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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
0-2144
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(Commission File Number)
KENNETH J. HALLIDAY, 5121 BROADWAY,
SAN ANTONIO, TEXAS 78209 (210) 930-1251
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 1, 1998
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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)(3) or (4), check the following box [ ].
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 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).
SEC 1746 (12-91)
Page 1 of 4 Pages
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SCHEDULE 13D/A
COMMISSION FILE NO. 0-2144 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silver Aggressive Growth Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 200,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
200,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.7%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 3
AMENDMENT NO. 1 TO
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is filed as an amendment to the
initial statement on Schedule 13D which was filed with the Securities and
Exchange Commission on February 25, 1997 (the "Initial Schedule 13D") by
Christopher J. Goldsbury, Jr. relating to common shares of beneficial interest,
no par value ("Common Stock"), of Plymouth Commercial Mortgage Fund, a Delaware
business trust (the "Issuer").
As more fully disclosed in Item 4 below, Mr. Goldsbury assigned all of
his ownership interest in the shares of Common Stock to Silver Aggressive
Growth Fund, L.P., a Delaware limited partnership (the "Partnership"). Mr.
Goldsbury is the sole member, sole manager and president of Silver Funds
Management, L.L.C., a Delaware limited liability company (the "General
Partner"), which is the sole general partner of the Partnership. Since Mr.
Goldsbury may be deemed to indirectly beneficially own the shares of Common
Stock assigned to the Partnership (the "Shares"), Mr. Goldsbury and the
Partnership have chosen to satisfy their respective disclosure and filing
obligations by filing this New Schedule 13D (the "New Schedule 13D").
Accordingly, Mr. Goldsbury and the Partnership are filing this Amendment No. 1
to the Initial Schedule 13D to provide for a termination of the Initial
Schedule 13D effective upon the filing of this New Schedule 13D.
Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Initial Schedule 13D. The Initial
Schedule 13D is hereby amended and supplemented as follows:
Item 1. Security and Issuer.
This statement relates to common shares of beneficial interest, no par
value ("Common Stock"), of Plymouth Commercial Mortgage Fund, a Delaware
business trust (the "Issuer"). The principal executive offices of the Issuer
are located at 13333 Blanco Rd., Suite 314, San Antonio, Texas 78216-7756.
Item 2. Identity and Background.
Silver Aggressive Growth Fund, L.P., a Delaware limited partnership
(the "Partnership"), is a private investment fund. The principal business
address of the Partnership is 5121 Broadway, San Antonio, Texas 78209.
Silver Funds Management, L.L.C., a Delaware limited liability
corporation (the "General Partner"), is the general partner of the Partnership.
Christopher Goldsbury, Jr. is the sole member, sole manager and president of
the General Partner. Eric S. Foultz and Kenneth J. Halliday are each executive
officers of the General Partner. The business address of the General Partner
and Messrs. Goldsbury, Foultz and Halliday is 5121 Broadway, San Antonio, Texas
78209. The principal occupation of Mr. Goldsbury is the management of his
personal investments and investments held by his affiliates. The principal
occupation of each of Mr. Foultz and Mr. Halliday is the management of various
investment funds owned or controlled by Mr. Goldsbury.
During the last five years, neither the Partnership, the General
Partner, Mr. Goldsbury, Mr. Foultz nor Mr. Halliday has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither the Partnership, the General Partner, Mr.
Goldsbury, Mr. Foultz nor Mr. Halliday has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Mr. Goldsbury, Mr. Foultz and Mr. Halliday are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
The $2,000,000 used for the purchase of the 200,000 shares of Common
Stock (the "Shares") came from the personal funds of Mr. Goldsbury. Mr.
Goldsbury assigned all of his ownership interest in the Shares to the
Partnership for no consideration.
Page 3 of 4 Pages
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Item 4. Purpose of Transaction.
The purpose of the transaction is an investment in the Common Stock of
the Issuer. Mr. Goldsbury transferred ownership of the Shares to the
Partnership as part of a restructuring and reorganization of his personal
investments and investment funds. As disclosed in Item 2 above, Mr. Goldsbury
is the sole member, sole manager and president of the General Partner. Mr.
Goldsbury also owns in excess of 95% of the limited partnership interests of
the Partnership.
The Partnership has sole voting and dispositive power of the Shares.
As the sole general partner of the Partnership, the General Partner may be
deemed to have sole voting and dispositive power of the Shares. As the sole
member, sole manager and president of the General Partner, Mr. Goldsbury may be
deemed to have sole voting and dispositive power of the Shares.
The Partnership intends to review continuously its investment in the
Issuer. Depending upon future evaluations of the business prospects of the
Issuer and upon other developments, including, but not limited to, general
economic and business conditions and stock market conditions, the Partnership
may determine from time to time to dispose of all or a portion of its shares of
Common Stock.
Item 5. Interest in Securities of the Issuer.
The Partnership owns 200,000 shares of Common Stock (the "Shares"),
which represents 21.7% of the outstanding shares of Common Stock of the Issuer.
On January 1, 1998, Mr. Goldsbury ceased to directly own shares of Common Stock
of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise), including but not limited to transfer or voting of any
Common Stock of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, between the Partnership and any
person with respect to the Common Stock of the Issuer.
Item 7. Material to be Filed as Exhibits.
There are no written agreements relating to the filing of joint
acquisition statements as required by Rule 13d- 1(f) nor are there any written
agreements, contracts, arrangements, understandings, plans or proposals
relating to (i) the borrowing of funds to finance the Partnership's acquisition
of the Shares, (ii) the acquisition of Issuer control, liquidation, sale of
assets, merger, or change in business or corporate structure or (iii) the
transfer or voting of the Shares, finder's fees, joint ventures, options, puts,
calls, guarantees of loans, guarantees against loss or of profit, or the giving
or withholding of any proxy.
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 24, 1998
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SILVER AGGRESSIVE GROWTH FUNDS, L.P.
BY: SILVER FUNDS MANAGEMENT, L.L.C.,
GENERAL PARTNER
By: /s/ Kenneth J. Halliday
---------------------------------
Kenneth J. Halliday
Vice President
Page 4 of 4 Pages
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[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
February 26, 1998
Via Electronic Filing
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Plymouth Commercial Mortgage Fund
Dear Sir or Madam:
On behalf of Silver Aggressive Growth Fund, L.P., transmitted
herewith for electronic filing pursuant to Regulation S-T and the Securities
Exchange Act of 1934, as amended, is an Amendment No. 1 to Schedule 13D. The
filing has been effected through the Securities and Exchange Commission's EDGAR
electronic filing system.
If you should need any additional information, please call the
undersigned or Kerry Radcliffe at (210) 270- 7180.
Very truly yours,
/s/ Darin M. Lippoldt
Darin M. Lippoldt
DML/cah
Enclosure
cc: Kenneth J. Halliday
George W. Scofield (Firm)
Kerry Radcliffe (Firm)
