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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
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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. William L. Clifton, Jr.,
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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 0
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Number of 8) Shared Voting Power 81,160
Shares
Beneficially ------------------------------------------------------------------
Owned 9) Sole Dispositive Power 0
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10) Shared Dispositive Power 81,160
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11) Aggregate amount beneficially owned by each reporting person
81,160
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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
8.81%
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14) Type of reporting person
IN
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ITEM 1: SECURITY AND ISSUER:
Security: Shares of beneficial interest (only one class)
Issuer: Plymouth Commercial Mortgage Fund
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Page 2
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ITEM 2. YOUR IDENTITY AND BACKGROUND:
a. Name: William L. Clifton, Jr.
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:
One trust for which Mr. Clifton serves as a trustee which owns a total of
31,160 shares of beneficial interest received its shares through debt
forgiveness, the exchange of a limited partnership interest, and by borrowing
from a bank. The exchange of interests is described below in Item 5 and was for
a total of 16,160 Shares. In addition, the trust borrowed $150,000 pursuant to
a line of credit agreement with Central National Bank of Waco to purchase
15,000 shares. The line of credit is maintained by the trust for day to day
business expenses and was not entered into specifically for this purchase. The
borrowing was repaid shortly thereafter.
All the remaining shares of beneficial interest were acquired in exchange for
forgiveness of debt owed by a limited partnership acquired by Plymouth
Commercial Mortgage Fund (as described in item 5 below). No other sources of
funds were utilized.
ITEM 4. PURPOSE OF TRANSACTION:
The purchase was made for investment purposes only and no other related
transaction is contemplated.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
Mr. Clifton owns no shares of beneficial interest ("Shares") of
Plymouth Commercial Mortgage Fund ("Plymouth") directly. He serves as a
trustee for four trusts that own a total of 61,160 Shares and has two children
whose trusts own 10,000 Shares each. Mr. Clifton shares voting power with Mr.
Mr. Goodhue W. Smith, III on three trusts that own a total of 30,000 Shares
and shares voting power on the fourth trust which owns 31,160 Shares with
Ms. Mary Lacy Clifton Chase. Mr. Smith's and Ms. Chase's addresses are as
follows:
Mr. Goodhue W. Smith, III Ms. Mary Lacy Clifton Chase
311 Third St., Suite 300 P.O. Box 7005
San Antonio, Texas 78205 Waco, TX 76714-7005
Mr. Smith is the investment banker who is a principal in the Company that
assisted in the placement of Plymouth's shares and Ms. Chase is a private
investor. Mr. Clifton has no knowledge of any criminal convictions or
securities violations by Mr. Meadows or Ms. Chase during the past
Page 3
<PAGE> 4
five years. Mr. Clifton has no voting power over the Shares owned by his
children's trusts. Mr. Clifton disclaims beneficial ownership of all these
Shares.
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 either cash or Shares for the limited and
general partnership interests and subordinated debt of SWF 1995 Limited
Partnership, a Texas limited partnership. A total of 221,577 Shares were
issued by Plymouth of which 46,160 Shares were issued to the trusts in which
Mr. Clifton is attributed beneficial ownership. The Shares were issued in return
for cancellation of $600,000 in indebtedness and 10 limited partnership units.
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. A trust on which Mr. Clifton serves as a trustee with Ms. Chase
purchased at total of 15,000 additional Shares at a price of $10.00 per Share.
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 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 Mary Lacy
Clifton, A Separate Property Trust 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/ William L. Clifton Jr.
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Printed Name: William L. Clifton, Jr.
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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>
$500,000.00 12-24-1996 12-31-1997 3719300 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.
<TABLE>
<S> <C>
BORROWER: MARY LACY CLIFTON, A SEPARATE PROPERTY TRUST LENDER: CENTRAL NATIONAL BANK
MARY LACY CLIFTON-CHASE, TRUSTEE P.O. BOX 2525
P.O. BOX 7005 8320 W. HWY 84
WACO, TX 76714 WACO, TX 76702-2525
</TABLE>
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<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: $500,000.00 INITIAL RATE: 8.250% DATE OF NOTE: DECEMBER 24, 1996
</TABLE>
PROMISE TO PAY. MARY LACY CLIFTON-CHASE, NOT PERSONALLY BUT AS TRUSTEE ON
BEHALF OF MARY LACY CLIFTON, A SEPARATE PROPERTY TRUST UNDER THE PROVISIONS OF A
TRUST AGREEMENT ("BORROWER") PROMISES TO PAY TO CENTRAL NATIONAL BANK
("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE
PRINCIPAL AMOUNT OF FIVE HUNDRED THOUSAND & 00/100 DOLLARS ($500,000.00) 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.
CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has
been implemented under the "Indicated Rate Ceiling" as referred to in Article
5069-1.04 (a)(1) V.T.C.S. The terms, including the rate, or index, formula, or
provision of law used to compute the rate on the Note, will be subject to
revision as to current and future balances, from time to time by notice from
Lender in compliance with Article 5069-1.04(i) V.T.C.S.
PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING
PRINCIPAL PLUS ALL ACCRUED UNPAID INTEREST ON DECEMBER 31, 1997. IN ADDITION,
BORROWER WILL PAY REGULAR QUARTERLY PAYMENTS OF ACCRUED UNPAID INTEREST
BEGINNING MARCH 31, 1997, 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. Borrower 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.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the 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 Borrower. Lender will tell Borrower the
current index rate upon Borrower's request. Borrower understands 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. Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue to make
payments of accrued unpaid interest. Rather, they will reduce the principal
balance due.
POST MATURITY RATE. The Post Maturity Rate on this Note is the maximum rate
allowed by applicable law. Borrower 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. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails 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
Borrower has with Lender. (c) Any representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf is false or misleading
in any material respect either now or at the time made or furnished. (d)
Borrower becomes insolvent, a receiver is appointed for any part of Borrower's
property, Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency laws. (e) Any creditor tries to take any of Borrower's
property on or in which Lender has a lien or security interest. This includes
a garnishment of any of Borrower's 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 Borrower, after receiving
written notice from Lender demanding cure of such default; (a) cures the
default within ten (10) days; or (b) if the cure requires more than ten (10)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.
LENDERS 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 Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount. Lender may hire an attorney to help collect this Note if Borrower does
not pay, and Borrower will pay Lender's reasonable attorneys' fees. Borrower
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, BORROWER AGREES 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. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower 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. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances
under this Note may be requested orally by Borrower or by an authorized person.
All oral requests shall be confirmed in writing on the day of the request. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following party or
parties are authorized to request advances under the line of credit until
Lender receives from Borrower at Lender's address shown above written notice of
revocation of their authority: MARY LACY CLIFTON-CHASE, TRUSTEE. Borrower
agrees to be liable for all sums either; (a) advanced in accordance with the
instructions of an authorized person or (b) credited to any of Borrower's
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) Borrower or any guarantor is in
default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (b) Borrower 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) Borrower has 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).
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 Borrower does 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 State 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 Borrower. 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. Borrower and any other person who signs,
guarantees or endorses this
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12-24-1996 PROMISSORY NOTE PAGE 2
LOAN NO 3719300 (CONTINUED)
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Note, to the extend 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. 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. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan, or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender's security interest in the collateral
without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made.
TRUSTEES LIABILITY. The Borrower under this Note is Mary Lacy Clifton, A
Separate Property Trust. This Note is executed by Mary Lacy Clifton-Chase, not
personally but as Trustee, in the exercise of the power and authority conferred
upon and vested in Mary Lacy Clifton-Chase as such Trustee, and is payable by
Mary Lacy Clifton-Chase only out of the assets of the Trust described above or
from any collateral for this loan. This limitation, however, shall in no way
modify or discharge the personal liability of any guarantor, co-borrower, or
cosigner of this Note.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
x COPY
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Mary Lacy Clifton-Chase, as Trustee for Mary Lacy Clifton,
A Separate Property Trust
