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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. ____)*
Dover Investment Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
260152103000
- --------------------------------------------------------------------------------
(CUSIP Number)
Craig M. Tighe
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, CA 94301
(650) 833-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 18, 2000
- --------------------------------------------------------------------------------
(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(e),(f) or (g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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
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).
<PAGE>
- -----------------------
CUSIP NO.260152103000
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Leeward Capital, L.P.
94-3259184
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC, OO
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
97,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
97,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
97,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN (Limited Partnership)
- ------------------------------------------------------------------------------
2
<PAGE>
- -----------------------
CUSIP NO.260152103000
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leeward Investments, LLC
94-3259183
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
97,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
97,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
97,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
3
<PAGE>
- -----------------------
CUSIP NO.260152103000
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eric P. Von der Porten
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
PF, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
97,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
97,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
97,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
- ------------------------------------------------------------------------------
4
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the shares of Class A Common Stock, $0.01
par value, of Dover Investments Corporation (the "Issuer" or "Dover") (the
"Dover Common Stock"). Dover is a Delaware corporation, and its principal
executive offices are located at 350 California Street, Suite 1650, San
Francisco, CA 94104.
Item 2. Identity and Background
This Statement is being filed jointly by: (1) Leeward Capital, L.P., a
California limited partnership ("Leeward Capital"), (2) Leeward Investments,
LLC, a California limited liability company ("Leeward Investments") that serves
as general partner to Leeward Capital, and (3) Mr. Eric P. Von der Porten, a
natural person whose principal occupation is Manager of Leeward Investments.
Leeward Capital, Leeward Investments and Mr. Eric P. Von der Porten will be
collectively identified hereinafter as the "Reporting Persons."
This Statement is based upon the Reporting Persons' direct and
indirect beneficial ownership of shares of Dover Common Stock. The business
address of the Reporting Persons is 1139 San Carlos Avenue, Suite 302, San
Carlos, CA 94070.
During the last five years, none of the Reporting Persons has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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. The
Reporting Persons are citizens of California.
Item 3. Source and Amount of Funds or Other Consideration
Between December 13, 1995 and January 8, 1997, Mr. Von der Porten
purchased, either solely or jointly with a third party, and acquired sole voting
power over, a total of 31,000 shares of Dover Common Stock, using personal
funds. On February 14, 1997, February 24, 1997 and March 3, 1997, Leeward
Capital purchased from Mr. Von der Porten a total of 31,000 shares of Dover
Common Stock in exchange for limited partnership units of Leeward Capital valued
at $143,688. From February 25, 1997 through October 15, 1998, Leeward Capital
purchased through Furman Selz, LLC, in open-market transactions for the cash, a
total of 66,000 shares of Dover Common Stock, using partnership capital
contributed by general and limited partners of Leeward Capital.
Item 4. Purpose of Transaction
The Reporting Persons originally purchased Dover Common Stock for
investment purposes only. Leeward Capital was established to invest in micro-cap
and small-cap stocks, distressed REITs, convertible bonds, secondary-market
limited partnership interests and other securities. However, the Reporting
Person believe that the Issuer's stock is undervalued by the public market, and
that it would be appropriate for the Issuer to take itself private or to be sold
to a third party. Leeward Investments is interested in acquiring Dover and is
seeking to enter into discussions with Dover or others that could result in the
acquisition of all outstanding shares of Dover's Common Stock and, based on the
information available at this time, believes it would be able to conclude an
acquisition at a price between $24.00 and $27.00 per Class A and Class B shares
of Dover Common Stock. On February 18, 2000, Leeward Investments sent a letter
to that effect to the Issuer. The letter is attached hereto as Exhibit 1, and is
---------
incorporated herein by this reference. The Reporting Persons are also interested
in measures that might enhance the value of the Dover Common Stock, and intend
to consider all alternatives available in connection with ownership interest in
Dover, including, without limitation, making dispositions or further
acquisitions, either through the open market or through privately negotiated
transactions; extraordinary transactions with respect to Dover, such as a
merger, sale, reorganization or liquidation; and changes in the exchange listing
or policies of Dover.
Item 5. Interest in Securities of the Issuer
(a) As of February 28, 2000 (the "Filing Date"), the Reporting Persons
had beneficial ownership, as defined in Rule 13d-3(a) (hereinafter "Beneficial
Ownership") of an aggregate of 97,000 shares of Dover Common Stock held in the
name of Leeward Capital, or an aggregate of 12.0% of the outstanding shares of
Dover Common Stock, based upon the outstanding shares of Dover Common Stock
disclosed in Dover's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1999.
5
<PAGE>
(b) Leeward Capital, Leeward Investments (as general partner of
Leeward Capital), and Mr. Von der Porten (as manager of Leeward Investments) may
each be deemed to possess sole voting and dispositive power with respect to the
Dover Common Stock held by Leeward Capital.
(c) None of the Reporting Persons has effected any transactions in
the Dover Common Stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None of the Reporting Parties, to the best of their respective
knowledge, has any contract, arrangement, understanding or relationship (legal
or otherwise) with any person with respect to any securities of the Issuer,
other than the Joint Filing Agreement among the Reporting Parties attached as
Exhibit 1 and the Letter to the Issuer from Leeward Investments attached as
- ---------
Exhibit 2.
- ---------
Item 7. Material to Be Filed as Exhibits
1. Joint Filing Agreement among the Reporting Parties.
2. Letter to the Issuer from Leeward Investments dated February 18,
2000.
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 28, 2000
LEEWARD CAPITAL, L.P. LEEWARD INVESTMENTS, LLC
/s/ Leeward Investments, LLC /s/ Eric P. Von der Porten
- -------------------------------- --------------------------------
By: Leeward Investments, LLC By: Eric P. Von der Porten
Its: General Partner Its: Manager
/s/ Eric P. Von der Porten
- --------------------------------
Eric P. Von der Porten
6
<PAGE>
Exhibit 1
---------
JOINT FILING AGREEMENT
WHEREAS, the statement on Schedule 13D to which this agreement is an
exhibit (the "Joint Statement") is being filed on behalf of two or more persons
(collectively, the "Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on behalf
of all Reporting Persons rather than individual statements on Schedule 13D on
behalf of each of the Reporting Persons;
NOW, THEREFORE, the undersigned hereby agree as follows with each of the
other Reporting Persons:
1. Each of the Reporting Persons is individually eligible to use the
Joint Statement.
2. Each of the Reporting Persons is responsible for the timely filing of
the Joint Statement and any amendments thereto.
3. Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning such person contained in the Joint
Statement.
4. None of the Reporting Persons is responsible for the completeness or
accuracy of the information concerning the other Reporting Persons contained in
the Joint Statement, unless such person knows or has reason to believe that such
information is inaccurate.
5. The undersigned agree that the Joint Statement is, and any amendment
thereto will be, filed on behalf of each of the Reporting Persons.
Dated: February 28, 2000
LEEWARD CAPITAL, L.P. LEEWARD INVESTMENTS, LLC
/s/ LEEWARD INVESTMENTS, LLC /s/ Eric P. Von der Porten
- ----------------------------- ---------------------------
By: Leeward Investments, LLC By: Eric P. Von der Porten
Its: General Partner Its: Manager
/s/ Eric P. Von der Porten
- ---------------------------
Eric P. Von der Porten
<PAGE>
Exhibit 2
---------
LEEWARD INVESTMENTS, LLC
February 18, 2000
Mr. Lawrence Weissberg
Chairman, President & CEO
Dover Investments Corporation
100 Spear Street, Suite 520
San Francisco, CA 94105
Dear Mr. Weissberg:
As I believe you know, I represent Leeward Investments, LLC which is the general
partner of Leeward Capital, L.P. Leeward Capital currently owns 97,000 shares
of Class A Common Stock issued by Dover Investments Corporation ("Dover").
As we have watched Dover over the past five years, we have been continually
impressed with the company's progress. Our faith in the company has been well
rewarded by the earnings reported in the first nine months of 1999 with strong
contributions from Marina Vista, Glenbriar Estates, and the custom home program.
At the same time, we continue to believe that the public market is not fully
recognizing the value that has been built up within Dover. Part of the problem
may have to do with the fact that the company does not have an exchange listing
and with the absence of any efforts by Dover to make itself known to the
investment community. These deficiencies could be remedied, but the company
would still be disadvantaged due to its small market capitalization.
Given these circumstances, we believe it would be appropriate for Dover to take
itself private or to be sold to a third party. Leeward Investments is itself
interested in acquiring Dover and would like to enter into discussions that
could result in the acquisition of all outstanding shares of Dover's Common
Stock. Based on the information available to us at this time, we expect to be
able to conclude an acquisition at a price between $24.00 and $27.00 per Class A
and Class B share.
We recognize that our proposal represents a rather extraordinary premium over
the recent price of Dover's stock. We hope that this premium will make our
proposal attractive to the principal shareholders and we certainly want to
recognize the substantial value that the company has created.
Our proposal is, of course, subject to satisfactory completion of documentation
and due diligence and to our receipt of financing commitments on acceptable
terms. However, we believe this proposal is realistic and we believe there is a
high probability of success if you and the Board elect to pursue this proposal
with us.
We hope you find this proposal appealing. Please contact us at your earliest
convenience to discuss this proposal in greater detail.
Sincerely,
Eric P. Von der Porten
Manager
