DOVER INVESTMENTS CORP
10QSB/A, 1995-01-12
OPERATIVE BUILDERS
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                              U.S. SECURITIES AND EXCHANGE COMMISSION
                                       Washington, DC  20549
                                                 
                                           FORM 10-QSB/A

      (Mark One)

 X    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act 
      of 1934

For the quarterly period ended  September 30, 1994  


      Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from               to              


Commission file number     1-8631                            


   Dover Investments Corporation                                                
        (Exact Name of Small Business Issuer as Specified in Its Charter)


   Delaware                                        94-1712121         
(State or Other Jurisdiction                               (I.R.S. Employer
 of Incorporation or Organization)                        Identification No.)

                                                 
   350 California Street, Suite 1650, San Francisco, CA  94104                  
                (Address of Principal Executive Offices)

   (415) 951-0200                                                               
                (Issuer's Telephone Number, Including Area Code)

                                                                                
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last 
Report)

      Check whether the issuer:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and 
(2) has been subject to such filing requirements for the past 90 days.

   Yes     X      No            

                               APPLICABLE ONLY TO CORPORATE ISSUERS

      The number of shares outstanding of each of the issuer's classes of common
      stock, as of October 31, 1994, were as follows:

      Class A Common Stock, $.01 par value     788,961 Shares of Common Stock

      Class B Common Stock, $.01 par value     329,439 Shares of Common Stock


                         Transitional Small Business Disclosure Statement
                                    Yes            No    X                 

                    THIS AMENDMENT CONSISTS OF  4  SEQUENTIALLY NUMBERED PAGES.
Item 6.     EXHIBITS AND REPORTS ON FORM 8-K

            A.    Exhibits
            
             3.1 Restated Articles of Incorporation and Restated By-Laws of the
                  Company.(1)
            
            10.1  1982 Stock Option Plan.(2)

            10.2  Form of Nonqualified Incentive Stock Option Agreement.(2)  

            10.3  $10,000,000 Promissory Note Secured by Deed of Trust dated 
                  March 29, 1991.(2)

            10.4  Development Agreement dated November 15, 1991 between H.F.
                  Properties, Ltd. and Westco Marina, Inc., as amended.(2)

            10.5  Tax Sharing Agreement dated November 20, 1989 among the 
                  Company, the Association, Homestead Land Development 
                  Corporation and Gramercy.(2)

            10.6  Stock Option Plan for Nonemployee Directors.(3)

            10.7  Sublease Agreement dated April 1, 1993 between the Company and
                  Wilfred, Inc.(3)

            10.8  Extention and Modification Agreement for Promissory Note and 
                  Deed of Trust dated August 25, 1992.(3)

            10.9  Partnership Agreement, Glenbriar Joint Venture, dated January 
                  7, 1994 between GIC Investments Corporation and Westco 
                  Community Builders.(4)

            22.1  Subsidiaries of the registrant.(4)

            22.2  Consent of Grant Thornton.(4)

            27.1  Financial Data Schedule for the Nine Months Ended September 
                  30, 1994.

            B.    Reports on Form 8-K
            None.                                                          

                         

            (1)   Incorporated by reference to Exhibit B and Exhibit C,
                  respectively, to the Company's Registation Statement on Form 
                  S-4, File No. 33-8774.

            (2)   Incorporated by reference to the exhibit bearing the same
                  numerical description in the Company's Annual Report on Form 
                  10-K for the Year Ended December 31, 1991.

            (3)   Incorporated by reference to the Exhibit bearing the same
                  numerical description in the Company's Annual Report on Form 
                  10KSB for the Year Ended December 31, 1992.

            (4)   Incorporated by reference to the Exhibit bearing the same
                  numerical description in the Company's Annual Report on Form 
                  10KSB for the Year Ended December 31, 1993.
            
            
            












                                            SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   DOVER INVESTMENTS CORPORATION


Date:  January 11, 1995            By:  /s/Lawrence Weissberg          
                                           Lawrence Weissberg
                                        Chairman of the Board, President 
                                        and Chief Executive Officer      



                                                                                
                                                              




























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<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                            2381
<SECURITIES>                                      3581
<RECEIVABLES>                                        0
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<CURRENT-ASSETS>                                 30072
<PP&E>                                             477
<DEPRECIATION>                                       0
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<CURRENT-LIABILITIES>                             3712
<BONDS>                                          12000
<COMMON>                                            11
                                0
                                          0
<OTHER-SE>                                       14826
<TOTAL-LIABILITY-AND-EQUITY>                     30549
<SALES>                                            848
<TOTAL-REVENUES>                                  6143
<CGS>                                             5081
<TOTAL-COSTS>                                     5081
<OTHER-EXPENSES>                                   542
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    520
<INCOME-TAX>                                       382
<INCOME-CONTINUING>                                138
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       138
<EPS-PRIMARY>                                     0.12
<EPS-DILUTED>                                     0.00
        

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