<PAGE>
Schedule 13G Page 1 of 7
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SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
1745 (3-98) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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UNITED STATES ---------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 OMB Number: 3234-0145
---------------------
SCHEDULE 13G Expires:
November 30, 1999
Under the Securities Exchange Act of 1934 ---------------------
(Amendment No. )* Estimated average
------ burden hours per
response......14.9
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Capital Alliance Income Trust Ltd.
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(Name of Issuer)
Capital Alliance Income Tr REIT Common Stock
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(Title of Class of Securities)
13971R108
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(CUSIP Number)
January 6, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the 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. 13971R108
-----------
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brookstreet Securities Corporation 95-3749772
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(2) Check the Appropriate Box if a Member of a Group (a) / /
(See Instructions)................................... (b) / /
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(3) SEC Use Only..............................................................
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Schedule 13G Page 2 of 7
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(4) Citizenship or Place of Organization
State of California
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Number of Shares (5) Sole Voting Power
Beneficially 81,750
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With
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(7) Sole Dispositive Power
81,750
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(8) Shared Dispositive Power
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
81,750
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(10) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(11) Percent of Class Represented by Amount in Row (11)
5.5
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(12) Type of Reporting Person (See Instructions)
BD
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish
the full legal name of each person for whom the report is filed--i.e.,
each person required to sign the schedule itself--including each member
of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is voluntary,
not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE
13G" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and that membership is expressly affirmed,
please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless it is a
joint filing pursuant to Rule 13d1(k)(1) in which case it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
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Schedule 13G Page 3 of 7
(4) CITIZENSHIP OR PLACE OF ORGANIZATION--Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON, ETC.
(9), Rows (5) through (9) inclusive, and (11) are to be completed in
(11) accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place
after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row
(9) does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the
Securities Exchange Act of 1934.
(12) TYPE OF REPORTNG PERSON--Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G)
and place the appropriate symbol on the form:
CATEGORY SYMBOL
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
NOTES: Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D1) by appropriate
cross references to an item or items on the cover page(s). This
approach may only be used where the cover page item or items provide
all the disclosure required by the schedule item. Moreover, such a use
of a cover page item will result in the item becoming a part of the
schedule and accordingly being considered as "filed" for purposes of
Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the bank forms available from the
Commission, printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have identical formats to the
forms prescribed in the Commission's regulations and meet existing
Securities Exchange Act rules as to such matters as clarity and size
(Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
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Schedule 13G Page 4 of 7
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can use it
for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules13d-1(b)(2) and 13d2(c). Statements filed pursuant to
Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c),
13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be
filed not later than February 14 following the calendar year covered by
the statement pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference
in response to any of the items of this schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages
of such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
ITEM 1.
(a) Name of Issuer
(b) Address of Issuer's Principal Executive Offices
ITEM 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
(d) Title of Class of Securities
(e) CUSIP Number
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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Schedule 13G Page 5 of 7
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) / / An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G).
(h) / / A savings associations as defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) / / A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: -----------------------------------------.
(b) Percent of class: --------------------------------------------------.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote ---------------------.
(ii) Shared power to vote or to direct the vote -------------------.
(iii) Sole power to dispose or to direct the disposition of --------.
(iv) Shared power to dispose or to direct the disposition of ------.
INSTRUCTION. For computations regarding securities which represent a right to
acquire an underlying security see section 240.13d3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. / /
INSTRUCTION: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Schedule 13G Page 6 of 7
If any 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is
not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to sections 240.13d-1(b)(1)
(ii)(J), so indicate under Item 3(i) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to section 240.13d-1(c) or section
240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
(b) The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
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Schedule 13G Page 7 of 7
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.
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Date
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Signature
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Section 240.13d-7
for other parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001)
HTTP://WWW.SEC.GOV/SMBUS/FORMS/13G,HTM
LAST UPDATE: 09/14/1999
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/ / RETURN TO SMALL BUSINESS INFORMATION PAGE
/ / RETURN TO THE SEC HOME PAGE
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SCHEDULE 13G
ITEM 1
a. Capital Alliance Income Trust Ltd.
b. 50 California Street. Suite 2020
San Francisco, CA 9411
ITEM 2 a. Brookstreet Securities Corporation
b. 2361 Campus Drive, Suite 210
Irvine, CA 92612
c. Incorporated in the State of California
d. Capital Alliance Income Tr REIT Common Stock
e. 13971R108
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR
SECTION 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
a. /X/ Broker or dealer registered under section 15 of the ACT
(15 U.S.C. 78o).
b. / / Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
c. / / Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
d. / / Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
e. / / An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
f. / / An employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F).
g. / / A parent holding company or control person in accordance
with section 240.13d1(b)(1)(ii)(G).
h. / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
i. / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
j. / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
ITEM 4 OWNERSHIP
a. Amount beneficially owned: 81,750 SHARES
b. Percent of class 5.5
c. Numbers of shares as to which the person has:
i. Sole power to vote or to direct the vote 81,750
ii. Shared power to vote or to direct the vote 0
iii. Sole power to dispose or to direct the disposition of 81,750
iv. Shared power to dispose or to direct the disposition of 0
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Inapplicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Inapplicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Inapplicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Inapplicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Inapplicable
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
January 14, 2000
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Date
/s/ Stephen P. Washburn
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Signature
STEPHEN P. WASHBURN, EXEC. VICE PRESIDENT
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Name/Title
