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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 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.
Mr. Goodhue W. Smith, III
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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 15,500
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8) Shared Voting Power 120,697
Number of
Shares --------------------------------------------------------------
Beneficially 9) Sole Dispositive Power 15,500
Owned
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10) Shared Dispositive Power 120,697
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11) Aggregate amount beneficially owned by each reporting person
136,197
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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
14.02%
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14) Type of reporting person
IN
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Item 1: Security and Issuer:
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Security: Common shares of beneficial interest (only one class)
("Shares")
Issuer: Plymouth Commercial Mortgage Fund ("Plymouth")
Item 2: Your Identity and Background
<TABLE>
<S> <C>
a. Name: Goodhue W. Smith, III
b. Address: Duncan-Smith Co.
311 Third, 3rd Floor
San Antonio, TX 78205
c. Occupation or business: Investment banker
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. Smith owns directly, 10,000 Shares were received
in return for forgiving $100,000 in indebtedness by a limited partnership
acquired by Plymouth. The remaining Shares were purchased using personal
funds.
Of the Shares that are owned SouthWest Federated, Inc. ("SWFI") that
Mr. Smith 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.
The Shares owned by the five trusts on which Mr. Smith serves as a
trustee 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. Smith owns 15,500 Shares directly and has sole voting power over
those Shares. He is a shareholder and 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 a director of one of the
company's wholly owned subsidiaries, SWFI, which owns 20,697 Shares. Mr. Smith
shares voting power with one other director, Robert R. Swendson, for SWFHC and
SWFI.
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Mr. Smith also serves as a trustee to five trusts that each own 10,000 Shares.
For three of the trusts, Mr. Smith shares voting power with Mr. William L.
Clifton, Jr. and for the other two trusts, Mr. Smith shares voting power with
Mr. James R. Clifton. Addresses and occupations for those individuals with
which Mr. Smith shares voting power are listed below:
Robert R. Swendson
13333 Blanco, Ste. 314
San Antonio, TX 78216
President of Greystone Advisers, a registered investment
adviser providing advice on the purchase and settlement
of impaired loans
Mr. William L. Clifton, Jr.
P.O. Box 7005
Waco, TX 76714-7005
Private Investor
Mr. James R. Clifton
P.O. Box 7005
Waco, TX 76714-7005
Private Investor
Mr. Smith has no knowledge of any criminal convictions or securities violations
by Messrs. Swendson and Clifton during the past five years. Mr. Smith
disclaims beneficial ownership of those Shares that he does not own directly.
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.
Plymouth made Shares available in two separate 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 10,000 Shares were issued to Mr. Smith
directly in return for the cancellation of $100,000 in indebtedness due from
SWF95. In addition, 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. Also, 50,000 Shares were issued to
trusts to which Mr. Smith has been attributed beneficial ownership in return
for cancellation of $500,000 in indebtedness from SWF95.
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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. Smith is a director and president of Duncan-Smith
Securities, Inc. In this offering, Mr. Smith purchased 5,500 additional Shares
and SWFI purchased 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. Smith and anyone related to the Shares for which he is attributed
beneficial ownership.
Item 7: Material to be Filed as Exhibit
a)Loan Agreement between SouthWest Federated, Inc. and Shiloh Oil
Corporation dated _?_
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/ Goodhue W. Smith, III
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Printed Name: Goodhue W. Smith, III
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