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SEC Filings

DITECH HOLDING CORP filed this Form 424B1 on 09/16/1997
Entire Document
<PAGE>   31
     The capitalization of the Company (i) as of June 30, 1997, (ii) as adjusted
to reflect the sale of the Units offered hereby at an initial public offering
price equal to $15.00 per Unit and the issuance of 716,667 shares of Common
Stock to the Principals, (iii) as adjusted to reflect certain shares of Common
Stock that may be issued to the Principals and other employees of the Company
and (iv) as adjusted to reflect the potential forgiveness of the loans to the
Principals ($1,750,000) on a distribution to the Principals resulting in a
reduction in additional paid-in capital, is as follows:

                                                       ACTUAL     AS ADJUSTED(1)     AS ADJUSTED(1)(2)
                                                       ------     --------------     -----------------
                                                                   (DOLLARS IN THOUSANDS)
<S>                                                    <C>        <C>                <C>
Stockholders' equity:
  Preferred Stock, $.01 par value, 10,000,000 shares
     authorized; no shares issued and outstanding....   $-0-         $-0-                -$0-
                                                        ----         --------             -------
  Common Stock, $.01 par value 90,000,000 shares
     authorized; 10 shares issued and outstanding
     actual, 5,716,677 and 5,933,344 shares as
     adjusted, respectively..........................   -0-                57                  59
                                                        ----         --------             -------
  Additional paid-in capital.........................   -0-            69,482              67,730
                                                        ----         --------             -------
  Total capitalization...............................   $-0-         $ 69,539             $67,789
                                                        ====         ========             =======

- ---------------
(1) After deducting estimated underwriting discount and estimated offering
    expenses payable by the Company, assuming
    no exercise of the Underwriters' over-allotment option to purchase up to an
    additional 750,000 Units and assuming no exercise of the Warrants.
(2) Includes (i) 216,667 additional shares of Common Stock that may be issued to
    the Principals if the Earn-Out vests; no additional consideration will be
    received by the Company; and (ii) the distribution to the Principals in the
    amount of $1,750,000, resulting from the potential forgiveness of loans to
    the Principals if the Earn-Out vests. See "Structure and Formation
    Transactions -- The Formation of HCHI."