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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Plymouth Commercial Mortgage Fund
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(Name of Issuer)
common shares of beneficial interest
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(Title of Class of Securities)
CIK 0001022105 EIN 74-6439983
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(CUSIP Number)
John Mosher, Greystone Advisers, Inc.
13333 Blanco Road, Suite 314, San Antonio, Texas 78216-7756
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 1996
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(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) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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 provision of the Act (however, see
the Notes)
(Continued on the following page(s))
Page 1 of 6 Pages
<PAGE> 2
Form 13(d) Questionnaire
Commission File No. 0-21443
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1) Your name and social security number or IRS Identification No.
Mr. James R. Clifton
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2) Are you are a member of a group that owns the shares of Plymouth giving rise
to the need to file this form?
No
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3) SEC Use Only
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4) Source of Funds with which you acquired the subject shares.
OO
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5) Check if disclosure of legal proceedings is required pursuant to items 2(d)
or 2(e).
N/A
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6) Citizenship or place of organization
USA
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7) Sole Voting Power 25,000
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Number of 8) Shared Voting Power 40,000
Shares
Beneficially ---------------------------------------------------------------
Owned 9) Sole Dispositive Power 25,000
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10) Shared Dispositive Power 40,000
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11) Aggregate amount beneficially owned by each reporting person
65,000
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12) Check if the aggregate amount in row 11 excludes certain shares
N/A
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13) Percent of class represented by amount in row 11
7.05%
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14) Type of reporting person
IN
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Page 2
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Item 1: Security and Issuer:
Security: Common shares of beneficial interest (only one class)
Issuer: Plymouth Commercial Mortgage Fund
Item 2: Your Identity and Background
a. Name: James R. Clifton
b. Address: P.O. Box 7005
Waco, TX 76714-7005
c. Occupation or business: Private Investor
d. Convictions within past 5 years: None
e. Securities violations within
the past 5 years: None
Item 3: Source and Amount of Funds or other consideration:
Mr. Clifton received the shares of beneficial interest that he owns directly by
forgiving $100,000 in indebtedness by a limited partnership that was acquired
by Plymouth Commercial Mortgage Fund and by borrowing $150,000 on a line of
credit maintained with Central National Bank of Waco, Texas. Mr. Clifton
maintains the line of credit for his personal and business expenses. The line
of credit is unsecured and was not entered into specifically to make this
purchase. The borrowing was repaid shortly thereafter.
The shares of beneficial interest owned by the trusts were acquired in exchange
for forgiveness of debt owed by a limited partnership acquired by Plymouth
Commercial Mortgage Fund (see item 5 below). No other sources of funds were
utilized.
Item 4: Purpose of Transaction:
The purchase was made solely as an investment. No other transactions are
contemplated.
Item 5: Interest in Securities of the Issuer.
Mr. Clifton owns 25,000 shares of beneficial interest ("Shares") of
Plymouth Commercial Mortgage Fund ("Plymouth") directly, serves as a
trustee to two trusts that each own 10,000 Shares, and has two children whose
trusts own 10,000 Shares each. Mr. Clifton has sole voting power over those
Shares that he directly owns. He shares voting power with one other trustee on
the two trusts, and has no voting power over the shares owned by his children's
trusts. The trustee with whom Mr. Clifton shares voting power is Mr. Goodhue
W. Smith, III. Mr. Smith is a principal in the investment banking firm that
assisted in the placement of Plymouth's shares. His address is 311 Third
Street, Suite 300, San Antonio, Texas 78205. Mr. Clifton has no knowledge of
any criminal convictions or securities violations by Mr. Smith during the past
five years. Mr. Clifton disclaims beneficial ownership of those Shares that
he does not own directly.
Page 3
<PAGE> 4
The Shares were purchased in two separate transactions, an exchange
offer consummated on September 27, 1996 (the "Exchange Offer") and a subsequent
equity offering consummated on December 26, 1996 (the "Equity Offering"). In
the Exchange Offer, Plymouth offered cash or Shares for the limited and general
partnership interests and subordinated debt of SWF 1995 Limited Partnership, a
Texas limited partnership ("SWF95"). A total of 221,577 Shares were issued by
Plymouth of which 10,000 Shares were issued to Mr. Clifton directly in return
for the cancellation of $100,000 in indebtedness due from SWF95. In addition,
40,000 Shares were issued to trusts to which Mr. Clifton has been attributed
beneficial ownership. The 40,000 Shares were received in return for
cancellation of $400,000 in indebtedness from SWF95.
On October 22, 1996 Plymouth began the Equity Offering. The Equity
Offering was for a minimum of $7,000,000 and a maximum of $9,000,000 at
Plymouth's net asset value per Share as determined by Plymouth's board of
trustees on a date as close as practicable to the close of the Equity Offering.
Duncan-Smith Securities, Inc. a Texas corporation and a broker/dealer
registered with the National Association of Securities Dealers conducted the
Equity Offering. Mr. Clifton purchased at total of 15,000 additional Shares at a
price of $10.00 per Share in this offering.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understanding or relationships between
Mr. Clifton and anyone related to the Shares for which he is attributed
beneficial ownership.
Item 7: Material to be Filed as Exhibit
a)Line of credit between Central National Bank of Waco, Texas and James
R. Clifton, Separate Property entered into on June 27, 1996.
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.
Date: February 20, 1997
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Signature: /s/ James R. Clifton
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Printed Name: James R. Clifton
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Page 4
<PAGE> 5
[CENTRAL NATIONAL BANK LOGO]
Waco, Texas
PROMISSORY NOTE
<TABLE>
<CAPTION>
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PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS
<S> <C> <C> <C> <C> <C> <C> <C>
$1,000,000.00 06-27-1996 06-30-1997 3588200 220111 00 7319 MM
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</TABLE>
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
BORROWER: JAMES R. CLIFTON, SEPARATE PROPERTY LENDER: CENTRAL NATIONAL BANK
2715 AUSTIN AVE. P.O. BOX 2525
WACO, TX 76710 8320 W. HWY 84
WACO, TX 76702-2525
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<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: $1,000,000.00 INITIAL RATE: 8.250% DATE OF NOTE: JUNE 27, 1996
</TABLE>
PROMISE TO PAY. I PROMISE TO PAY TO CENTRAL NATIONAL BANK ("LENDER"), OR ORDER,
IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF ONE
MILLION & 00/100 DOLLARS ($1,000,000.00) OR SO MUCH AS MAY BE OUTSTANDING,
TOGETHER WITH INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH
ADVANCE. INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL
REPAYMENT OF EACH ADVANCE OR MATURITY, WHICHEVER OCCURS FIRST.
PAYMENT. I WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL PLUS
ALL ACCRUED UNPAID INTEREST ON JUNE 30, 1997. IN ADDITION, I WILL PAY REGULAR
QUARTERLY PAYMENTS OF ACCRUED UNPAID INTEREST BEGINNING SEPTEMBER 30, 1995, AND
ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON THE LAST DAY OF EACH QUARTER AFTER
THAT. Interest on this Note is computed on a 365/365 simple interest basis;
that is, by applying the ratio of the annual interest rate over the number of
days in a year, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. I will pay
Lender at Lender's address shown above or at such other place as Lender may
designate in writing. Unless otherwise agreed or required by applicable law,
payments will be applied first to accrued unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs and late charges.
Notwithstanding any other provision of this Note, Lender will not charge
interest on any undisbursed loan proceeds. No scheduled payment, whether of
principal or interest or both, will be due unless sufficient loan funds have
been disbursed by the scheduled payment date to justify the payment.
AMOUNT FINANCED. The Amount Financed under this Note is $1,000,000.00.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
form time to time based on changes in an independent index which is The
NationsBank Texas N.A. base lending rate (the "Index"). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the index
becomes unavailable during the term of this loan, Lender may designate a
substitute index after notice to me. Lender will tell me the current index rate
upon my request. I understand that Lender may make loans based on other rates
as well. The interest rate change will not occur more often than each day. THE
INDEX CURRENTLY IS 8.250% PER ANNUM. THE INTEREST RATE TO BE APPLIED PRIOR TO
MATURITY TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE EQUAL TO
THE INDEX, RESULTING IN AN INITIAL RATE OF 8.250% PER ANNUM. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law. For purposes of this Note, the "maximum rate allowed
by applicable law" means the greater of (a) the maximum rate of interest
permitted under federal or other law applicable to the indebtedness evidenced by
this Note, or (b) the "Indicated Rate Ceiling" as referred to in Article
5069-1.04 (a)(1) V.T.C.S.
PREPAYMENT. I may prepay this Note in part or in full without penalty at any
time before final maturity, whether by cash, a new loan, renewal, or otherwise.
Any partial payment shall be in an amount equal to one or more full
installments. Prepayment in full shall consist of payment of the remaining
unpaid principal balance together with all accrued and unpaid interest and all
other amounts, costs and expenses for which I am responsible under this Note or
any other agreement with Lender pertaining to this loan, and in no event will I
ever be required to pay any unearned interest. Early payments will not, unless
agreed in writing, relieve me of my obligation to continue to make payments
under the payment schedule.
POST MATURITY RATE. The Post Maturity Rate on this Note is the maximum rate
allowed by applicable law. I will pay interest on all sums due after final
maturity, whether by acceleration or otherwise, at that rate, with the exception
of any amounts added to the principal balance of this Note based on Lender's
payment of insurance premiums, which will continue to accrue interest at the
pre-maturity rate.
DEFAULT. I will be in default if any of the following happens: (a) I fail to
make any payment when due. (b) I break any promise I have made to Lender, or I
fail to comply with or to perform when due any other term, obligation,
covenant, or condition contained in this Note or any agreement related to this
Note, or in any other agreement or loan I have with Lender. (c) Any
representation or statement made or furnished to Lender by me or on my behalf
is false or misleading in any material respect either now or at the time made
or furnished. (d) I die or become insolvent, a receiver is appointed for any
part of my property, I make an assignment for the benefit of creditors, or any
proceeding is commenced either by me or against me under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of my property on or in
which Lender has a lien or security interest. This includes a garnishment of
any of my accounts with Lender. (f) Any of the events described in this
default section occurs with respect to any guarantor of this Note.
If any default, other than a default in payment, is curable, it may be cured
(and no event of default will have occurred) if I, after receiving written
notice from Lender demanding cure of such default: (a) cure the default within
(10) days; or (b) if the cure requires more than (10) days, immediately
initiate steps which Lender deems in Lender's sole discretion to be sufficient
to cure the default and thereafter continue and complete all reasonable and
necessary steps sufficient to produce compliance as soon as reasonably
practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which I am responsible
under this Note or any other agreement with Lender pertaining to this loan,
immediately due, without notice, and then I will pay that amount. Lender may
hire an attorney to help collect this Note if I do not pay, and I will pay all
of Lender's attorneys' fees assessed by the court. I also will pay Lender all
other amounts actually incurred by Lender as court costs, lawful fees for
filing, recording, or releasing to any public office any instrument securing
this loan; the reasonable cost actually expended for repossessing, storing,
preparing for sale, and selling any security; and fees for noting a lien on or
transferring a certificate of title to any motor vehicle offered as security
for this loan, or premiums or identifiable charges received in connection with
the sale of authorized insurance. THIS NOTE HAS BEEN DELIVERED TO LENDER AND
ACCEPTED BY LENDER IN THE STATE OF TEXAS. IF THERE IS A LAWSUIT, AND IF THE
TRANSACTION EVIDENCED BY THIS NOTE OCCURRED IN MCLENNAN COUNTY, I AGREE UPON
LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF MCLENNAN
COUNTY, THE STATE OF TEXAS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS.
RIGHT OF SETOFF. I grant to Lender a contractual possessory security interest
in, and hereby assign, convey, deliver, pledge, and transfer to Lender all my
right, title and interest in and to, my accounts with Lender (whether checking,
savings, or some other account), including without limitation all accounts held
jointly with someone else and all accounts I may open in the future, excluding
however all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. I authorize Lender, to the
extent permitted by applicable law, to charge or setoff all sums owning on this
Note against any and all such accounts.
COLLATERAL. To the extent collateral previously has been given to Lender by
any person which may secure this loan, whether directly or indirectly, it is
specifically agreed that all such collateral consisting of household goods or
real property will not secure this loan. In addition, if any collateral
requires the giving of a right of recission under Truth in Lending for this
loan, such collateral also will not secure this loan unless and until all
required notices of that right have been given.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances
under this Note, as well as directions for payment from my accounts, may be
requested orally or in writing by me or by an authorized person. Lender may,
but need not, require that all oral requests be confirmed in writing. I agree
to be liable for all sums either: (a) advanced in accordance with the
instructions of an authorized person or (b) credited to any of my accounts with
Lender. The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements on this Note or by Lender's internal records,
including daily computer print-outs. Lender will have no obligation to advance
funds under this Note if; (a) I or any guarantor is in default under the terms
of this Note or any agreement that I or any guarantor have with Lender,
including any agreement made in connection with the signing of this Note; (b) I
or any guarantor ceases doing business or is insolvent; (c) any guarantor
seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender; or (d) I have applied
funds provided pursuant to this Note for purposes other than those authorized
by Lender. THIS REVOLVING LINE OF CREDIT SHALL NOT BE SUBJECT TO CHAPTER 15,
ARTICLE 5069 V.T.C.S (THE TEXAS CREDIT CODE).
<PAGE> 6
06-27-1996 PROMISSORY NOTE PAGE 2
LOAN NO 3588200 (CONTINUED)
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GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact
will not affect the rest of the Note. In particular, this section means (among
other things) that I do not agree or intend to pay, and Lender does not agree
or intend to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or collect"), any amount in the
nature of interest or in the nature of a fee for this loan, which would in any
way or event (including demand, prepayment, or acceleration) cause Lender to
charge or collect more for this loan than the maximum Lender would be permitted
to charge or collect by federal law or the law of the Sate of Texas (as
applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to me. The right to accelerate maturity of sums due under this Note does not
include the right to accelerate any interest which has not otherwise accrued on
the date of such acceleration, and Lender does not intend to charge or collect
any unearned interest in the event of acceleration. All sums paid or agreed to
be paid to Lender for the use, forbearance or detention of sums due hereunder
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of the loan evidenced by this
Note until payment in full so that the rate or amount of interest on account of
the loan evidenced hereby does not exceed the applicable usury ceiling. Lender
may delay or forgo enforcing any of its rights or remedies under this Note
without losing them. I and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment,
protest, notice of dishonor, notice of intent to accelerate the maturity of
this Note, and notice of acceleration of the maturity of this Note.
Notwithstanding any other provision of this Note, I do not waive any right
accruing to me under the provisions of Article 5069 V.T.C.S. (the Texas Credit
Code). Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
PRIOR TO SIGNING THIS NOTE, I READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. I AGREE TO THE TERMS OF
THE NOTE AND ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THE NOTE.
NOTICE TO CONSUMER: UNDER TEXAS LAW, IF YOU CONSENT TO THIS AGREEMENT, YOU MAY
BE SUBJECT TO A FUTURE RATE AS HIGH AS 24 PERCENT PER YEAR.
BORROWER:
COPY
x
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James R. Clifton, Separate Property
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