SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Search Capital Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
812207 40 5
(CUSIP Number)
Timothy G. Ewing
Value Partners, Ltd.
c/o Fisher Ewing Partners
Suite 4660 West
2200 Ross Avenue
Dallas, Texas 75201-2790
(214) 999-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 1996
(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 [ ].
Page 1 of 5 Pages
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CUSIP No. 812207 40 5 Amendment No. 2 Page 2 of 5
(1) Name of Reporting Persons Value Partners, Ltd.
S.S. or I.R.S. Identification Nos. of Above Person 75-2291866
(2) Check the Appropriate Box if a (a)
Member of a Group (See instructions) (b) X
(3) SEC Use Only
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Texas
Number of Shares (7) Sole Voting Power 1,158,376*
Beneficially Owned
By Each Reporting
Person With (8) Shared Voting Power ___________
(9) Sole Dispositive Power 1,158,376*
(10) Shared Dispositive Power ___________
(11) Aggregate Amount Beneficially 1,158,376*
Owned by Each Reporting Person
(12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 28.8%
Amount in Row (11)
(14) Type of Reporting Person (See PN
Instructions)
- ---------------------
* But see item 5
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CUSIP No. 812207 40 5 Amendment No. 2 Page 3 of 5
This statement on Schedule 13D (the "STATEMENT") relating to shares of
the common stock, $.01 par value (the "COMMON STOCK"), of Search Capital Group,
Inc. (the "ISSUER"), is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER
The prior response to Item 1 remains unchanged.
ITEM 2. IDENTITY AND BACKGROUND
The prior response to Item 1 remains unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The prior response to Item 3 is hereby amended and supplemented as
follows:
Between August 15, 1996 and November 22, 1996, Value Partners made the
following purchases of 9%/7% Preferred Stock1 of the Issuer ("CONVERTIBLE
PREFERRED STOCK"):
DATE AMOUNT PRICE PER SHARE
8/16/96 15,000 $2.38
9/11/96 30,000 2.63
9/17/96 8,000 2.44
10/29/96 20,000 2.44
10/30/96 25,000 2.31
11/1/96 34,000 2.31
11/5/96 21,900 2.19
11/6/96 10,000 2.19
11/7/96 15,000 2.06
The funds for all such purchases came from the working capital of Value
Partners.
1 Convertible Preferred Stock is convertible to Common Stock at the ratio of
two (2) shares of Common Stock for each one (1) share of Convertible
Preferred Stock.
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CUSIP No. 812207 40 5 Amendment No. 2 Page 4 of 5
ITEM 4. PURPOSE OF TRANSACTION
The prior response to Item 4 is hereby amended and restated as follows:
Value Partners has acquired the Common Stock beneficially owned by it
solely for investment purposes. Depending on its evaluation of the Issuer, other
investment opportunities, market conditions, and such other factors as it may
deem material, Value Partners may seek to acquire additional shares of Common
Stock in the open market, in private transactions, or otherwise, or may dispose
of all or a portion of the shares of Common Stock owned by it.
Except as set forth above, none of Value Partners, Fisher Ewing, Mr.
Fisher or Mr. Ewing has any plans or proposals of the type referred to in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The response to Item 5(a) is hereby supplemented as follows:
(a) Effective November 22, 1996, the Issuer effected a 1-for-8 reverse
split of its Common Stock and Convertible Preferred Stock. As a result of the
reverse split, Value Partners' beneficial ownership of the Common Stock
decreased from 2,160,174 shares to 270,022 shares and beneficial ownership of
the Convertible Preferred Stock decreased from 3,553,419 shares to 444,177
shares.
For purposes of Rule 13d-3, as of December 13, 1996, Value Partners
beneficially owned an aggregate of 1,158,376 shares of Common Stock,
representing approximately 28.8% of the Common Stock outstanding.
According to representations made by the Issuer as of December 13, 1996,
a total of 3,131,861 shares of the Common Stock were issued and outstanding.
The prior response to Items 5(b) - 5(e) remains unchanged.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The prior response to Item 6 remains unchanged.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The prior response to Item 7 remains unchanged.
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CUSIP No. 812207 40 5 Amendment No. 2 Page 5 of 5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 16, 1996
VALUE PARTNERS, LTD.
By: FISHER EWING PARTNERS
as General Partner
By: /s/ TIMOTHY G. EWING
Timothy G. Ewing
General Partner
