AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1996
REGISTRATION NO. 333-1612
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________
FIRST NATIONS FINANCIAL SERVICES COMPANY
(Exact name of Registrant as specified in its charter)
__________
DELAWARE S.I.C. 6159 76-0481583
(State or other jurisdiction of (Primary Standard Industrial (IRS
Employer
incorporation or organization) Classification Code Number)
Identification Number)
FIRST NATIONS FINANCIAL SERVICES COMPANY
PLAZA OFFICE CENTER
560 FELLOWSHIP ROAD
MOUNT LAUREL, NEW JERSEY 08054-1230
TEL: (609) 234-5151
(Address, including zip code, and telephone number including area code
of Registrant's principal executive offices and place of business)
__________
WILLIAM T. JULIANO, PRESIDENT
FIRST NATIONS FINANCIAL SERVICES COMPANY
PLAZA OFFICE CENTER, 560 FELLOWSHIP ROAD
MOUNT LAUREL, NEW JERSEY 08054-1230
TEL: (609) 234-5151
(Name and address of Agent for Service)
COPIES TO:
ROBERT L. SONFIELD, JR., ESQ.
SONFIELD & SONFIELD
770 SOUTH POST OAK LANE
HOUSTON, TEXAS 77056
TEL: (713) 877-8333
__________
Approximate date of commencement of proposed sale to the public:
As soon as practicable on or after the Registration Statement becomes
effective.
If any of the Securities registered on this form are to be offered on a
delayed or continuous basis
pursuant to Rule 415 of the Securities Act of 1933, check the following box:
CALCULATION OF REGISTRATION FEE
DOLLAR PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE
REGISTRATION
BEING REGISTERED BEING REGISTERED PER NOTE OFFERING PRICE
FEE
3 month unsecured notes 100%
6 month unsecured notes 100%
1 year unsecured notes 100%
18 month unsecured notes 100%
2 year unsecured notes 100%
30 month unsecured notes 100%
3 year unsecured notes 100%
4 year unsecured notes 100%
5 year unsecured notes 100%
7 year unsecured notes 100%
10 year unsecured notes 100%
All unsecured notes $50,000,000 100%
$50,000,000 $17,241
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
S O N F I E L D & S O N F I E L D
A PROFESSIONAL CORPORATION
LEON SONFIELD (1865-1934) ATTORNEYS AT LAW NEW YORK
GEORGE M. SONFIELD (1899-1967) LOS ANGELES
ROBERT L. SONFIELD (1893-1972) 770 SOUTH POST OAK LANE WASHINGTON,
D.C.
____________________ HOUSTON, TEXAS 77056-1913
EMAIL 76012.513@COMPUSERVE.COM
FRANKLIN D. ROOSEVELT, JR. (1914-1988)
TELECOPIER (713) 877-1547
____
ROBERT L. SONFIELD, JR. TELEPHONE (713) 877-8333
MANAGING DIRECTOR
December 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies/Gentlemen:
This Amendment No. 4 to Form SB-2 is being filed for the sole purpose of
including Exhibit 10.4.
Yours very truly,
Robert L. Sonfield, Jr.
Managing Director
RLSjr/ldo
EXHIBITS
(A) EXHIBITS:
3.1 - Certificate of Incorporation.**
3.2 - By-Laws.**
4.1 - Trust Indenture between the Registrant and the Indenture Trustee.**
4.2 - Form of Notes (included as part of Exhibit 4.1).**
5.1 - Opinion of Sonfield & Sonfield with respect to legality of the
Notes (included in Part II of the Registration Statement).
8.1 - Opinion of Sonfield & Sonfield with respect to tax matters
(included as part of Exhibit 5.1).
10.1 - Indemnification Agreement between the Company and William T.
Juliano.**
10.2 - Indemnification Agreement between the Company and Thomas E.
Juliano.**
10.3 - Lease Agreement covering office space.**
10.4 Amendment to Lease Agreement covering office space (included in
Part II of the Registration
Statement).
23.1 - Consent of Sonfield & Sonfield (included as part of Exhibit 5.1).
23.2 - Consent of Harper & Pearson Company (included in Part II of the
Registration
Statement).
25.1 - Statement of Eligibility of Trustee (included in Part II of the
Registration
Statement).
_____________________________
** Previously filed
EXHIBIT 10.4
ADDENDUM TO LEASE
This Addendum dated October 1, 1996 by and between PLAZA INVESTMENT
CORPORATION, a New Jersey corporation located at 560 Fellowship Road, Mount
Laurel, New Jersey 08045 (hereinafter referred to as "Landlord") and FIRST
NATIONS FINANCIAL SERVICES COMPANY, a Delaware corporation located at 560
Fellowship Road, Mount Laurel, New Jersey 08054 (hereinafter referred to as
"Tenant").
W I T N E S S E T H:
The aforementioned parties entered into a lease agreement dated February
1, 1996 for certain premises located in the Landlord's building known as Plaza
Office Center in Mount Laurel, New Jersey.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree
that as of October 1, 1996 the office space currently occupied by the Tenant
shall be reduced in size to six (6) units. The monthly rental shall be
accordingly reduced from Ten Thousand Dollars ($10,000) per month to Five
Thousand Dollars ($5,000) per month for the duration of the term which will
expire on or about January 31, 1998.
Option to Renew. The Tenant is granted the additional right upon
thirty (30) days written notice to Landlord to extend the lease for up to five
(5) one (1) year periods upon the same terms and conditions as originally
drafted.
All other terms of the lease agreement shall remain the same and are in
full force and effect.
PLAZA INVESTMENT CORPORATION
/s/ Karen E. Ehrgott By: /s/ Anthony J. Grippo
Witness Anthony J. Grippo, Vice
President
LANDLORD
FIRST NATIONS FINANCIAL SERVICES
COMPANY
/s/ Deborah A. Dickinson By: /s/ William T.
Juliano
Witness William T. Juliano, President
TENANT
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM SB-2 AND AUTHORIZED THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MOUNT LAUREL, STATE OF
NEW JERSEY, ON DECEMBER 5, 1996.
FIRST NATIONS FINANCIAL SERVICES COMPANY
By: /s/William T. Juliano
William T. Juliano, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ William T. Juliano Director, President & Principal
William T. Juliano Executive Officer December 5, 1996
/s/ Thomas E. Juliano Director, Treasurer, Principal Financial
Thomas E. Juliano Officer and Principal Accounting Officer December 5,
1996