UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NO.: 0-22910
TFC ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1306895
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5425 Robin Hood Road
Suite 101B
Norfolk, Virginia 23513
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: - (757) 858-4054
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $ .01 par value per share
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 20, 1998: Common Stock - $13,665,577.
The number of shares outstanding of the registrant's common stock as of
March 20, 1998: 11,290,308.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TFC ENTERPRISES, INC.
By: /s/ Robert S. Raley, Jr.
---------------------------------------
Robert S. Raley, Jr.
Chairman of the Board, President and
Chief Executive Officer
Dated June 18, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date:
/s/Robert S. Raley, Jr. Chairman of the Board June 18, 1998
- ------------------------------------ and Director, President
and Chief Executive Officer
/s/Walter S. Boone, Jr. Director June 18, 1998
- ------------------------------------
Walter S. Boone, Jr.
/s/Douglas B. Bywater Director June 18, 1998
- ------------------------------------
Douglas B. Bywater
/s/Andrew M. Ockershausen Director June 18 , 1998
- ------------------------------------
Andrew M. Ockershausen
/s/Phillip R. Smiley Director June 18, 1998
- ------------------------------------
Phillip R. Smiley
/s/Linwood R. Watson Director June 18,1998
- ------------------------------------
Linwood R. Watson
/s/Craig D. Poppen Chief Financial Officer June 18, 1998
- ------------------------------------ (Principal Accounting and Financial
Craig D. Poppen Officer)
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
3.1 Amended and Restated Certificate of Incorporation of TFC *
Enterprises, Inc. (Incorporated by reference to the
Registrant's Registration Statement on Form S-1, Commission
File No. 33-70638, previously filed with the Commission on
October 21, 1993.)
3.2 Amended and Restated Bylaws of TFC Enterprises, Inc. *
(Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Commission File No. 33-70638, previously
filed with the Commission on October 21, 1993.)
3.3 Second Amendment to Amended and Restated Bylaws of TFC *
Enterprises, Inc. regarding the number of directors comprising
the Board of TFC Enterprises, Inc. (Incorporated by reference to
the Registrant's Form 10-K for the fiscal year ended December
31, 1995, Commission File No. 0-22910, previously filed with the
Commission.)
4 Form of Common Stock Certificate of the TFC Enterprises, Inc. *
(Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Commission File No. 33-70638, previously
filed with the Commission on October 21, 1993.)
10.1 Form of Master Dealer Agreement. (Incorporated by reference to *
the Registrant's 10-K for the fiscal year ended December 31,
1997, Commission File No. 0-22910 previously filed with the
Commission.)
10.2 Form of Asset Purchase Agreement. (Incorporated by reference to *
the Registrant's 10-K for the fiscal year ended December 31,
1997, Commission File No. 0-22910 previously filed with the
Commission.)
10.3 Form of Motor Vehicle Installment Sale Contract, *
Truth-in-Lending Disclosure, Promissory Note and Security
Agreement. (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, Commission File No.
33-70638, previously filed with the Commission on October 21,
1993.)
10.4 Note Purchase Agreement among TFCEI Acquisition Corp. and *
Connecticut General Life Insurance Company (("CIGNA") and
certain affiliates of CIGNA dated October 24, 1988, relating to
$6,500,000 in original principal amount of 14% Senior Notes due
October 15, 1988, and Amendment Nos. 1 and 2. (Incorporated by
reference to the Registrant's Registration Statement on Form
S-1, Commission File No. 33-70638, previously filed with the
Commission on October 21, 1993.)
10.5 Note Purchase Agreement among The Finance Company and CIGNA *
and certain affiliates of CIGNA dated October 25,
1988, relating to $6,435,000 in original principal amount of
13.5% Subordinated Non-Convertible Notes due October 15,
1998, and $65,000 in original principal amount of 13.5%
Subordinated Convertible Notes due October 15, 1998, and
Amendment Nos. 1, 2, 3 and 4. (Incorporated by reference
to the Registrant's Registration Statement on Form S-1,
Commission File No. 33-70638, previously filed with the
Commission on October 21, 1993.)
10.6 Amendment No. 5 to Note Purchase Agreement among The Finance *
Company and CIGNA and certain affiliates of CIGNA
dated October 25, 1988, relating to $6,435,000 in original
principal amount of 13.5% Subordinated Non-Convertible Notes
due October 15, 1998, and $65,000 in original principal amount
of 13.5% Subordinated Convertible Notes due October 14, 1998.
(Incorporated by reference to the Registrant's 10-K for the
fiscal year ended December 31, 1997, Commission File No.
0-22910 previously filed with the Commission.)
10.7 Employment Agreement between The Finance Company and Robert *
S. Raley, Jr. dated October 22, 1992. (Incorporated
by reference to the Registrant's Registration Statement on
Form S-1, Commission File No. 33-70638, previously filed
with the Commission on October 21, 1993.)
10.8 The Finance Company 401(k) Savings Plan dated May 1, 1991, and *
Amendment No. 1 dated August 1, 1993. (Incorporated by
reference to the Registrant's Registration Statement on Form
S-1, Commission File No. 33-70638, previously filed with the
Commission on October 21, 1993.)
10.9 TFCEI Employee Stock Purchase Plan dated December 20, 1993. *
(Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Commission File No. 33-70638, previously
filed with the Commission on October 21, 1993.)
10.10 Forms of Junior Subordinated Promissory Notes. (Incorporated *
by reference to the Registrant's Registration
Statement on Form S-1, Commission File No. 33-70638,
previously filed with the Commission on October 21, 1993.)
10.11 Employment Agreement between Ronald G. Tray and The Finance *
Company dated January 1, 1995. (Incorporated by reference to
the Registrant's Form 10-K for the fiscal year ended December
31, 1994, Commission File No. 0-22910, previously filed with the
Commission.)
10.12 TFC Enterprises, Inc. 1995 Long-Term Incentive Plan.. *
(Incorporated by reference to the Registrant's Form
10-K for the fiscal year ended December 31, 1994, Commission
File No. 0-22910, previously filed with the Commission.)`
10.13 Stock Option Award Agreement between George R. Kouri and TFC *
Enterprises, Inc. dated October 27, 1994.
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1994, Commission File No.
0-22910, previously filed with the Commission.)
10.14 Stock Option Award Agreement between Joseph R. Becka and TFC *
Enterprises, Inc. dated October 27, 1994.
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1994, Commission File No.
0-22910, previously filed with the Commission.)
10.15 Stock Option Award Agreement between Preston K. Gnagey and *
TFC Enterprises, Inc. dated October 27, 1994.
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1994, Commission File No.
0-22910, previously filed with the Commission.)
10.16 Stock Option Award Agreement between Ronald G. Tray and TFC *
Enterprises, Inc. dated October 27, 1994.
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1994, Commission File No.
0-22910, previously filed with the Commission.)
10.17 Stock Option Award Agreement between Charles M. Johnston and *
TFC Enterprises, Inc. dated October 27, 1994.
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1994, Commission File No.
0-22910, previously filed with the Commission.)
10.18 Office Lease, dated June 1, 1995, by and between AFW No. 39 *
Corporation and The Finance Company. (Incorporated by
reference to the Registrant's Form 10-K for the fiscal year
ended December 31, 1994, Commission File No. 0-22910, previously
filed with the Commission.)
10.19 Lease Agreement, dated April 28, 1995, between Three Oaks *
Plaza, Ltd. and The Finance Company, Inc.
(Incorporated by reference to the Registrant's Form 10-Q for
the quarter ended March 31, 1995, Commission File No. 0-22910,
previously filed with the Commission.)
10.20 Note purchase agreement among The Finance Company and *
Connecticut General Life Insurance Company ("CIGNA") and
certain affiliates of CIGNA dated June 30, 1995, relating to
$10,000,000 in original principal amount of 9.38% Senior
Subordinated Notes due June 30, 2003. (Incorporated by reference
to the Registrant's Form 10-Q for the quarter ended June 30,
1995, Commission File No. 0-22910, previously filed with the
Commission.)
10.21 Lease Agreement as of June 6, 1995, between Professors' Fund III *
Limited Partnership and The Finance Company regarding the
premises located at 6180 Cornerstone Court East, San Diego,
California. (Incorporated by reference to the Registrant's Form
10-Q for the quarter ended June 30, 1995, Commission File No.
0-22910, previously filed with the Commission.)
10.22 Amendment to Employment Agreement between The Finance Company *
and Ronald G. Tray dated July 27, 1995 (effective as of
January 1, 1995). (Incorporated by reference to the Registrant's
Form 10-Q for the quarter ended June 30, 1995, Commission File
No. 0-22910, previously filed with the Commission.)
10.23 Amendment No. 1 to note purchase agreement, dated as of June 30, *
1995, by and between The Finance Company and Connecticut
General Life Insurance Company ("CIGNA") regarding CIGNA's
consent to the Company's $25 million credit facility with
NationsBank. (Incorporated by reference to the Registrant's Form
10-Q for the quarter ended September 30, 1995, Commission File
No. 0-22910, previously filed with the Commission.)
10.24 Amendment No. 8 to Note Purchase Agreement, dated as of October *
25, 1988, by and between The Finance Company and CIGNA
regarding CIGNA's consent to the Company's $25 million credit
facility with NationsBank. (Incorporated by reference to the
Registrant's Form 10-Q for the quarter ended September 30, 1995,
Commission File No. 0-22910, previously filed with the
Commission.)
10.25 Second Amendment to Employment Agreement between Ronald G. Tray *
and The Finance Company dated January 1, 1996. (Incorporated
by reference to the Registrant's Form 10-K for the fiscal year
ended December 31, 1995, Commission File No. 0-22910, previously
filed with the Commission.)
10.26 Amendment No. 9 and Waiver and Forbearance Agreement by and *
among The Finance Company, CIGNA, and certain affiliates of
CIGNA, dated as of January 31, 1996, relating to 13.5% Senior
Subordinated Notes. (Incorporated by reference to the
Registrant's Form 10-K for the fiscal year ended December 31,
1995, Commission File No. 0-22910, previously filed with the
Commission.)
10.27 Amendment No. 2 and Waiver and Forbearance Agreement by and *
among The Finance Company, CIGNA, and certain affiliates of
CIGNA, dated as of January 31, 1996, relating to 9.38% Senior
Subordinated Notes, dated as of January 31, 1996. (Incorporated
by reference to the Registrant's Form 10-K for the fiscal year
ended December 31, 1995, Commission File No. 0-22910, previously
filed with the Commission.)
10.28 Amended and Restated Motor Vehicle Installment Contract Loan and *
Security Agreement dated December 20, 1996 between The Finance
Company and General Electric Capital Corporation. (Incorporated
by reference to the Registrant's Form 10-K for the fiscal year
ended December 31, 1996, Commission File No. 0-22910, previously
filed with the Commission.)
10.29 Amendment No. 1 to Amended and Restated Motor Vehicle *
Installment Contract Loan and Security Agreement dated April
4, 1997 by and between The Finance Company and General Electric
Capital Corporation. (Incorporated by reference to the
Registrant's Form 10-K for the fiscal year ended December 31,
1996, Commission File No. 0-22910, previously filed with the
Commission.)
10.30 TFC Enterprises, Inc. Warrant to Purchase Common Stock dated *
December 20, 1996. (Incorporated by reference to the
Registrant's Form 10-K for the fiscal year ended December 31,
1996, Commission File No. 0-22910, previously filed with the
Commission.)
10.31 Allonge to Warrant to Purchase Common Stock dated April 4, 1997. *
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1996, Commission File No.
0-22910, previously filed with the Commission.)
10.32 TFC Enterprises, Inc. Warrant to Purchase Common Stock dated *
April 4, 1997. (Incorporated by reference to the Registrant's
Form 10-K for the fiscal year ended December 31, 1996,
Commission File No. 0-22910, previously filed with the
Commission.)
10.33 Amended and Restated Registration Rights dated April 4, 1997 *
between TFC Enterprises, Inc. and General Electric Capital
Corporation. (Incorporated by reference to the Registrant's Form
10-K for the fiscal year ended December 31, 1996, Commission
File No. 0-22910, previously filed with the Commission.)
10.34 TFC Enterprises, Inc. Guaranty dated April 4, 1997. *
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1996, Commission File No.
0-22910, previously filed with the Commission.)
10.35 First Community Finance, Inc. Guaranty dated April 4, 1997. *
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1996, Commission File No.
0-22910, previously filed with the Commission.)
10.36 The Insurance Agency, Inc. Guaranty dated April 4, 1997. *
(Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1996, Commission File No.
0-22910, previously filed with the Commission.)
10.37 Securities Pledge Agreement dated April 4, 1997 by TFC *
Enterprises, Inc. and General Electric Capital Corporation.
(Incorporated by reference to the Registrant's Form 10-K for the
fiscal year ended December 31, 1996, Commission File No.
0-22910, previously filed with the Commission.)
10.38 Security Agreement dated April 4, 1997 between TFC Enterprises, *
Inc., The Finance Company, First Community Finance, Inc., The
Insurance Agency, Inc., and its subsidiaries and General
Electric Capital Corporation (Incorporated by reference to the
Registrant's Form 10-K for the fiscal year ended December 31,
1996, Commission File No. 0-22910, previously filed with the
Commission.)
10.39 Amendment No. 3 and Waiver of Note Agreement by and among The *
Finance Company, CIGNA, and certain affiliates of CIGNA, dated
as of April 4, 1997, relating to 13.5% Senior Subordinated
Notes. (Incorporated by reference to the Registrant's Form 10-K
for the fiscal year ended December 31, 1996, Commission File No.
0-22910, previously filed with the Commission.)
10.40 Amendment No. 10 and Waiver of Note Agreement by and among The *
Finance Company, CIGNA, and certain affiliates of CIGNA, dated
as of April 4, 1997, relating to 9.375% Senior Subordinated
Notes. (Incorporated by reference to the Registrant's Form 10-K
for the fiscal year ended December 31, 1996, Commission File No.
0-22910, previously filed with the Commission.)
11 Statement re: computation of per share earnings. (Incorporated *
by reference to the Registrant's 10-K for the fiscal year
ended December 31, 1997, Commission File No. 0-22910.)
13 Annual report to security holders. **
21 List of subsidiaries of TFC Enterprises, Inc.(Incorporated **
by reference to the Registrant's 10-K for the fiscal
year ended December 31, 1997, Commission File No. 0-22910.)
23 Consent of Ernst & Young LLP. **
99.1 The Financial Statements and notes thereto which appear on **
pages 20 through 38 of TFC Enterprises, Inc. 1997
Annual Report to Shareholders (filed as Exhibit 13 to this
Form 10-K) are incorporated herein by reference.
99.2 Financial Statement Schedule I. **
* (Not filed herewith. In accordance with Rule 12b-32 of the General
Rules and Regulations under the Securities Exchange Act of 1934, the
exhibit is incorporated by reference).
** Filed herewith.