<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
SEARCH FINANCIAL SERVICES, INC.
-------------------------------
(Name of Issuer)
9%/7% Convertible Preferred Stock, Par Value $.01 Per Share
-----------------------------------------------------------
(Title of Class of Securities)
812209203
-------------
(CUSIP Number)
Mr. Arthur C. Roselle
R-H Capital Partners, L.P.
3333 Peachtree Road, N.E.
Atlanta, Georgia 30326 (404) 266-6943
---------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 25, 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 / /.
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.
(Continued on Following Pages)
(Page 1 of 22 Pages)
<PAGE>
- ------------------- ------------------
CUSIP No. 812209203 13D Page 2 of 22 Pages
- ------------------- ------------------
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
R-H Capital Partners, L.P.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS SC
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /X/
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER 153,642
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER 153,642
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,642
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON* PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
(Page 2 of 22 Pages)
<PAGE>
- ------------------- ------------------
CUSIP No. 812209203 13D Page 3 of 22 Pages
- ------------------- ------------------
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
R-H/Travelers, L.P.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /X/
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER 153,642
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER 153,642
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,642
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON* PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
(Page 3 of 22 Pages)
<PAGE>
- ------------------- ------------------
CUSIP No. 812209203 13D Page 4 of 22 Pages
- ------------------- ------------------
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
R-H Capital, Inc., 58-2179723
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /X/
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER 153,642
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER 153,642
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,642
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
(Page 4 of 22 Pages)
<PAGE>
- ------------------- ------------------
CUSIP No. 812209203 13D Page 5 of 22 Pages
- ------------------- ------------------
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Salomon Smith Barney Holdings Inc., 22-1660266
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /X/
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER 153,681
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER 153,681
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,681
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON* CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
(Page 5 of 22 Pages)
<PAGE>
- ------------------- ------------------
CUSIP No. 812209203 13D Page 6 of 22 Pages
- ------------------- ------------------
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Travelers Group Inc., 52-1568099
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /X/
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER 153,681
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER 153,681
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,681
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON* CO HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
(Page 6 of 22 Pages)
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the 9%/7%
convertible preferred stock, par value $.01 per share (the "Preferred Stock"),
of Search Financial Services, Inc. (formerly known as Search Capital Group,
Inc.), a Delaware corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 700 North Pearl Street, Suite 400, Dallas, Texas
75201.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f) This Statement on Schedule 13D is being filed by R-H
Capital Partners, L.P., a Delaware limited partnership ("R-H Partners"),
R-H/Travelers, L.P., a Delaware limited partnership ("R-H/Travelers"), R-H
Capital, Inc., a Delaware corporation ("R-H Inc."), Salomon Smith Barney
Holdings Inc. (formerly known as Salomon Inc), a Delaware corporation ("SSB
Holdings"), and Travelers Group Inc., a Delaware corporation ("Travelers"). All
of the Preferred Stock reported herein is directly beneficially owned by R-H
Capital or in an account managed by Smith Barney Inc., a Delaware corporation
and a wholly owned subsidiary of SSB Holdings.
The general partner of R-H Partners is R-H/Travelers. The general partner
of R-H/Travelers is R-H Inc. R-H Inc. is a wholly owned subsidiary of SSB
Holdings, which is a wholly owned subsidiary of Travelers. The principal
business of R-H Partners is acquiring, holding and disposing of securities and
engaging in such activities in connection therewith as R-H/Travelers, as general
partner, deems necessary, advisable or incidental to the foregoing. The
principal business of R-H/Travelers is to act as a general partner of R-H
Partners, and to engage in such activities in connection therewith as R-H Inc.,
as general partner, deems necessary, advisable or incidental to the foregoing.
The principal business of R-H Inc. is to serve as general partner of
R-H/Travelers and to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware. The principal
business of SSB Holdings is the ownership of subsidiaries in the investment and
asset management services and commodities businesses. Travelers is a diversified
financial services company engaged, through its subsidiaries, in investment and
asset management services, consumer finance services and life and
property-casualty insurance services.
The principal executive offices of R-H Partners, R-H/Travelers and R-H Inc.
are located, and the principal business of each is conducted, at 3333 Peachtree
Road, NE, Atlanta, Georgia 30326. The principal executive offices of SSB
Holdings and Travelers are located, and the principal business of each is
conducted, at 388 Greenwich Street, New York, New York 10013.
R-H Partners, R-H/Travelers, R-H Inc., SSB Holdings and Travelers are
referred to herein collectively as the "Reporting Persons."
(Page 7 of 22 Pages)
<PAGE>
Certain information with respect to the directors and executive officers
of R-H Inc. and Travelers is set forth on Exhibit 99.1 attached hereto,
including each director's and executive officer's business address, present
principal occupation or employment, citizenship and other information, which
information is incorporated herein by reference.
(d) and (e) On May 20, 1992, Salomon Brothers Inc ("SBI") and SSB
Holdings, (together with SBI, "Salomon") consented, without admitting or denying
any of the allegations of the concurrently filed complaint, to the entry of a
Final Judgment of Permanent Injunction and Other Relief (the "Final Judgment")
in settlement of an action arising out of alleged misconduct in auctions of U.S.
Treasury securities and government securities trading, brought by the Securities
and Exchange Commission (the "SEC") in the United States District Court for the
Southern District of New York, entitled SECURITIES AND EXCHANGE COMMISSION V.
SALOMON INC. AND SALOMON BROTHERS INC (92 Civ. 3691 and Securities and Exchange
Act Release No. 30721 (May 20, 1992)) (the "Treasury Matter"). Among other
things, the Final Judgment enjoins Salomon from violations of Section 17(a) of
the Securities Act of 1933 (the "1933 Act"), Sections 10(b), 15(c)(1) and 17(a)
of the Securities Exchange Act of 1934 (the "1934 Act"), and rules 10b-5,
15c1-2, 17a-3 and 17a-4 promulgated thereunder. Pursuant to the settlement,
Salomon was required to pay a total amount of $290,000,000, with $100,000,000
going to a fund for the payment of private claims for compensatory damages
arising out of the U.S. Treasury auction and related matters and $190,000,000 to
the United States in payment of civil penalties under the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 and a forfeiture of assets to and
settlement of claims with the Department of Justice against SBI. On the same
day, in other related actions solely involving SBI, the SEC instituted and
settled an administrative proceeding relating to a failure to supervise the
persons responsible for the alleged misconduct, the Federal Reserve Bank of New
York announced the continuation of SBI's primary dealer designation but a
cessation of its trading activity until August 3, 1992, and the Department of
Treasury announced that SBI would be permitted to resume bidding for customers
on August 3, 1992, having restricted SBI to purchasing securities for its own
account in U.S. Treasury auctions since August 18, 1991.
In January and February 1993, SBI, without admitting or denying any
allegations, entered into consent agreements and, in some states, consent orders
with 41 state securities regulators in settlement of certain claims in respect
of SBI's state broker-dealer registrations arising out of SBI's activities
described in the Treasury Matter. Pursuant to the settlement with the states,
SBI agreed, among other things, to (i) comply with those provisions of the order
issued by the SEC in the Treasury Matter that imposed remedial sanctions with
respect to alleged violations of securities laws by former personnel of SBI in
auctions for United States Treasury Securities during 1990 and 1991; (ii) pay
$50,000 to each state participant in the settlement as reimbursement for costs
of investigation related to the Treasury Matter; and (iii)
(Page 8 of 22 Pages)
<PAGE>
with respect to some states, contribute $2,000,000 to a multi-state investor
protection trust fund to be created for the purpose of providing funds for
projects promoting the cause of investor protection.
On July 17, 1996, the Department of Justice filed a civil complaint in the
Southern District of New York alleging that SBI, Smith Barney Inc. and 22 other
broker/dealers, as well as unnamed co-conspirators, violated section 1 of the
Sherman Act in conjunction with the trading of Nasdaq securities. A proposed
settlement with all 24 defendants was filed concurrently. The proposed
settlement did not contain any admission of liability; it also did not include
any fine, penalty or injunction. Under the proposed settlement, the defendants
agreed, among other things, to institute specified antitrust compliance
procedures on their over-the-counter desks, with the court retaining
jurisdiction for enforcement of the settlement agreement, including punishment
by contempt. In April 1997, the U.S. District Court for the Southern District
of New York approved the settlement. In May 1997, the plaintiffs in a related
civil class action challenged certain provisions of the settlement.
On August 26, 1996, the SEC simultaneously instituted a cease-and-desist
proceeding pursuant to Section 21C of the 1934 Act against SSB Holdings and
accepted SSB Holdings's Offer of Settlement. SSB Holdings, by its Offer of
Settlement, consented to the imposition of a cease-and-desist order and the
entry of the findings therein without admitting or denying such findings. The
SEC found that SSB Holdings had violated Section 13(b)(2) of the 1934 Act.
Specifically, the SEC determined that SSB Holdings had failed to perform
thorough and timely reconciliations of its balance sheet accounts to supporting
documentation, and thus failed to identify on a timely basis erroneous entries
made by its staff. Moreover, SSB Holdings had failed to ensure that correction
procedures were properly implemented in London, in part by failing to train
adequately its staff to use a new automated system. These failures resulted in
the overstatement of assets and income on the books, records, and accounts of
SSB Holdings and its subsidiaries. In determining to accept SSB Holdings's
Offer of Settlement, the SEC considered remedial acts promptly undertaken by SSB
Holdings and cooperation afforded the SEC staff.
Except as set forth or incorporated by reference herein, during the last
five years, none of Travelers, SSB Holdings, R-H Inc., R-H/Travelers, R-H
Partners or, to the best knowledge of Travelers, any of the persons listed in
Exhibit 99.1 hereto, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or 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 any material judgment, decree
or final order
(Page 9 of 22 Pages)
<PAGE>
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
R-H Partners purchased an aggregate of $2,750,000 principal amount of the
10.0% senior subordinated notes due October 16, 2000 of Dealers Alliance Credit
Corp. (the "Notes") and warrants to purchase an aggregate of 12,369 shares of
common stock of Dealers Alliance Credit Corp. (the "Warrants") on October 16,
1995 and December 21, 1995, for aggregate consideration of $2,750,000. On
August 2, 1996, Dealers Alliance Credit Corp. entered into an Asset Acquisition
Agreement (the "Asset Acquisition Agreement") with the Issuer and Search Funding
IV, Inc. pursuant to which Dealers Alliance Credit Corp. sold substantially all
of its assets to Search Funding IV, Inc., a wholly-owned subsidiary of the
Issuer. In connection with the Asset Acquisition Agreement, R-H Partners
entered into a Sub-Debt Acquisition Agreement, dated August 2, 1996, by and
among the Issuer, R-H Partners, Kellett Investment Corporation and Search
Funding IV, Inc. pursuant to which Search Funding IV, Inc. purchased the Notes
and Warrants from R-H Partners. The aggregate purchase price paid to R-H
Partners for the Notes and the Warrants was 1,229,141 shares of series B 9%/7%
convertible preferred stock, of the issuer. Effective November 25, 1996, all
outstanding shares of such B Series 9%/7% convertible preferred stock were
converted into shares of Preferred Stock on a one-for-on basis. On November 21,
1996, the Issuer effected a one-for-eight reverse stock split of the Preferred
Stock which had the effect of decreasing the number of shares owned by R-H
Partners to 153,642 shares.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the shares of Preferred Stock by R-H Capital occurred in
connection with the sale of the assets of Dealers Alliance Credit Corp.
Each of the Reporting Persons reviews its holdings with respect to the
Issuer on a continuing basis. Depending on such evaluations of the Issuer's
business and prospects, and upon future developments (including, but not
limited to, market prices of the Preferred Stock and availability and
alternative uses of funds, as well as conditions in the securities markets
and general economic and industry conditions), each such Reporting Person
may acquire other securities of the Issuer or sell all or a portion of its
Preferred Stock or other securities of the issuer, now owned or hereafter
acquired. Except as otherwise described herein, none of the Reporting
Persons has any plans or proposals relating to or which would result in any
of the transactions described in Items 4 (a)-(j) of Schedule 13D.
(Page 10 of 22 Pages)
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) By reason of their relationship, R-H/Travelers, R-H Inc.,
SSB Holding and Travelers may be deemed to share voting and dispositive power
with respect to shares of Preferred Stock directly owned by R-H Partners. SSB
Holdings and Travelers may be deemed to have an indirect beneficial interest in
the shares of Preferred Stock held in an account managed by Smith Barney Inc.
As of November 28, 1997, R-H Partners, R-H Travelers and R-H Inc. may be
deemed to beneficially own 153,642 shares of Preferred Stock, which represents
6.3% of the outstanding shares of Preferred Stock (based on 2,456,000 shares of
Preferred Stock outstanding as of November 11, 1997, as reported by the Issuer).
As of November 28, 1997, TRV and SSB Holdings may be deemed to beneficially own
153,681 shares of Preferred Stock, which represents 6.3% of the outstanding
shares of Preferred Stock (based on 2,456,000 shares of Preferred Stock
outstanding as of November 11, 1997, as reported by the Issuer).
Except as set forth or incorporated by reference herein, none of Travelers,
SSB Holdings, R-H Partners, R-H Travelers, R-H Inc. or, to the best knowledge of
Travelers, the persons listed in Exhibit 99.1 hereto beneficially owned any
Preferred Stock on November 28, 1997.
(c) None of the Reporting Persons or, to the best knowledge of
Travelers, the persons listed in Exhibit 99.1 hereto has effected a transaction
other than as described herein in the Preferred Stock during the 60 days
preceding November 28, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
In connection with the acquisition by R-H Partners of the shares of
Preferred Stock, R-H Partners entered into the following agreements: (i)
Sub-Debt Acquisition Agreement by and among the Issuer, Search Funding IV, Inc.
and Kellett Investment Corporation dated as of August 2, 1996; (ii) Sub-Debt
Shareholders Agreement by and between the Issuer, and Kellett Investment
Corporation dated August, 1996; and (iii) Escrow Agreement by and among the
Issuer, Dealers Alliance Credit Corp, Search Funding IV, Inc., Kellett
Investment Corporation and U.S. Trust Company of Texas, N.A., as escrow agent.
As of the date hereof, there are no outstanding rights or obligations under such
agreements.
Except as described in the preceding paragraph, none of the Reporting
Persons is a party to any contract, arrangement, understanding or relationship
with any person with respect to any securities of the Issuer, including but not
limited to the transfer or voting of any shares of Preferred Stock, finders
fees, joint ventures, option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
(Page 11 of 22 Pages)
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
THE FOLLOWING DOCUMENTS ARE ATTACHED AS EXHIBITS:
Exhibit Description
------- -----------
99.1 DIRECTORS AND EXECUTIVE OFFICERS
99.2 JOINT FILING AGREEMENT (PURSUANT TO RULE 13D-1(F))
(Page 12 of 22 Pages)
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
R-H CAPITAL PARTNERS, L.P.
By: R-H/TRAVELERS, L.P.
its general partner
By: R-H CAPITAL, INC.
its general partner
DATED: December 22, 1997 By: /s/ Kenneth T. Millar
----------------------------
Kenneth T. Millar
Executive Vice President and
Managing Director
R-H/TRAVELERS, L.P.
By: R-H CAPITAL, INC.
its general partner
DATED: December 22, 1997 By: /s/ Kenneth T. Millar
----------------------------
Kenneth T. Millar
Executive Vice President and
Managing Director
R-H CAPITAL, INC.
DATED: December 22, 1997 By: /s/ Kenneth T. Millar
----------------------------
Kenneth T. Millar
Executive Vice President and
Managing Director
(Page 13 of 22 Pages)
<PAGE>
DATED: December 22, 1997 SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Howard M. Darmstadter
--------------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
DATED: December 22, 1997 TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
--------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
(Page 14 of 22 Pages)
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description Page
------- ----------- ----
99.1 Directors and Executive Officers
99.2 Joint Filing Agreement (Pursuant
to Rule 13d-1(f))
(Page 15 of 22 Pages)
<PAGE>
EXHIBIT 99.1
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is the name, business address and present occupation or
employment of each director and executive officer of the R-H Capital Inc. and
Travelers Group Inc.
EXECUTIVE OFFICERS AND DIRECTORS OF R-H CAPITAL, INC.
------------------------------------------------------
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- --------------------------- -----------------------------------------
Jerome D. Sands Chairman
Director (USA) The Robinson-Humphrey Company, Inc.
3333 Peachtree Rd., N.E.
Atlanta, GA 30326
Roderick A. Dowling Managing Director
Director and President (USA) The Robinson-Humphrey Company, Inc.
3333 Peachtree Rd., N.E.
Atlanta, GA 30326
Kenneth T. Millar Managing Director
Director, Executive Vice President The Robinson-Humphrey Company, Inc.
and Managing Director (USA) 3333 Peachtree Rd., N.E.
Atlanta, GA 30326
Arthur C. Roselle Vice President
Vice President (USA) The Robinson-Humphrey Company, Inc.
3333 Peachtree Rd., N.E.
Atlanta, GA 30326
David Prince General Counsel
Secretary & Treasurer (USA) The Robinson-Humphrey Company, Inc.
3333 Peachtree Rd., N.E.
Atlanta, GA 30326
(Page 16 of 22 Pages)
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF
TRAVELERS GROUP INC.
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- --------------------------- -----------------------------------------
C. Michael Armstrong Chairman & Chief Executive Officer
Director (USA) AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Judith Arron Executive Director
Director (USA) Carnegie Hall Corporation
8811 Seventh Avenue
New York, New York 10019
Kenneth J. Bialkin Partner
Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Edward H. Budd Retired Chairman
Director (USA) Travelers Insurance Companies
One Tower Square
Hartford, Connecticut 06183
Joseph A. Califano, Jr. Chairman & Chief Executive Officer
Director (USA) The Center on Addiction & Substance Abuse
at Columbia University
152 West 57th Street
New York, New York 10019
Douglas D. Danforth Executive Associates
Director (USA) One PPG Place
Suite 2210
Pittsburgh, Pennsylvania 15222
(Page 17 of 22 Pages)
<PAGE>
James Dimon President & Chief Operating Officer
Director & Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Leslie B. Disharoon Former Chairman, President & Chief
Director (USA) Executive Officer
Monumental Corporation
2 Chittenden Lane
Owings Mills, Maryland 21117
The Honorable Gerald R. Ford Former President of the United States
Director (USA) Post Office Box 927
Rancho Mirage, California 92270
Thomas W. Jones Vice Chairman
Director & Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Ann Dibble Jordan Consultant
Director (USA) Former Director of Social Services,
University of Chicago Medical Center
4610 Kenmore Drive, N.W.
Washington, DC 20007
Robert I. Lipp Vice Chairman
Director & Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Michael T. Masin Vice Chairman & President - International
Director (USA) GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
(Page 18 of 22 Pages)
<PAGE>
Deryck C. Maughan Vice Chairman
Director (Great Britain) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Dudley C. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Andrall E. Pearson Chairman & Chief Executive Officer
Director (USA) Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
Frank J. Tasco Retired Chairman
Director (USA) Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
Linda J. Wachner Chairman, President & Chief
Director (USA) Executive Officer
Warnaco Group Inc.
90 Park Avenue
New York, New York 10016
Sanford I. Weill Chairman & Chief Executive Officer
Director & Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Joseph R. Wright, Jr. Chairman & Chief Executive Officer
Director (USA) AMTEC, Inc.
599 Lexington Avenue
New York, New York 10022-6030
(Page 19 of 22 Pages)
<PAGE>
Arthur Zankel Co-Managing Partner
Director (USA) First Manhattan Company
437 Madison Avenue
New York, New York 10022
Steven D. Black Vice Chairman & Chief Operating Officer
Executive Officer (USA) Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Michael A. Carpenter Executive Vice President
Executive Officer (USA) Travelers Group Inc.
One Tower Square
Hartford, Connecticut 06183
Charles J. Clarke Chairman & Chief Executive Officer -
Executive Officer (USA) Commercial Lines
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
(Pages 20 of 22 Pages)
<PAGE>
EXHIBIT 99.2
Joint Filing Agreement
(Pursuant to Rule 13d-1(f))
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the 9%/7% convertible preferred stock, par value $.01
per share, of Search Financial Services, Inc. and further agree that this Joint
Filing Agreement be included as an exhibit to such joint filing. Each party to
this Joint Filing Agreement expressly authorizes Arthur C. Roselle, Vice
President of R-H Capital Inc. to file on such party's behalf any and all
amendments to such statement. Each such party undertakes to notify Arthur C.
Roselle, Vice President of R-H Capital Inc. of any changes giving rise to an
obligation to file an amendment to Schedule 13D and it is understood that in
connection with this Statement and all amendments thereto each such party shall
be responsible only for information supplied by such party.
In evidence thereof, the undersigned, being duly authorized, hereby execute
this Agreement this day of December, 1997.
R-H CAPITAL PARTNERS, L.P.
By: R-H/TRAVELERS, L.P.
its general partner
By: R-H CAPITAL, INC.
its general partner
DATED: December 22, 1997 By: /s/ Kenneth T. Millar
---------------------------------
Kenneth T. Millar
Executive Vice President and
Managing Director
R-H/TRAVELERS, L.P.
By: R-H CAPITAL, INC.
its general partner
DATED: December 22, 1997 By: /s/ Kenneth T. Millar
---------------------------------
Kenneth T. Millar
Executive Vice President and
Managing Director
(Page 21 of 22 Pages)
<PAGE>
R-H CAPITAL, INC.
DATED: December 22, 1997 By: /s/ Kenneth T. Millar
---------------------------------
Kenneth T. Millar
Executive Vice President and
Managing Director
SALOMON SMITH BARNEY HOLDINGS INC.
DATED: December 22, 1997 By: /s/ Howard M. Darmstadter
---------------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
TRAVELERS GROUP INC.
DATED: December 22, 1997 By: /s/ Stephanie B. Mudick
---------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
(Pages 22 of 22 Pages)
