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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)
November 26, 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 13 Pages
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1) Your name and social security number or IRS Identification No.
Robert R. Swendson
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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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Page 1
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7) Sole Voting Power 10,050
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Number of 8) Shared Voting Power 80,747
Shares
Beneficially ----------------------------------------------------------
Owned 9) Sole Dispositive Power 10,050
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10) Shared Dispositive Power 80,747
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11) Aggregate amount beneficially owned by each reporting person
80,747
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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
8.31%
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14) Type of reporting person
IN
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Item 1: Security and Issuer:
Security: Common shares of beneficial interest (only one class)
("Shares")
Issuer: Plymouth Commercial Mortgage Fund
("Plymouth")
Item 2: Your Identity and Background
<TABLE>
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a. Name: Robert R. Swendson
b. Address: Greystone Advisers, Inc.
13333 Blanco, Ste. 314
San Antonio, TX 78216
c. Occupation or business: Investment adviser
d. Convictions within past 5 years: None
e. Securities violations within the past 5 years: None
</TABLE>
Item 3: Source and Amount of Funds or other consideration:
Of the Shares that Mr. Swendson owns directly, 50 Shares were
purchased using personal funds. The remaining 10,000 Shares were purchased
using a line of credit advanced by Broadway National Bank of San Antonio,
Texas.
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Of the Shares that are owned SouthWest Federated, Inc. ("SWFI") that
Mr. Swendson has been attributed beneficial ownership, 5,697 Shares were
received in return for the company's general partnership interest in a limited
partnership acquired by Plymouth (see item 5 below). SWFI borrowed $150,000
from Shiloh Oil Corporation to purchase its remaining 15,000 Shares.
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. Swendson owns 10,050 Shares directly and has sole voting power
over those Shares. He is a shareholder, president/chief executive officer, and
a director of a Delaware corporation, SouthWest Federated Holding Company
("SWFHC"), that holds the right to purchase up to 50,000 Shares before May 22,
1997 and is president and a director of one of the company's wholly owned
subsidiaries, SWFI, which owns 20,697 Shares. Mr. Swendson shares voting power
with one other director, Goodhue W. Smith, III, for both SWFHC and SWFI. Mr.
Smith is an investment banker. His address is 311 Third Street, 3rd Floor, San
Antonio, TX 78205. Mr. Swendson has no knowledge of any criminal convictions
or securities violations by Mr. Smith during the past five years. Mr. Swendson
disclaims beneficial ownership of those Shares that he does not own directly.
Mr. Swendson initially capitalized Plymouth by purchasing 50 Shares at
$10 apiece on September 3, 1996. Plymouth then made Shares available to the
public in two separate private transactions during 1996, 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 20,697 Shares were issued to SWFI in return for its general
partnership interest in SWF95. Of these Shares, 15,000 were exchanged with an
individual in return for forgiveness of $150,000 in indebtedness owed by SWFI
on or about November 27, 1996.
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-Swendson Securities, Inc. a Texas corporation and a broker/dealer
registered with the National Association of Securities Dealers conducted the
Equity Offering. In this offering, Mr. Swendson purchased 10,000 Shares and
SWFI purchased 15,000 Shares at a price of $10.00 per Share.
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SWFHC acquired the right to purchase 50,000 Shares in return for
advancing $250,000 on a short-term line of credit to Plymouth on September 22,
1995. The line of credit was subordinate to a $1,800,000 senior credit
facility and was used for working capital purposes. The rights allow the
holder to purchase the Shares at any time up until May 22, 1997 at Plymouth's
then current net asset value per Share. To date, none of the rights have been
exercised.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understanding or relationships between
Mr. Swendson 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 agreement between Robert R. Swendson and Broadway
National Bank dated December 30, 1996.
b)Letter agreement with Shiloh Oil Corporation and SouthWest
Federated, Inc. dated December 23, 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: March 7, 1997
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Signature: /s/ Robert R. Swendson, III
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Printed Name: Robert R. Swendson, III
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References in the shaded are for Lender's use only and do not limit the
applicability of this document for any particular loan or item.
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Borrower: Robert R. Swendson Lender: Broadway National Bank
13333 Blanco Road Suite 314 1177 N.E. Loop 410 at Nacogdoches RD
San Antonio, TX 78216 P.O. Box 17001
San Antonio, TX 78217
</TABLE>
<TABLE>
<S> <C> <C>
Principal Amount: $100,000.00 Interest Rate: 10.000% Date of Note: December 30, 1996
</TABLE>
PROMISE TO PAY. I and all cosigners signing this Note promise to pay to
BROADWAY NATIONAL BANK ("Lender"), or order, in lawful money of the United
States of America, the principal amount of One Hundred Thousand & 00/100
dollars ($100,000.00), together with interest at the rate of 10.000% per annum
on the unpaid principal balance from December 30, 1996, until maturity.
PAYMENT. I will pay this loan in one principal payment of $100,000.00 plus
interest on January 10, 1998. This payment due January 10, 1998, will be for
all principal and accrued interest not yet paid. In addition, I will pay
regular quarterly payments of all accrued unpaid interest due as of each
payment date, beginning April 1, 1997, with all subsequent interest payments to
be due on the same day of each quarter after that. Interest on this Note is
computed on a 365/365 simple interest basis; this is, by applying the ratio of
the annual interest rate over the number of days in a year (366 during leap
years), 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.
AMOUNT FINANCED. The Amount Financed un the Note is $100,000.00
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,
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 18.000% per annum, I
will pay interest on all sums due after final maturity, whether by acceleration
or otherwise, a that rate, with the exception of any amounts added to the
principal balance of the Note based on Lender' 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 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 included 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. (g) Lender in good faith
deems itself insecure.
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
fifteen (15) days; or (b) if the cure requires more than fifteen (15) 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
reasonable 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 BEXAR County, I agree upon
Lender's request to submit to the jurisdiction of the courts of BEXAR County,
the State Of Texas. This Notice 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
rights, 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 SET OFF all sums
owing on this Notice 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 rescission 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.
GENERAL PROVISIONS NOTICE: Under no circumstances (and notwithstanding any
other provisions of this Note) shall the interest charged, collected, or
contracted for on this Note exceed the maximum rate permitted b law. The term
"maximum rate permitted by law" as used in this Note means the greater of (a)
the maximum rate of interest permitted under federal or other law applicable to
the indebtedness evidence by this Note or (b) the higher, as of the date of this
Note, of the "Indicated Rate Ceiling; or the "Quarterly Ceiling" as referred to
in Article 50269-1.94 (a)(1) and Article 5069-1.04 (a)(2) respectively,
V.T.C.S. 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 that 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 me. The right
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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 sue, 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 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 endorse this Note, to the extent allowed by law, waive,
presentment, demand for payment, protest, notice of dishonor, notice of intent
or 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. The obligations under this Note are joint and several. This
means that the words "I", "me", and "my" mean each and all of the person
signing below.
PRIOR TO SIGNING THIS NOTE, I, AND EACH OF US, READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE AND THE NOTICE TO COSIGNER SET FORTH BELOW. I, AND EACH
OF US, AGREE TO THE TERMS OF THE NOTE AND ACKNOWLEDGE RECEIPT OF A COMPLETED
COPY OF THE NOTE.
BORROWER:
/s/ Robert R. Swendson
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ROBERT R. SWENDSON
COSIGNER PROVISIONS
For good and valuable consideration, the receipt and sufficiency of which is
acknowledged, I GOODHUE W. SMITH, III, unconditionally promise and agree to pay
the indebtedness of this Note in accordance with its terms, along with any
additional sums becoming due pursuant to the terms of this Note or any related
security agreements or other documents, and any renewals, extensions,
modifications and rearrangements of such indebtedness and obligations. I have
read this Note and I agree to all of its terms, agreements and waivers. In
addition, I specifically consent to and waive notice of (i) any future
renewals, extensions or modifications of the indebtedness and obligations, and
(ii) any release or modification of the security or collateral for this Note.
/s/ Goodhue W. Smith, III
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GOODHUE W. SMITH, III
NOTICE TO COSIGNOR
You are being asked to guarantee this debt. Think carefully before you do. If
the borrower doesn't pay the debt, you will have to. Be sure you can afford to
pay if you have to, and that you want to accept this responsibility.
You may have to pay up to the full amount of the debt if the borrower does not
pay. You may also have to pay late fees or lawful collection costs, which
increase this amount.
The lender can collect this debt from you without first trying to collect from
the borrower. The lender can use the same collection methods against that can
be used against the borrower, such as suing you, etc. If this debt is ever in
default, that fact may become a part of YOUR credit record.
This notice is not the contract that makes you liable for the debt.
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PROMISSORY NOTE
NOTE DATE: DECEMBER 23, 1996 LOAN AMOUNT: $150,000.00
MATURITY DATE: JUNE 30, 1997 NOTE NUMBER: SWF 1
Lender's Name and Address ("You" means the Lender, its successors and
assigns.)
Shiloh Oil Corporation
9520 N. May Avenue
Oklahoma City, Oklahoma 73210
Borrower's Name and Address ("I" includes each Borrower below, jointly and
severally.)
South West Federated, Inc.
Robert R. Swendson
Goodhue Smith, III
13333 Blanco Road, Suite 314
San Antonio, Texas 78216
NOTE For value received, I promise to pay to your, or your order, at your
address above, the principal sum of One Hundred Fifty Thousand and No/100
Dollars ($150,000.00), plus interest from December 23, 1996 at the rate of 12%
per year until June 30, 1997.
PAYMENTS: I will pay this note as follows:
In 1 payment of unpaid principal plus accrued interest on or before June 30,
1997.
INTEREST: Interest accrues on a daily basis.
POST-MATURITY INTEREST: Interest will accrue at the rate of 18% per year on the
balance of this note not paid at maturity, including maturity by acceleration.
SECURITY: This loan is not further secured.
SIGNATURES - I AGREE TO THE TERMS SET OUT IN THIS AGREEMENT. I HAVE RECEIVED A
COPY OF THIS DOCUMENT.
South West Federated, Inc.
/s/ Robert R. Swendson
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Robert R. Swendson, President
/s/ Robert R., Swendson
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Robert R. Swendson, Individually
/s/ Goodhue Smith III
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Goodhue Smith, III, Individually
