and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Regional Office, 7 World Trade
Center, Thirteenth Floor, New York, NY 10048; and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Reports, proxy information statements and other
information regarding registrants that file electronically with the Commission
can be obtained at the following Web site maintained by the Commission:
http://www.sec.gov.
The Company's Common Stock is traded on the NYSE under the symbol "FP."
Reports and other information concerning the Company can be obtained by
contacting the New York Stock Exchange, Inc., at the following address: 20 Broad
Street, New York, NY 10005, telephone number (212) 656-3000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997.
(2) The Company's Quarterly Report on Form 10-QT/A filed with the
Commission for the transition period ended December 31, 1997.
(3) The Company's Quarterly Reports on Form 10-Q filed with the
Commission for the quarters ended March 31, 1998 and June 30, 1998.
(4) The Company's Current Reports on Form 8-K and Form 8-K/A filed with
the Commission on May 29, 1998, May 5, 1998, March 12, 1998, February 5, 1998,
December 23, 1997, December 22, 1997 and December 19, 1996.
(5) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A, dated January 5, 1998, filed with the
Commission, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Any statement contained in a document incorporated by reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained hereby or in any other subsequently filed
document or in an accompanying prospectus supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of all documents incorporated herein by reference, other than exhibits. All
requests for copies of such documents should be directed to: Ronald M Bendalin,
FIRSTPLUS Financial Group, Inc., 1600 Viceroy, 4th Floor Dallas, Texas 75235,
telephone number (214) 599-6400.
2
THE COMPANY
FIRSTPLUS Financial Group, Inc. is a specialized consumer finance
company that originates, purchases, services and sells consumer finance
receivables. The Company's primary loan product is a line of debt consolidation
or home improvement loans secured by second liens on residential real property,
with loan-to-value ratios typically exceeding 100% ("High LTV Loans"). The
Company also originates, purchases and sells a variety of other loans, including
non-conforming home equity loans ("Home Equity Loans"), conforming first lien
loans and personal consumer loans. The Company sells substantially all of its
High LTV Loans through its securitization program and retains rights to service
these loans.
The Company relies principally on the creditworthiness of the borrower
for repayment of High LTV Loans. The Company's borrowers typically have limited
access to consumer financing for a variety of reasons, primarily insufficient
home equity values. The Company uses its own credit evaluation criteria to
classify its applicants as "A+" through "D." The Company currently makes loans
only to borrowers it classifies as "C+" or better. The Company's credit
evaluation criteria include, as a significant component, a credit evaluation
scoring methodology developed by Fair, Isaac and Company, a consulting firm
specializing in creating default-predictive models through scoring mechanisms
("FICO").
The Company's principal origination channel is its network of regional
independent correspondent lenders ("Correspondents"). Correspondents are
typically commercial banks, thrifts or finance companies that do not have the
infrastructure to hold and service portfolios of High LTV Loans. The Company's
Correspondents originate loans ("Correspondent Loans") using the Company's
underwriting criteria and sell these loans to the Company.
The Company continues to expand its origination channels through the
use of telemarketing, direct mail, national advertising and a nationwide retail
branch operation to originate loans directly to qualified borrowers ("Direct to
Consumer Loans"). The Company is pursuing this strategy to continue to increase
its Direct to Consumer Loan originations because the Company believes that this
origination channel should prove to be more profitable and allow the Company to
have better control over the quality of the Company's production. To achieve
this goal, the Company is building national recognition of the FIRSTPLUS brand
name through increased national advertising, the use of celebrity spokespersons,
such as Dan Marino, a professional football player with the Miami Dolphins, and
the sponsorship of other sports-related entities, such as the FIRSTPLUS NASCAR
Racing Team. The Company employs innovative direct mail marketing techniques and
currently mails approximately 500,000 pieces of mail per day. The Company
processes Direct to Consumer originations through its telemarketing centers,
retail branches and centralized processing centers.
The Company sells substantially all of the High LTV Loans it originates
and purchases through its securitization program and generally retains rights to
service such loans. The Company earns servicing fees on a monthly basis
primarily at a rate of 0.75% of the unpaid balance for loans it services.
The Company is a Nevada corporation that was formed in October 1994.
The Company's principal offices are located at 1600 Viceroy, Dallas, Texas
75235, and its telephone number is (214) 599-6400.
3
SELLING SHAREHOLDER
This Prospectus covers resales of shares of restricted Common Stock
that have been granted to Jack Roubinek (the "Selling Shareholder") and
currently are vested. The following table sets forth, as of August 15, 1998,
certain information regarding the beneficial ownership of the Common Stock of
the Company as held by Jack Roubinek:
Common Stock Beneficially Shares of Common Stock
Owned Common Stock Beneficially Owned
Name Prior to Offering (1) Offered After Offering (4)
---- --------------------- ------- ------------------
Number (2) Percent (3) Number (2) Percent (3)
------ ----------- ------ -----------
Jack Roubinek 60,333 * 16,000 44,333 *
Division President - Wholesale
Lending since 4/97; Senior Vice
President - Title I Direct
Lending 1/95 - 4/97
- ------------------
<FN>
* Less than 1%
(1) The person named in the table has sole voting and investment power with
respect to all shares of Common Stock beneficially owned, subject to
community property laws, if applicable.
(2) Includes options that are currently exercisable, or become exercisable
within 60 days, to purchase 43,333 shares.
(3) As of July 31, 1998, there were 37,884,831 shares of Common Stock
issued and outstanding.
(4) Assumes that all of the shares of Common Stock offered hereby are
actually sold.
</FN>
4
PLAN OF DISTRIBUTION
This Prospectus covers the sale by the Selling Shareholder of the
Shares. The Shares were acquired by the Selling Shareholder pursuant to
restricted stock grants. See "Selling Shareholder." The Company has been advised
by the Selling Shareholder that he may sell all or a portion of the Shares
offered by this Prospectus from time to time (i) on the NYSE at prices
prevailing at the time of such sales or at prices reasonably related thereto,
(ii) otherwise than on the NYSE at market prices prevailing at the time of the
sale or at negotiated prices, or (iii) by a combination of the foregoing methods
of sale. The Selling Shareholder and any broker, dealer or other agent executing
sell orders on behalf of the Selling Shareholder may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), in which event commissions received by any such broker, dealer or agent
may be deemed to be underwriting commissions under the Act. Such commissions
received by a broker, dealer or agent may be in excess of customary
compensation.
The Company will pay all of the costs, expenses and fees incident to
the offering and sale of the Shares to the public, other than commissions and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Jenkens & Gilchrist, a Professional Corporation, 1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.
EXPERTS
The consolidated financial statements of FIRSTPLUS Financial Group, Inc.
appearing in FIRSTPLUS Financial Group's Annual Report (Form 10-K) for the year
ended September 30, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
by reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement on Form S-8 under the Act with
respect to the Shares offered hereby. This Prospectus does not contain all the
information included in such Registration Statement, certain portions of which
are omitted as permitted by the rules and regulations of the Commission. The
Registration Statement, including the exhibits and schedules filed herewith, may
be inspected at the principal offices of the Commission in Washington, D.C.,
without charge, and copies of the material contained herein may be obtained from
the Commission upon payment of the applicable copying charges. For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.
5
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given or
made, such information must not be relied upon as having been authorized by the
Company or the Selling Shareholder. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to purchase, any securities other than
the Shares offered hereby, or in any state or jurisdiction in which such offer
or solicitation would be unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that the information herein is correct as of any time subsequent to the date
hereof.
------------------------------------------
TABLE OF CONTENTS
------------------------------------------
Page
----
Available Information.........................................................2
Incorporation of Certain Documents by
Reference..................................................................2
The Company...................................................................3
Selling Shareholder...........................................................4
Plan of Distribution..........................................................5
Legal Matters.................................................................5
Experts.......................................................................5
Additional Information........................................................5
------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
16,000 Shares
FIRSTPLUS FINANCIAL GROUP, INC.
COMMON STOCK
------------------------------------------
PROSPECTUS
------------------------------------------
August 21, 1998
- --------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997.
(2) The Company's Quarterly Report on Form 10-QT/A filed with the
Commission for the transition period ended December 31, 1997.
(3) The Company's Quarterly Reports on Form 10-Q filed with the
Commission for the quarters ended March 31, 1998 and June 30, 1998.
(4) The Company's Current Reports on Form 8-K and Form 8-K/A filed with
the Commission on May 29, 1998, May 5, 1998, March 12, 1998, February 5, 1998,
December 23, 1997, December 22, 1997 and December 19, 1996.
(5) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A, dated January 5, 1998, filed with the
Commission, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
(a) The Articles of Incorporation of the Registrant, together with its
bylaws, provide that the Registrant shall indemnify officers and directors, and
may indemnify its other employees and agents, to the fullest extent permitted by
law. The laws of the State of Nevada permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, fines, settlements and reasonable expenses under certain
circumstances.
(b) The Registrant has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors and officers to the
fullest extent permitted by the laws of the State of Nevada. Under the
Registrant's Articles of Incorporation, and as permitted by the laws of the
State of Nevada, a director or officer is not liable to the Registrant or its
stockholders for damages for breach of fiduciary duty. Such limitation of
liability does not affect liability for (i) acts or omissions that involve
intentional misconduct, fraud or a knowing violation of the law, or (ii) the
payment of any unlawful distribution.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
4.1* Amended and Restated Articles of Incorporation of the
Company (Exhibit 3.1)
4.2* Amended and Restated Bylaws of the Company (Exhibit 3.2)
4.3* Specimen certificate for common stock of the Company
(Exhibit 4)
4.4** Stock Option Agreement for Rich Bailey
4.5** Stock Option Agreement for William P. Benac
4.6 Stock Option Agreement for William G. Joiner
4.7 Terms of Restricted Stock Grants to Jack Roubinek
4.8 Amended and Restated FIRSTPLUS Financial Group, Inc.
1998 Long Term Incentive Plan
5.1 Opinion of Jenkens & Gilchrist, a Professional
Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional
Corporation (included in their opinion filed as Exhibit
5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page of this
registration statement)
- ----------------
* Filed as the exhibit shown in parenthesis contained in the Company's
Registration Statement on Form S-1 (No. 33-96688) effective February 1,
1996, incorporated herein by reference.
** Substantially identical stock option agreements have been omitted pursuant
to Instruction 2 to Item 601 of Regulation S-K (see attached schedule).
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, Texas, on August 21, 1998:
FIRSTPLUS FINANCIAL GROUP, INC.
By: /s/ Daniel T. Phillips
-------------------------
Daniel T. Phillips
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Daniel T. Phillips, Eric C. Green
and Ronald M Bendalin, and each of them, each with full power to act without the
other, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates included:
Signature Capacity Date
- --------- -------- ----
/s/ Daniel T. Phillips Chairman of the Board August 21, 1998
- --------------------------- and Chief Executive Officer
Daniel T. Phillips (Principal Executive Officer)
/s/ Eric C. Green President and Director August 21, 1998
- ---------------------------
Eric C. Green
/s/ William Benac Chief Financial Officer August 21, 1998
- --------------------------- (Principal Financial and
William Benac Accounting Officer)
/s/ John Fitzgerald Director August 21, 1998
- ---------------------------
John Fitzgerald
/s/ Dan Jessee Director August 21, 1998
- ---------------------------
Dan Jessee
/s/ Paul Nussbaum Director August 21, 1998
- ---------------------------
Paul Nussbaum
/s/Paul Seegers Director August 21, 1998
- ---------------------------
Paul Seegers
/s/ Sheldon I. Stein Director August 21, 1998
- ---------------------------
Sheldon I. Stein
/s/ J. Danforth Quayle Director August 21, 1998
- ---------------------------
J. Danforth Quayle
/s/ James R. Adams Director August 21, 1998
- ---------------------------
James R. Adams
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
4.1* Amended and Restated Articles of Incorporation of the
Company (Exhibit 3.1)
4.2* Amended and Restated Bylaws of the Company (Exhibit
3.2)
4.3* Specimen certificate for common stock of the Company
(Exhibit 4)
4.4** Stock Option Agreement for Rich Bailey
4.5** Stock Option Agreement for William P. Benac
4.6 Stock Option Agreement for William G. Joiner
4.7 Terms of Restricted Stock Grants to Jack Roubinek
4.8 Amended and Restated FIRSTPLUS Financial Group, Inc.
1998 Long Term Incentive Plan
5.1 Opinion of Jenkens & Gilchrist, a Professional
Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional
Corporation (included in their opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (see signature page of this
registration statement)
- ----------------
* Filed as the exhibit shown in parenthesis contained in the Company's
Registration Statement on Form S-1 (No. 33-96688) effective February 1,
1996, incorporated herein by reference.
** Substantially identical stock option agreements have been omitted pursuant
to Instruction 2 to Item 601 of Regulation S-K (see attached schedule).