-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M9e2WWaookPmxzXMmiaQmm8VdCKpISWGpkkz0qFwMerJpIgZcwdXayeaDtgmUUX/ KPzry2HC7WbLHerDgqJHnQ== 0000950116-02-000236.txt : 20020414 0000950116-02-000236.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950116-02-000236 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANTILLI ANTHONY CENTRAL INDEX KEY: 0001166986 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 PRESIDENTIAL BLVD STREET 2: SUITE 127 CITY: BALA CYNWYD STATE: PA ZIP: 19004 MAIL ADDRESS: STREET 1: 111 PRESIDENTIAL BLVD STREET 2: SUITE 127 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/ CENTRAL INDEX KEY: 0000772349 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 870418807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50757 FILM NUMBER: 02550019 BUSINESS ADDRESS: STREET 1: 111 PRESIDENTIAL BLVD STREET 2: STE 215 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106682440 MAIL ADDRESS: STREET 1: 111 PRESIDENTIAL BLVD STE 215 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: KINGSWAY ENTERPRISES INC DATE OF NAME CHANGE: 19860327 FORMER COMPANY: FORMER CONFORMED NAME: GERIACO INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19930308 SC 13D 1 thirteend.txt THIRTEEND.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 AMERICAN BUSINESS FINANCIAL SERVICES, INC. --------------------------------------------------------- (Name of Issuer) COMMON STOCK --------------------------------------------------------- (Title of Class of Securities) 02476B 10 6 --------------------------------------------------------- (CUSIP Number) Athony J. Santilli Bala Pointe Office Centre, Suite 127 111 Presidential Boulevard Bala Cynwyd, PA 19004 ---------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications See Item 4 --------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ? NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes. ________________________________________________________________________________ CUSIP NO. 02476B106 SCHEDULE 13D Page 2 of 7 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Anthony J. Santilli, Jr. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS PF SC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | -0- BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 1,104,075 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | -0- |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 1,104,075 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,104,075 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.5% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN _____________________________________________________________________________ ________________________________________________________________________________ CUSIP NO. 02476B106 SCHEDULE 13D Page 3 of 7 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Beverly Santilli ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS PF SC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | -0- BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 1,104,075 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | -0- |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 1,104,075 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,104,075 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.5% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON IN _____________________________________________________________________________ ________________________________________________________________________________ CUSIP NO. 02476B106 SCHEDULE 13D Page 4 of 7 ________________________________________________________________________________ 1. Security and Issuer. This Statement relates to the common stock ("Common Stock") of American Business Financial Services, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 111 Presidential Boulevard, Bala Cynwyd, Pennsylvania 19004. 2. Identity and Background. (a) This Statement is being filed by Anthony and Beverly Santilli (the "Santillis"), who are married to each other. The filing of this Statement shall not be construed as an admission that for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the Santillis are the beneficial owners of any securities covered by this Statement, or that this schedule is required to be filed by such person or that such person constitutes a group within the meaning of Section 13(d)(3) of the Exchange Act. (b) The business address for the Santillis is the address of the Issuer. (c) Anthony J. Santilli is the Chairman, President, Chief Executive Officer and Chief Operating Officer of the Issuer and is an executive officer of its subsidiaries. Beverly Santilli is an Executive Vice President and Secretary of Issuer and each of the subsidiaries with the exception of American Business Credit, Inc. Ms. Santilli is the President and Secretary of American Business Credit, Inc. (d) Criminal Convictions. During the last five years, neither of the Santillis have been convicted in a criminal proceeding, excluding traffic violations and similar misdemeanors. (e) Court or Administrative Proceedings. During the last five years neither of the Santillis have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship. The Santillis are residents of the Commonwealth of Pennsylvania and citizens of the United States of America. 3. Source and Amounts of Funds and Other Consideration. The Santillis have used personal funds to either purchase the Common Stock or exercise options for Common Stock granted to them pursuant to certain employee benefit plans of the Issuer. In 1995, the Issuer made a loan to Anthony Santilli of $600,032 in order to exercise options to purchase 225,012 shares of Common Stock. The loan bears interest at a rate of 6.46% with interest due annually or at maturity and the principal due September, 2005. The loan is secured by the Common Stock purchased with the proceeds of the loan as well as additional shares of Common Stock. ________________________________________________________________________________ CUSIP NO. 02476B106 SCHEDULE 13D Page 5 of 7 ________________________________________________________________________________ 4. Purpose of Transaction. Due to repurchases of the Common Stock by the Issuer and options granted to the Santillis, their percentage ownership has increased. The Santillis have acquired the shares of Common Stock for investment purposes. As a director and officer of the Issuer, Anthony Santilli will regularly explore potential actions and transactions which may be advantageous to the Issuer, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Issuer. As an officer of the Issuer, Beverly Santilli will regularly explore potential actions and transactions which may be advantageous to the Issuer, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Issuer. In addition, the Santillis have gifted certain of their jointly held shares of Common Stock to members of their families. Except as discussed above, in their capacities as management officials of the Issuer, neither Anthony nor Beverly Santilli has any present plans or proposals which relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the directors or to fill any existing vacancies of the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of eligible equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or ________________________________________________________________________________ CUSIP NO. 02476B106 SCHEDULE 13D Page 6 of 7 ________________________________________________________________________________ (j) Any action similar to those enumerated above. 5. Interest in Securities of the Issuer. (a) As of the date hereof, Anthony and Beverly Santilli may be deemed to be the beneficial owner of 1,104,075 shares of Issuer's Common Stock, which represents 40.5% of Issuer's outstanding Common Stock. (b) The Santillis share voting and dispositive power with respect to 1,003,437 shares of Common Stock held by them as joint tenants. The Santillis also share voting and dispositive power with respect to 1,549 units of Common Stock held for Beverly Santilli through the Issuer's 401(k) Plan and 1,943 shares of Common Stock held for Anthony J. Santilli throught the Issuer's 401(k) Plan. The Santillis may also be deemed to beneficially own and share voting and dispositive power over 64,762 shares of Common Stock issuable pursuant to options awarded to Anthony Santilli and 24,970 shares of Common Stock issuable pursuant to options awarded to Beverly Santilli, all of which are currently exercisable. The Santillis, with Mr. Raymond Bucceroni, as trustees, have shared voting and shared dispositive power over 7,414 shares of Common Stock held in a trust for the benefit of their minor son, Luc Armon Santilli. (c) The Santillis have gifted 800 shares of Common Stock of the Issuer to certain of their children during the last 60 days in four separate transactions: Date Transferee of Shares # of Shares ---- -------------------- ----------- November 20, 2001 Christopher Santilli 200 shares November 20, 2001 John Santilli 200 shares November 20, 2001 Carole Santilli & Mitch Wilf 200 shares December 13, 2001 Anthony and Sherri Santilli 200 shares (d) The Santillis, together with Mr. Raymond Bucceroni, are trustees of a trust for the benefit of their minor son, Luc Armon Santilli,. The Trust holds 7,414 shares of Common Stock of the Issuer. 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Both of the Santillis have employment agreements with the Issuer and have been granted stock options pursuant to certain employee benefit plans, as described in greater detail in the Issuer's most recent proxy statement. In addition, the Santillis have pledged securities of the Issuer as collateral for personal loans. Other than as indicated elsewhere in this Schedule, neither Santilli is party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the Issuer's securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 7. Material to be Filed as Exhibits: 1.0 Agreement regarding joint filing (included on signature page); 1.1 Promissory Note of Anthony J. Santilli and Stock Pledge Agreement dated September 29, 1995 (Incorporated by reference from Exhibit 10.14 of the Issuer's 1995 Form SB-2). ________________________________________________________________________________ CUSIP NO. 02476B106 SCHEDULE 13D Page 7 of 7 ________________________________________________________________________________ Signatures and Joint Filing Statement After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. As required by Rule 13d-1(k) promulgated under the Securities and Exchange Act of 1934, each Reporting Person on whose behalf this statement is filed agrees that this Statement is filed on behalf of each of them. Each Reporting Person understands that they are responsible for the timely filing of this statement and any amendments thereto and for the completeness and accuracy of the information concerning such Reporting Person contained herein; each Reporting Person understands that they are not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such Reporting Person knows or has reason to believe that such information is inaccurate. This Statement may be executed in more than one counterpart. /s/ Anthony J. Santilli Date: February 11, 2002 - ----------------------------------- Anthony J. Santilli /s/ Beverly Santilli Date: February 11, 2002 - ----------------------------------- Beverly Santilli -----END PRIVACY-ENHANCED MESSAGE-----