<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
CleveTrust Realty Investors
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(Name of Issuer)
Shares of Beneficial Interest, $1.00 Par Value
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(Title of Class of Securities)
186780-10-2
----------------------------------
(CUSIP Number)
Joseph D. Lehrer, Esq.
10 S. Broadway, Suite 1800 St. Louis, Missouri 63102 (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 1997
---------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (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 filed 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 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).
(Continued on following page(s))
Page 1 of 9 Pages
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
CUSIP NO. 186780-10-2 PAGE 2 OF 9 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil, SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 720,000, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
720,000, subject to the disclaimer contained in Item 5.
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
745,000, subject to the disclaimer contained in Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.50%
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14 TYPE OF REPORTING PERSON *
IN
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<PAGE> 3
CUSIP NO. 186780-10-2 Page 3 of 9
AMENDMENT NO. 6 TO SCHEDULE 13D
ITEM 1. Security and Issuer.
The Reporting Person reported the acquisition of shares of Beneficial
Interest, $1.00 par value ("Beneficial Interest") of CleveTrust Realty
Investors, a Massachusetts business trust (the "Issuer"), 2001 Crocker Road,
Suite 400, Westlake, Ohio 44145, in an initial filing of this Schedule 13D on
July 26, 1991, as amended by Amendment No. 1 filed December 17, 1991, Amendment
No. 2 filed on November 2, 1992, Amendment No. 3 filed on December 31, 1992,
Amendment No. 4 filed on January 12, 1994, and Amendment No. 5 filed on
February 18, 1994.
ITEM 2. Identity and Background.
Item 2 of the Schedule 13D as originally filed reported the following:
(a) John D. Weil ("Reporting Person");
(b) 200 N. Broadway, Suite 825, St. Louis, Missouri 63102;
(c) Self-employed investor, 200 N. Broadway, Suite 825, St. Louis,
Missouri 63102;
(d) No;
(e) No;
(f) U.S.A.
Item 2 is hereby amended by the addition of the following:
On February 19,1997, the Issuer and those persons identified on
Exhibit 1 to this Amendment No. 6 (the "Shareholder Parties") entered into a
letter of intent (the "Letter of Intent") with RM Crowe Company ("RMC"). The
Reporting Person is included in the Shareholder Parties. The Letter of Intent
provides that RMC, the Issuer and the Shareholder Parties intend to negotiate
definitive agreements for RMC to acquire all of the outstanding shares of
Beneficial Interest of the Issuer at a price of $6.42 per share, in cash.
The Letter of Intent provides that RMC shall have until March 31,
1997, to conduct a due diligence investigation. To evidence its good faith,
RMC has deposited Three Hundred Thousand Dollars ($300,000) in an escrow
account (the "Escrow Deposit"). RMC has the sole discretion to terminate the
Letter of Intent on or before March 31, 1997, and the Escrow Deposit will be
refunded. Assuming RMC does not terminate the Letter of Intent on or before
March 31, 1997 and RMC satisfactorily completes its due diligence, the Escrow
Deposit will become nonrefundable except in certain specified instances. The
Issuer, RMC and the Shareholder Parties intend to enter into mutually
acceptable definitive agreements providing for the share purchase. It is
anticipated that, if the principal parties execute a definitive agreement, RMC
would make a tender offer for all of the Issuer s shares in April, 1997. The
Trustees of the Issuer have unanimously approved the terms of the Letter of
Intent and have agreed, in the event a definitive agreement is executed by the
Issuer, they will enter into an agreement to tender the shares they own in the
tender offer. It is anticipated that the Issuer's Board of Trustees will
unanimously
<PAGE> 4
CUSIP NO. 186780-10-2 Page 4 of 9
recommend acceptance of the tender offer to the shareholders once the
definitive agreement is executed.
The Letter of Intent provides that it may be terminated in certain
circumstances. The Issuer has the right to terminate the Letter of Intent if
RMC is unable to furnish it with evidence of preliminary approval of RMC's
financing for the transaction on or before March 10, 1997.
The Letter of Intent states that it is expected that the definitive
agreements will provide that RMC need not consummate the tender offer unless at
least 90% of the outstanding shares are tendered. RMC has indicated to the
Issuer that, if the tender offer is completed, RMC may desire to complete a
merger to acquire, for the same consideration per share as paid in the tender
offer, any shares not tendered. The consummation of the tender offer will be
subject to the condition, among others, that, if necessary, the Issuer will
adopt an amendment to its declaration of trust to permit such a merger.
As a result of the execution of the Letter of Intent, the Shareholder
Parties might be deemed to have acquired beneficial ownership of all of the
shares of Beneficial Interest of the Issuer that are subject to the Letter of
Intent as a "group" pursuant to Rule 13d-5(b)(1) under the Securities Exchange
Act of 1934 (the "Exchange Act"). The Reporting Person expressly disclaims any
beneficial ownership interest in shares held by the other Shareholder Parties.
Nothing contained in this Amendment No. 6 should be deemed to be an admission
by the Reporting Person that a "group" exists within the meaning of Rule
13d-5(b)(1) of the Exchange Act as a result of the Letter of Intent.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D as originally filed reported the following:
All shares of Beneficial Interest of the Issuer were purchased with
the funds of the owners of the shares of Beneficial Interest listed in Item 5.
All purchases of the shares of Beneficial Interest of the Issuer were made by
purchases at prevailing market prices as quoted by the National Association of
Securities Dealers, Inc.
Item 3 is not amended hereby.
ITEM 4. Purpose of the Transaction.
Item 4 of the Schedule 13D as originally filed reported the following:
The owners listed in Item 5 purchased the shares of Beneficial
Interest of the Issuer for general investment purposes. The owners listed in
Item 5 may acquire additional shares of Beneficial Interest of the Issuer, or
may dispose of shares of Beneficial Interest of the Issuer, based upon their
respective investment decisions. In May, 1991, the Reporting Person was
contacted by the Issuer regarding a vacancy on the expanded Board of Trustees
of the Issuer. By action of the Board of Trustees of the Issuer on June 3,
1991, the Reporting Person was elected to fill such vacancy on the Board of
Trustees of the Issuer. The Reporting Person shall attend his first meeting of
the Board of Trustees of the Issuer on August 6, 1991. Otherwise, it is not
contemplated that any of the acquisitions reported hereunder or any future
acquisitions will result
<PAGE> 5
CUSIP NO. 186780-10-2 Page 5 of 9
in any change in the present Board of Trustees or management of the Issuer.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(b) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) any material change in the present capitalization or dividend
policy of the Issuer;
(d) any other material change in the Issuer's business or
corporate structure;
(e) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(f) causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be quoted in
an inter-dealer quotation system of a registered national
securities association;
(g) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act; or
(h) any action similar to those enumerated above.
Item 4 is hereby amended and restated in its entirety as follows:
The owners listed in Item 5 acquired the subject securities for
investment. As described in Item 2 above, the Reporting Person is party to the
Letter of Intent. If the tender offer contemplated by the Letter of
Intent is completed, the Reporting Person will dispose of all shares of
Beneficial Interest in the Issuer of which the Reporting Person is the
beneficial owner. The Letter of Intent also contemplates possible merger of
the Issuer with another entity and payment to all other shareholders of the
same cash consideration per share as in the tender offer. The Letter of Intent
provides that RMC shall be entitled to appoint new trustees of the Issuer upon
consummation of the tender offer. If the tender offer is completed and the
merger is not completed, the shares of Beneficial Interest may no longer be
eligible for trading in any recognized market and the Issuer may be eligible to
terminate its registration and reporting under the Exchange Act, depending on
the number of shareholders of the Issuer after the tender offer.
ITEM 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D as originally filed reported the following:
(a) Subject to the disclaimer of beneficial ownership hereinafter
set forth, the Reporting Person hereby reports beneficial
ownership of 103,500 shares of Beneficial Interest in the
manner hereinafter described:
<PAGE> 6
CUSIP NO. 186780-10-2 Page 6 of 9
<TABLE>
<CAPTION>
Percentage of
Relationship to Number Outstanding
Shares Held in Name of Reporting Person of Shares Securities
---------------------- ---------------- --------- ----------
<S> <C> <C> <C>
John D. Weil Reporting Person 98,500 5.25%
John D. Weil, Trustee for Gideon J. Weil, Trust for Son 5,000 .03%
ex. by Richard K. Weil
------- -----
TOTAL 103,500 5.28%
------- =====
</TABLE>
The foregoing percentages assume that the Issuer has 1,956,772 shares of
Beneficial Interest outstanding.
All shares held in the name of the family trust specified in Item 5 are
reported as beneficially owned by the Reporting Person because as Trustee of
such trust the Reporting Person has voting and investment power with respect to
the shares of Beneficial Interest owned by such trust.
AS PROVIDED IN S.E.C. REGULATION #240.13d-4, THE REPORTING PERSON HEREBY
DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT HE IS,
FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE ACT, THE
BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which
there is sole power to vote or direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the
disposition, is the same as in paragraph (a).
(c)
<TABLE>
<CAPTION>
Purchase in the Number of Net Price Per Transaction
Name of Date Shares Share Made Through
------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
John D. Weil 7/24/91 5,000 2 9/16 Jefferies & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 5 is hereby amended and restated in its entirety as follows:
(a) Subject to the disclaimer of beneficial ownership hereinafter
set forth, the Reporting Person hereby reports beneficial
ownership of 745,000 shares of Beneficial Interest in the
manner hereinafter described:
<PAGE> 7
CUSIP NO. 186780-10-2 Page 7 of 9
<TABLE>
<CAPTION>
Percentage of
Relationship to Number Outstanding
Shares Held in Name of Reporting Person of Shares Securities
---------------------- ---------------- --------- ----------
<S> <C> <C> <C>
Woodbourne Development, L.P.(1) Limited Partnership
Controlled by
Reporting Person 710,000 13.82%
Victoria L. Weil Daughter 25,000 .49%
Clayton Management Company Corporation
Controlled by
Reporting Person 10,000 .19%
------- ------
TOTAL 745,000 14.50%
======= ======
</TABLE>
The foregoing percentages assume that the Issuer has 5,136,616 shares of
Beneficial Interest outstanding.
All shares held in the name of family members of the Reporting Person
are reported as beneficially owned by the Reporting Person because those family
members may seek investment advise or voting advice of the Reporting Person. All
shares held in the name of the limited partnership controlled by the Reporting
Person are reported as beneficially owned by the Reporting Person because, as
sole shareholder of the corporate general partner of such limited partnership,
the Reporting Person has voting and investment power with respect to the shares
owned by such limited partnership. All shares held in the name of the
corporation controlled by the Reporting Person are reported as beneficially
owned by the Reporting Person because, as sole shareholder, director and officer
of such corporation, the Reporting Person has voting and investment power with
respect to the shares owned by such corporation. Except for Beneficial Interest
held in the name of the partnership controlled by the Reporting Person, or in
the name of the corporation controlled by the Reporting Person, there is no
written document or agreement conferring the right of the Reporting Person to
acquire or dispose of the Beneficial Interest or giving the Reporting Person the
right to vote such shares of Beneficial Interest.
AS PROVIDED IN S.E.C. REGULATION #240.13d-4, THE REPORTING PERSON HEREBY
DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT HE IS,
FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE ACT, THE
BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
- ----------------------
(1) On November 1, 1996, all shares of Beneficial Interest previously reported
as beneficially owned by the Reporting Person, members of his family (other
than shares held by the Reporting Person s daughter as reported in Item 5) or
family trusts were transferred to Woodbourne Development, L.P.
<PAGE> 8
CUSIP NO. 186780-10-2 Page 8 of 9
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which
there is sole power to vote or direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the
disposition, is the same as in paragraph (a).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D as originally filed reported to following:
The Reporting Person is Trustee of the trust mentioned in Item 5.
Item 6 is hereby amended by the addition of the following:
See Item 2 for a description of the Letter of Intent.
ITEM 7. Material to be Filed as Exhibits.
No material exhibits were filed under Item 7 of the Schedule 13D as originally
filed.
Item 7 is hereby amended by the addition of the following:
The Letter of Intent is filed herewith as an exhibit to this Amendment
No. 6 by reference to Exhibit 1 to Amendment No. 3 to statement on Schedule 13D
filed with respect to the Issuer by Robert H. Kanner Deferred Compensation
Trust B and Buckeye Business Products Bargaining Unit Pension Trust.
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.
/s/ John D. Weil
------------------------------------
John D. Weil
March 14, 1997
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CUSIP NO. 186780-10-2 Page 9 of 9
EXHIBIT 1
PARTIES TO LETTER OF INTENT
Howard Amster
Robert H. Kanner
Leighton A. Rosenthal
John D. Weil
John C. Kikol
