SEC Info - Degeorge Peter R, et al. - ‘SC 13D/A’ on 6/11/98 re: Degeorge Financial Corp

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Degeorge Peter R, et al. – ‘SC 13D/A’ on 6/11/98 re: Degeorge Financial Corp

As of: Thursday, 6/11/98 · Accession #: 1047469-98-23777 · File #: 5-51563

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/11/98  Degeorge Peter R                  SC 13D/A               3:126K Degeorge Financial Corp           Merrill Corp/New/FA
          BNC Acquisition Corp.
          Degeorge Financial Acquisition Corp.
          Degeorge Peter R
          Florence A. DeGeorge
          Herbert L. Getzler
          James G. Einloth
          Jonathan K. Dodge
          Lawrence F. DeGeorge
          Lawrence J. DeGeorge
          Mary M. Dunn

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          22     81K 
                          Ownership                                              
 2: EX-7.A      Opinion re: Liquidation Preference                    31    130K 
 3: EX-7.B      Opinion re: Liquidation Preference                     2      9K

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Bnc Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Schedule 13D Security and Issuer Source and Amount of Funds and Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
12	Item 1. Security and Issuer
"	Item 2. Identity and Background
13	Bnc
14	Item 3. Source and Amount of Funds and Other Consideration
16	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
18	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 22 TOC ↑Top Previous Next ↓Bottom Just 1st
 
    SECURITIES AND EXCHANGE COMMISSION
   Washington, D.C.  20549

    SCHEDULE 13D

   Under the Securities Exchange Act of 1934

   (AMENDMENT NO. 9)

    DEGEORGE FINANCIAL CORPORATION
    ------------------------------------
    (Name of Issuer)

    Common Stock, par value $.10 per share
    ----------------------------------------------
    (Title of Class of Securities)

   244783 10 6
    ------------------
    (CUSIP Number)

   Jonathan K. Dodge, Esq.
   Vice President, Secretary and General Counsel
    DeGeorge Financial Corporation
   99 Realty Drive
   Cheshire, Connecticut 06410
   Tel. (203) 699-3400

    ----------------------------------------------------
   (Name, Address and Telephone Number of Person
   Authorized to Receive Notices and Communications)

    January 29, 1998
   ---------------------------
   (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 this statement: / /         

SC 13D/A 2nd Page of 22 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          BNC Acquisition Corp.  
S.S. or I.R.S. Identification No. of Above        41-1651186        
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   00                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              Delaware               
of Organization                                                     
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    5,668,570 shares of    
Beneficially Owned by Each                             Common Stock, $.10 par 
Reporting Person With:                                 value                  

                  8)    Shared Voting Power            -0-

                        9)    Sole Dispositive     5,668,570 shares of
                                 Power                Common Stock, $.10 par
                                     value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       5,668,570 shares of    
    Reporting Person                                  Common Stock, $.10 par
                                     value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     52.4%                  
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          CO/HC                  
--------------------------------------------------------------------------------

     -2-

SC 13D/A 3rd Page of 22 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          Peter R. DeGeorge      
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               [X]                    
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    5,801,903 shares of    
Beneficially Owned by Each                             Common Stock, $.10 par 
Reporting Person With:                                 value                  

                  8)    Shared Voting Power            -0-

                        9)    Sole Dispositive     5,801,903 shares of
                                 Power                Common Stock, $.10 par
                                     value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       5,801,903 shares of    
    Reporting Person                                  Common Stock, $.10 par
                                     value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     53.7%                  
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

     -3-

SC 13D/A 4th Page of 22 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          Herbert L. Getzler     
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    515,000 shares of      
Beneficially Owned by Each                             Common Stock, $.10 par 
Reporting Person With:                                 value                  

                  8)    Shared Voting Power            -0-

                      9)    Sole Dispositive     515,000 shares of
                                 Power                Common Stock, $.10 par
                                     value
                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       515,000 shares of      
    Reporting Person                                  Common Stock, $.10 par
                                     value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     4.8%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

     -4-

SC 13D/A 5th Page of 22 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          James G. Einloth       
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    315,666 shares of      
Beneficially Owned by Each                             Common Stock, $.10 par 
Reporting Person With:                                 value                  

                  8)    Shared Voting Power            -0-

                      9)    Sole Dispositive     315,666 shares of
                                 Power                Common Stock, $.10 par
                                     value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       315,666 shares of      
    Reporting Person                                  Common Stock, $.10 par
                                     value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     2.9%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

     -5-

SC 13D/A 6th Page of 22 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          Jonathan K. Dodge      
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    153,166 shares of      
Beneficially Owned by Each                             Common Stock, $.10 par 
Reporting Person With:                                 value                  

                  8)    Shared Voting Power            -0-

                      9)    Sole Dispositive     153,166 shares of
                                 Power                Common Stock, $.10 par
                                     value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       153,166 shares of      
    Reporting Person                                  Common Stock, $.10 par
                                     value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     1.4%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

     -6-

SC 13D/A 7th Page of 22 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          Lawrence J. DeGeorge   
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    52,500 shares of Common
Beneficially Owned by Each                             Stock, $.10 par value  
Reporting Person With:                                                        
                  8)    Shared Voting Power            -0-

                            9)    Sole Dispositive     52,500 shares of Common
                                Power                Stock, $.10 par value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       52,500 shares of Common
   Reporting Person                                  Stock, $.10 par value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     0.5%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

     -7-

SC 13D/A 8th Page of 22 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          Florence A. DeGeorge   
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    35,000 shares of Common
Beneficially Owned by Each                             Stock, $.10 par value  
Reporting Person With:                                                        
                  8)    Shared Voting Power            -0-

                            9)    Sole Dispositive     35,000 shares of Common
                                Power                Stock, $.10 par value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       35,000 shares of Common
   Reporting Person                                  Stock, $.10 par value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     0.3%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

     -8-

SC 13D/A 9th Page of 22 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          Lawrence F. DeGeorge   
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    400,000 shares of      
Beneficially Owned by Each                             Common Stock, $.10 par 
Reporting Person With:                                 value                  

                  8)    Shared Voting Power            -0-

                      9)    Sole Dispositive     400,000 shares of
                                 Power                Common Stock, $.10 par
                                     value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       400,000 shares of      
    Reporting Person                                  Common Stock, $.10 par
                                     value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     3.7%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

     -9-

SC 13D/A 10th Page of 22 TOC 1st Previous Next ↓Bottom Just 10th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          Mary M. Dunn           
S.S. or I.R.S. Identification No. of Above                          
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power    130,000 shares of      
Beneficially Owned by Each                             Common Stock, $.10 par 
Reporting Person With:                                 value                  

                  8)    Shared Voting Power            -0-

                      9)    Sole Dispositive     130,000 shares of
                                 Power                Common Stock, $.10 par
                                     value

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each       130,000 shares of      
    Reporting Person                                  Common Stock, $.10 par
                                     value
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     1.2%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          IN                     
--------------------------------------------------------------------------------

      -10-

SC 13D/A 11th Page of 22 TOC 1st Previous Next ↓Bottom Just 11th
CUSIP No. 244783-10-6                                                           

--------------------------------------------------------------------------------
1)   Name of Reporting Person                          DeGeorge Financial     
S.S. or I.R.S. Identification No. of Above        Acquisition Corp. 
Person                                                              
--------------------------------------------------------------------------------
2)   Check the Appropriate                             (a) [x]                
Box if a Member of a                              (b) [ ]           
Group                                                               
--------------------------------------------------------------------------------
3)   SEC Use Only                                                             
--------------------------------------------------------------------------------
4)   Source of Funds                                   PF                     
--------------------------------------------------------------------------------
5)   Check if Disclosure                               Not Applicable         
of Legal Proceedings                                                
is Required Pursuant                                                
to Items 2(d) or 2(e)                                               
--------------------------------------------------------------------------------
6)   Citizenship or Place                              United States of       
of Organization                                   America           
--------------------------------------------------------------------------------
Number of Shares            7)    Sole Voting Power              -0-          
Beneficially Owned by Each                                                    
Reporting Person With:                                                        
                  8)    Shared Voting Power            -0-

                  9)    Sole Dispositive               -0-
Power     

                  10)   Shared Dispositive             -0-
Power     
--------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each                 -0-          
Reporting Person                                                    
--------------------------------------------------------------------------------
12)  Check if the Aggregate Amount in Row (11)                                
Excludes Certain Shares                                             
--------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row     0.0%                   
(11)                                                                
--------------------------------------------------------------------------------
14)  Type of Reporting Person                          CO                     
--------------------------------------------------------------------------------

      -11-

SC 13D/A 12th Page of 22 TOC 1st Previous Next ↓Bottom Just 12th
CUSIP No. 244783-10-6                                                           

     AMENDMENT NO. 9 TO SCHEDULE 13D

 Reference is hereby made to the statement on Schedule 13D as originally
filed with the Securities and Exchange Commission on December 21, 1992 and      
amended by Amendment No. 1 (dated January 15 1993), Amendment No. 2 (dated July 
8, 1993), Amendment No. 3 (dated October 18, 1993), Amendment No. 4 (dated March
10, 1994), Amendment No. 5 (dated November 9, 1994), Amendment No. 6 (dated     
April 30, 1996), Amendment No. 7 (dated January 6, 1997) and Amendment No. 8    
(dated September 12, 1997) thereto (as so amended, the "Schedule 13D").  Terms  
defined in the Schedule 13D and not otherwise defined herein are used herein as 
so defined.                                                                     

The Schedule 13D is amended as follows:                               

Item 1.   SECURITY AND ISSUER.                                                  

         The class of equity securities to which this statement relates is the
common stock, par value $.10 per share (the "DFC Common Stock"), of DeGeorge    
Financial Corporation, a Delaware corporation ("DFC"), formerly known as Miles  
Homes, Inc.  The principal executive office of DFC is located at 99 Realty      
Drive, Cheshire, Connecticut 06410.                                             

Item 2.   IDENTITY AND BACKGROUND                                               

     This statement is being filed pursuant to Section 13(d)(1) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-1
promulgated thereunder by the following corporation and individuals (the "Filing
Parties"):                                                                      

       1.   BNC Acquisition Corp. ("BNC") is a privately-owned corporation
    organized under the laws of the state of Delaware.  Its principal business
    is that of a holding company.  The address of BNC's principal business and
principal office is c/o DeGeorge Homes of Florida, Inc.               
  ("DeGeorge/Florida"), 140 Intracoastal Pointe Drive, Suite 410, Jupiter,
Florida 33477.                                                        

          2.   Peter R. DeGeorge's present principal occupation or employment is
 Chairman of the Board and Chief Executive Officer of DFC.  DFC arranges
financing and is currently managing over $200 million in underwritten 
  construction loans.  It provides access to home ownership for people who
     lack a sufficient down payment or sufficient income to support the purchase
  of the home they desire through conventional mortgage programs.  Through
its packaging of financial services and customer support, the Company 
enables its customers to reduce the cost of home construction by      
 eliminating the general contractor, the intent of which is to create an
 equity position that serves as the down payment for permanent financing
    upon the conclusion of the home construction process.  DFC's address is 99
   Realty Drive, Cheshire, Connecticut 06410.  Mr. DeGeorge is also Chairman
of the Board, Chief Executive Officer and President of                

      -12-

SC 13D/A 13th Page of 22 TOC 1st Previous Next ↓Bottom Just 13th
CUSIP No. 244783-10-6                                                           

     BNC.  His business address is c/o DeGeorge/Florida, 140 Intracoastal Pointe
Drive, Suite 410, Jupiter, Florida  33477.                            

        3.   Herbert L. Getzler's present principal occupation or employment
   is retired.  His residence is 2702 Captains Way, Jupiter, Florida  33477.

         4.   James G. Einloth's present principal occupation or employment is
President of DeGeorge/Florida.  His business address is c/o           
DeGeorge/Florida, 140 Intracoastal Pointe Drive, Suite 410, Jupiter,  
Florida  33477.                                                       

          5.   Jonathan K. Dodge's present principal occupation or employment is
     Vice President, Secretary and General Counsel of DFC.  His business address
is c/o DeGeorge Home Alliance, Inc., a Delaware corporation ("DHA"),  
591 Park Avenue, New York, New York  10021.                           

        6.   Lawrence J. DeGeorge's present principal occupation is managing
  personal investments.  His business address is c/o DeGeorge/Florida, 140
Intracoastal Pointe Drive, Suite 410, Jupiter, Florida 33477.         

          7.   Florence A. DeGeorge's present principal occupation is homemaker.
   Her address is c/o DeGeorge/Florida, 140 Intracoastal Pointe Drive, Suite
410, Jupiter, Florida 33477.                                          

        8.   Lawrence F. DeGeorge's present principal occupation is managing
personal investments.  His residence is 3127 Casseekey Island Road,   
Jupiter, Florida  33477.                                              

       9.   Mary M. Dunn's present principal occupation is homemaker.  Her
residence is 210 Weise Road, Cheshire, Connecticut 06410.             

      10.  DeGeorge Financial Acquisition Corp. ("DFC Acquisition") is a
privately-owned corporation organized under the laws of the state of  
     Delaware.  Its principal business is to acquire by merger the Non-Affiliate
    Shares (as defined in Item 4).  The address of DFC Acquisition's principal
business and principal office is c/o DFC, 99 Realty Drive, Cheshire,  
Connecticut 06410.                                                    

  The name, business address and present principal occupation or
employment of each executive officer and director of BNC and DFC Acquisition    
(the "BNC Officers") is set forth in Schedule I hereto, which is incorporated   
herein by reference.                                                            

          None of the Filing Parties nor any of the BNC Officers has, during the
last five years, been convicted in a criminal proceeding (excluding traffic     
violations or similar misdemeanors).                                            

      -13-

SC 13D/A 14th Page of 22 TOC 1st Previous Next ↓Bottom Just 14th
CUSIP No. 244783-10-6                                                           

       On November 13, 1997, the Company issued a press release announcing
that it had reached a settlement (the "Settlement") with the Securities and     
Exchange Commission (the "Commission") regarding an investigation of the        
Company, certain of its officers, directors, employees, affiliates and other    
persons or entities.  The investigation was related to transactions between     
the Company and its directors, officers, its major stockholder, BNC, which is   
wholly owned by Peter R. DeGeorge, and other related entities.  BNC, its        
wholly-owned subsidiary, Star Services, Inc. of Delaware ("Star Services"),     
and others also received subpoenas as part of the investigation.  Under the     
Settlement, the Company consented to a cease and desist order in a Commission   
administrative proceeding without admitting or denying the Commission's         
findings.  In addition, as required by the Settlement, the Company hired a      
consultant acceptable to the staff of the Commission to advise the Company      
with respect to improving procedures relating to the approval, recording and    
disclosure of related party transactions.  The Company also has agreed to       
adopt the recommendations of such consultant unless such recommendations are    
impractical or unduly burdensome.  The Company is not paying any fine or        
civil penalty under the Settlement.                                             

In a separate proceeding, Peter R. DeGeorge, Chairman of the Board and
Chief Executive Officer of the Company, settled with the Commission certain     
charges, without admitting or denying the Commission's allegations.  He agreed  
to the entry of an injunction against him prohibiting future violations of the  
federal securities laws and further agreed to the payment of a civil penalty of 
$50,000 and a payment in the nature of restitution to the Company of $248,000   
(which includes $44,000 of prejudgment interest).                               

Item 3.   SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.                   

       It is expected that approximately $6.9 million will be necessary to
effect the proposal to acquire Non-Affiliated Shares described in Item 4 below. 
It is expected that the Filing Parties or an affiliate of the Filing Parties    
will borrow some or all of such funds from an entity controlled by Peter        
DeGeorge's father, Lawrence J. DeGeorge.                                        

       Of the 5,668,570 shares of DFC Common Stock currently owned by BNC,
4,475,744 shares were owned by Milestar, Inc., a Delaware corporation           
("Milestar"), prior to the merger of Milestar with and into DFC on October 13,  
1994 (the "Merger").  Of these shares, 80,333 shares had been received by       
Milestar as a capital contribution in October 1990 from BNC and had originally  
been issued to Mr. DeGeorge for consideration of $.10 per share from his        
personal funds.  Another 3,000 shares of DFC Common Stock were received by      
Milestar as a capital contribution in October 1990 from James G. Einloth and had
originally been issued to Mr. Einloth for consideration of $.10 per share from  
his personal funds.  An additional 3,075,830 shares of DFC Common Stock were    
received by Milestar as a result of a stock split which took place immediately  
prior to DFC's initial public offering (the "Offering"), the registration       
statement for which (File No. 33-50696) was declared effective on December 3,   
1992.  Milestar received 1,720,581 shares of DFC Common Stock in a share        
exchange immediately prior to the Offering pursuant to which BNC contributed to 
Milestar, which in turn contributed to DFC, all                                 

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CUSIP No. 244783-10-6                                                           

of the outstanding 12 1/2% Cumulative Preferred Stock of DHA, a subsidiary of   
DFC formerly known as Miles Homes Services, Inc., in exchange for 545 shares    
of Milestar common stock (to BNC) and 1,720,581 shares of DFC Common Stock      
(to Milestar).  BNC received 4,475,744 shares of DFC Common Stock in the        
Merger, as described below.  The remaining 1,192,826 shares of DFC Common       
Stock currently owned by BNC were contributed to BNC by Peter R. DeGeorge in    
the second quarter of 1998.                                                     

 The DFC Common Stock bought by Mary M. Dunn (formerly Mary M.
DeGeorge) in June of 1993 was purchased using $620,097.20 of her own personal   
funds.  These shares were transferred to Mr. Peter R. DeGeorge as part of their 
divorce settlement in 1995.                                                     

     On September 23, 1993, Peter R. DeGeorge loaned $2 million to DFC
pursuant to a note which was later converted into DFC Common Stock as described 
below.  The $2 million loan was made with his own personal funds.               

        The DFC Common Stock bought by Peter R. DeGeorge in July of 1994 was
purchased using $244,688 of his own personal funds.  The DFC Common Stock bought
by Peter R. DeGeorge on December 14, 1995 was purchased using $494,504 of his   
own personal funds.  The DFC Common Stock bought by Peter R. DeGeorge on        
December 17, 1996 was purchased using $182,817 of his own personal funds.  The  
DFC Common Stock bought by Peter R. DeGeorge on April 15, 1997 was purchased    
using $112,129.88 of his own personal funds.  All of such shares were           
contributed to BNC in the second quarter of 1998.                               

      The 465,000 shares of DFC Common Stock owned by Herbert L. Getzler
were purchased using $46,500 of his own personal funds.                         

         The 279,000 shares of DFC Common Stock owned by James G. Einloth were
purchased using $27,900 of his own personal funds.                              

         The 19,500 shares of DFC Common Stock owned by Jonathan K. Dodge were
purchased using $66,500 of his own personal funds.                              

       The 52,500 shares of DFC Common Stock owned by Lawrence J. DeGeorge
were purchased using $206,875 of his own personal funds.                        

       The 35,000 shares of DFC Common Stock owned by Florence A. DeGeorge
were purchased using $122,500 of her own personal funds.                        

  Of the 400,000 shares of DFC Common Stock owned by Lawrence F.
DeGeorge 100,000 shares were purchased using $625,000 of his own personal funds 
and 300,000 were purchased using $1,500,000 of his own personal funds.          

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CUSIP No. 244783-10-6                                                           

     The 130,000 shares of DFC Common Stock owned by Mary M. Dunn were
purchased using approximately $260,000 of her own personal funds.               

Item 4.   PURPOSE OF TRANSACTION.                                               

        The Filing Parties have engaged in the transactions described herein
for the purpose of acquiring through a merger all of the outstanding shares of  
Common Stock of DFC not currently owned by them (the "Non-Affiliated Shares").  

     By letter dated September 12, 1997, Peter R. DeGeorge submitted a
proposal (the "Proposal") to the Board of Directors of DFC to acquire the       
Non-Affiliated Shares for $1.30 in cash per share.  After negotiations between  
Mr. DeGeorge and a special committee of independent directors (the "Special     
Committee"), the Proposal was amended on December 3, 1997 to provide for a per  
share merger consideration of $1.50.                                            

         On January 29, 1998, DFC and the Filing Parties executed a definitive
agreement (the "Merger Agreement"), whereby each Non-Affiliated Share will be   
converted into the right to receive $1.50 in cash.                              

The Merger Agreement and the consideration to be received by
holders of shares of DFC Common Stock (other than the Filing Parties) were      
approved by the Company's board of directors following the unanimous            
recommendation of the Special Committee.  The Special Committee was advised     
by Houlihan Lokey Howard & Zukin Capital which provided their opinion that      
the consideration to be received by DFC's stockholders (other than the Filing   
Parties) in this merger is fair to them from a financial point of view.         

  The merger is subject to obtaining all necessary corporate and
regulatory approvals, but is not subject to financing.  The Filing Parties      
expect to complete the merger by July 31, 1998.                                 

Item 5.   INTEREST IN SECURITIES OF THE ISSUER.                       

         (a)  The following information is based upon 10,810,193 shares of DFC
Common Stock outstanding:                                                       

    (i)  BNC owns 5,668,570 shares of DFC Common Stock, or
approximately 52.4% of the DFC Common Stock outstanding.    

               (ii) Peter R. DeGeorge owns 100% of the capital stock of BNC, and
        therefore may be deemed to beneficially own the shares of DFC Common
Stock owned by BNC.                                         

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CUSIP No. 244783-10-6                                                           

          (iii) Peter R. DeGeorge has outstanding stock options, which
        would enable him to acquire 400,000 shares of DFC Common Stock at an
option exercise price of $1.50 per share.  Such options were
        previously subject to earnings criteria that have been eliminated by
       the Board of Directors of DFC.  Of such amount, options to purchase
 133,333 shares of DFC Common Stock are currently exercisable.

               (iv)  Herbert L. Getzler owns 465,000 shares of DFC Common Stock,
      or approximately 4.3% of the DFC Common Stock outstanding.  He has
  sole power to vote, direct the vote of, dispose and direct the
disposition of all such shares.  Mr. Getzler has a currently
          exercisable outstanding option to purchase 50,000 shares of DFC Common
Stock at an option exercise price of $1.50 per share.       

               (v)  James G. Einloth owns 279,000 shares of DFC Common Stock, or
        approximately 2.6% of the DFC Common Stock outstanding.  He has sole
         power to vote, direct the vote of, dispose and direct the disposition
        of all such shares.  Mr. Einloth has outstanding options to purchase
    110,000 shares of DFC Common Stock, of which options to purchase
36,666 shares are currently exercisable.                    

               (vi) Jonathan K. Dodge owns 19,500 shares of DFC Common Stock, or
       approximately .2% of the DFC Common Stock outstanding.  He has sole
power to vote, direct the vote of, dispose and direct the   
      disposition of all such shares.  Mr. Dodge has outstanding options
  to purchase (a) 67,000 shares of DFC Common Stock at an option
        exercise price of $3.50 per share, which option expires on April 29,
     2003, (b) 50,000 shares of DFC Common Stock at an option exercise
       price of $2.00 per share, which option expires on December 12, 2004
         and (c) 50,000 shares of DFC Common Stock at an option exercise price
    of $1.25 per share, which option expires on March 14, 2007.  The
  options set forth in (a) and (b) above and options to purchase
   16,666 shares set forth in (c) above are currently exercisable.

           (vii)   Lawrence J. DeGeorge owns 52,500 shares of DFC Common
     Stock, or approximately 0.5% of the DFC Common Stock outstanding.
         He has sole power to vote, direct the vote of, dispose and direct the
disposition of all such shares.                             

           (viii)  Florence A. DeGeorge owns 35,000 shares of DFC Common
          Stock, or approximately 0.3% of the DFC Common Stock outstanding.  She
      has sole power to vote, direct the vote of, dispose and direct the
disposition of all such shares.                             

          (ix)  Lawrence F. DeGeorge owns 400,000 shares of DFC Common
     Stock, or approximately 3.7% of the DFC Common Stock outstanding.
He has                                                      

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CUSIP No. 244783-10-6                                                           

  sole power to vote, direct the vote of, dispose and direct the
disposition of all such shares.                             

           (x)  Mary M. Dunn owns 130,000 shares of DFC Common Stock, or
      approximately 1.2% of the DFC Common Stock outstanding.    She has
  sole power to vote, direct the vote of, dispose and direct the
disposition of all such shares.                             

              (xi) DFC Acquisition was formed to effect the acquisition of the
 Non-Affiliated Shares. It owns no shares of DFC Common Stock.

          (b)  BNC has sole power to vote or to direct the vote of all shares of
DFC Common Stock referred to in paragraph (i) above and sole power to dispose or
to direct the disposition of all such shares.  Mr. DeGeorge is deemed to have   
the sole power to vote or to direct the vote and to dispose of or direct the    
disposition of the shares of DFC Common Stock owned by BNC by virtue of his     
ownership of 100% of the issued and outstanding stock of BNC.                   

        (c)  None of the Filing Parties has effected any transactions in DFC
Common Stock during the past 60 days except as described herein.                

     (d)  No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of DFC Common Stock beneficially owned by the Filing Parties.        

Item 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

        Exhibit 7(a)   Agreement and Plan of Merger among the Filing Parties
and DFC dated January 29, 1998

    Exhibit 7(b)   Agreement Concerning Joint Filing of Schedule 13D

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CUSIP No. 244783-10-6                                                           

    SCHEDULE I

   INFORMATION WITH RESPECT TO DIRECTORS AND
   EXECUTIVE OFFICERS OF BNC ACQUISITION CORP.
   AND DFC ACQUISITION CORP.

I.   DIRECTORS AND EXECUTIVE OFFICERS                                           

     The following table sets forth the name and present principal occupation or
employment of each of the current directors and executive officers of each of   
BNC and DFC Acquisition Corp.  The present business address of Mr. DeGeorge is  
c/o DeGeorge/Florida, 140 Intracoastal Pointe Drive, Suite 410, Jupiter, Florida
33477.  The present business address of Mr. Dodge is 591 Park Avenue, New York, 
New York  10021.                                                                

           NAME               PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

Peter R. DeGeorge                Chairman of the Board and Chief Executive    
                          Officer of DFC; Chairman of the Board,
                                President and Chief Executive Officer of BNC
             and DFC Acquisition Corp.

Jonathan K. Dodge                Vice President, Secretary and General Counsel
                           of DFC; Vice President, Secretary and a
                             director of BNC and DFC Acquisition Corp.

     DeGeorge Financial Corporation arranges financing and is currently managing
over $200 million in underwritten construction loans.  It provides access to    
home ownership for people who lack a sufficient down payment or sufficient      
income to support the purchase of the home they desire through conventional     
mortgage programs.  Through its packaging of financial and customer support, the
Company enables its customers to reduce the cost of home construction by        
eliminating the general contractor, the intent of which is to create an equity  
position that serves as the down payment for permanent financing upon the       
conclusion of the home construction process.                                    

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CUSIP No. 244783-10-6                                                           

     SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated: June 11, 1998                                                            

                     BNC ACQUISITION CORP.

                            By:    /s/ Peter R. DeGeorge
                                              --------------------------------
                        Name:  Peter R. DeGeorge
                                   Title: Chairman and Chief Executive
                     Officer

                     /s/ Peter R. DeGeorge
                                       ---------------------------------------
                 Peter R. DeGeorge

                      /s/ Herbert L. Getzler
                                       ---------------------------------------
                  Herbert L. Getzler

                    /s/ James G. Einloth
                                       ---------------------------------------
                James G. Einloth

                     /s/ Jonathan K. Dodge
                                       ---------------------------------------
                 Jonathan K. Dodge

                        /s/ Lawrence J. DeGeorge
                                       ---------------------------------------
                    Lawrence J. DeGeorge

                        /s/ Florence A. DeGeorge
                                       ---------------------------------------
                    Florence A. DeGeorge

                        /s/ Lawrence F. DeGeorge
                                       ---------------------------------------
                    Lawrence F. DeGeorge

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CUSIP No. 244783-10-6                                                           

                /s/ Mary M. Dunn
                                       ---------------------------------------
            Mary M. Dunn

                                    DEGEORGE FINANCIAL ACQUISITION CORP.

                     /s/ Peter R. DeGeorge
                                       ---------------------------------------
                        By:    Peter R. DeGeorge
                Title: President

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CUSIP No. 244783-10-6                                                           

     EXHIBIT INDEX

                                                                [Download Table]

          EXHIBIT                               DESCRIPTION                     
------------------------    ----------------------------------------------------
                                                                                
 Exhibit 7(a)               Agreement and Plan of Merger among the Filing       
                            Parties and DFC dated January 29, 1998              

 Exhibit 7(b)               Agreement Concerning Joint Filing of Schedule 13D

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	3/14/07	17
	12/12/04	17
	4/29/03	17
	7/31/98	16		15-12G
Filed on:	6/11/98	20
	1/29/98	1	22
	12/3/97	16
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	4/15/97	15
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	12/17/96	15
	4/30/96	12
	12/14/95	15
	11/9/94	12
	10/13/94	14
	3/10/94	12
	10/18/93	12
	9/23/93	15
	7/8/93	12
	12/21/92	12
	12/3/92	14
				List all Filings

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Filing Submission 0001047469-98-023777 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Degeorge Peter R, et al. – ‘SC 13D/A’ on 6/11/98 re: Degeorge Financial Corp

As of: Thursday, 6/11/98 · Accession #: 1047469-98-23777 · File #: 5-51563

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

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Amendment to General Statement of Beneficial Ownership — Schedule 13D
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