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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. 11)
Lomas Financial Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
541534 10 3
(CUSIP Number)
Mark M. Feldman
600 Steamboat Road, One North, Greenwich, Connecticut 06830
(203) 861-3264
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
August 2, 1994
(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 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>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cold Spring Associates, L.P. (13-3508022)
2 Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds
WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
1,173,359
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
1,173,359
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,173,359
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
5.8%
14 Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Green Pond Associates, L.P. (13-3630725)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
WC
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
2,324,838 (including notes convertible into
245,416 shares)
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
2,324,838 (including notes convertible into
245,416 shares)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
2,324,838 (including notes convertible into 245,416 shares)
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
12.6%
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
River Road International, L.P.(84-1036541)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
WC
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
228,949 (including notes convertible into
96,966 shares)
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
228,949 (including notes convertible into
96,966 shares)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
228,949 (including notes convertible into 96,966 shares)
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
1.1%
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paloma Securities L.P. (13-3471808)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
WC OO
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
929,400
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
929,400
11
Aggregate Amount Beneficially Owned by Each Reporting Person
929,400
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
4.6%
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cold Spring Management, Inc. (13-3507453)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
1,173,359
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
1,173,359
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,173,359
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
5.8% (inclusive of Common Stock held by Cold Spring Associates, L.P.)
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Green Pond Management, Inc. (13-3630726)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
2,324,838 (including notes convertible into
245,416 shares)]
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
2,324,838 (including notes convertible into
245,416 shares)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
2,324,838 (including notes convertible into 245,416 shares)
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
12.6% (inclusive of Common Stock and notes held by Green Pond
Associates, L.P.)
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
River Road Partners (06-1339136)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Connecticut
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
228,949 (including notes convertible into
96,966 shares)
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
228,949 (including notes convertible into
96,966 shares)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
228,949 (including notes convertible into 96,966 shares)
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
1.1% (inclusive of Common Stock and notes held by River Road
International, L.P.)
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
River Road Capital Management (22-2792223)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
228,949 (including notes convertible into
96,966 shares)
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
228,949 (including notes convertible into
96,966 shares)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
228,949 (including notes convertible into 96,966 shares)
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
1.1% (inclusive of Common Stock and notes held by River Road
International, L.P.)
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paloma Partners Management Company (13-3145891)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
929,400
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
929,400
11
Aggregate Amount Beneficially Owned by Each Reporting Person
929,400
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
4.6% (inclusive of shares held by Paloma Securities L.P.)
14
Type of Reporting Person*
CO
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert Jones (###-##-####)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
929,400
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
929,400
11
Aggregate Amount Beneficially Owned by Each Reporting Person
929,400
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
4.6% (inclusive of shares held by Paloma Securities L.P.)
14
Type of Reporting Person*
IN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S. Donald Sussman (###-##-####)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) *
6
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
2,331,708 (including notes convertible into
96,966 shares)
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
2,331,708 (including notes convertible into
96,966 shares)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
2,331,708 (including notes convertible into 96,966 shares)
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
11.6% (inclusive of Common Stock beneficially owned by Cold Spring
Associates, L.P. and Paloma Securities L.P., and Common Stock and notes
beneficially owned by River Road International, L.P.)
14
Type of Reporting Person*
IN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mark M. Feldman (###-##-####)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
AF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) *
6
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
1,173,359
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
1,173,359
11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,173,359
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
5.8% (inclusive of Common Stock beneficially owned by Cold Spring
Associates, L.P.)
14
Type of Reporting Person*
IN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paul Wolansky (###-##-####)
2
Check the Appropriate Box if a Member of a Group*
(a) [x]
(b) [ ]
3
SEC Use Only
4
Source of Funds
PF
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) *
6
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
-0-
8
Shared Voting Power
818 (including notes convertible into 342
shares)
9
Sole Dispositive Power
-0-
10
Shared Dispositive Power
818 (including notes convertible into 342
shares)
11
Aggregate Amount Beneficially Owned by Each Reporting Person
818 (including notes convertible into 342 shares)
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
13
Percent of Class Represented by Amount in Row (11)
less than .1%
14
Type of Reporting Person*
IN
<PAGE>
Item 1. Security and Issuer.
The Schedule 13D initially filed on March 30, 1992, as
amended, of (i) Cold Spring Associates, L.P., a Delaware limited
partnership ("CSA"); (ii) Green Pond Associates, L.P., a Delaware limited
partnership ("GPA"); (iii) Cold Spring Management, Inc., a Delaware
corporation ("Cold Spring Management"); (iv) Green Pond Management,
Inc., a Delaware corporation ("Green Pond Management"); (v) River Road
International, L.P., a Delaware limited partnership ("RRI"); (vi) Paloma
Securities, L.P. (formerly known as AKT Associates, L.P.), a Delaware
limited partnership ("PS"); (vii) River Road Partners, a Connecticut general
partnership ("River Road Partners"); (viii) River Road Capital
Management, a Delaware general partnership ((formerly known as Stark
Capital Management) ("River Road Capital")); (ix) Paloma Partners
Management Company, a Delaware corporation ("Paloma Management");
(x) Robert Jones; (xi) S. Donald Sussman; (xii) Mark M. Feldman; and
(xiii) Paul Wolansky (collectively, the "Cold Spring Group"), relating to the
common stock, par value $1.00 per share (the "Common Stock"), issued by
Lomas Financial Corporation, a Delaware corporation (the "Company"), is
hereby amended by this Amendment No. 11 to the Schedule 13D as follows:
Item 2. Identity and Background.
Item 2(a) is amended as follows:
The principal executive officers of Paloma Management are
set forth in Annex A hereto.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented by the addition of the
following:
The Company and representatives of the Cold Spring Group
have had, and are continuing to have, discussions regarding a reduction in
the size of the Company's Board of Directors, effective at the Company's
next annual meeting of stockholders (currently scheduled for November
1994). The smaller Board would include, among others, the four designees
of the Cold Spring Group who are currently members of the Board, Jess
Hay, the Company's current Chairman and Chief Executive Officer (who
recently announced plans to resign from these positions effective December
31, 1994 or upon the appointment of his successor as Chief Executive
Officer) and certain of the Board's current independent directors. Any
agreement in this regard would necessitate an amendment to the "Director
Designation Agreement" entered into by the Company and CSA, RRI, PS
and Messrs. Sussman, Feldman and Wolansky, and described and filed as an
exhibit to Amendment No. 5 to this Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby supplemented by the addition of the
following:
(a)(i) As of the date hereof, CSA owns beneficially
1,173,359 shares of Common Stock, constituting 5.8% of the outstanding
shares (based upon 20,099,531 shares outstanding).
(ii) As of the date hereof, GPA owns beneficially
2,324,838 shares of Common Stock and $4,295,000 principal amount of
the Company's 9% Senior Convertible Notes due October 1, 2002 (the
"Notes"). The Notes are convertible into 245,416 shares of Common Stock
(57.14 shares per $1,000 principal amount). Assuming conversion of the
Notes, GPA would own 2,570,254 shares of Common Stock constituting
12.6% of the outstanding shares (based upon 20,344,947 shares which
would be outstanding upon conversion of such Notes).
(iii) As of the date hereof, RRI owns beneficially 131,983
shares of Common Stock and $1,697,000 principal amount of Notes. The
Notes are convertible into 96,966 shares of Common Stock. Assuming
conversion of the Notes, RRI would own 228,949 shares of Common Stock,
constituting 1.1% of the outstanding shares (based upon 20,196,497 shares
which would be outstanding upon conversion of such Notes).
(iv) As of the date hereof, PS owns beneficially 929,400
shares of Common Stock, or 4.6% of the outstanding shares (based upon
20,099,531 shares outstanding).
(v) As of the date hereof, Mr. Wolansky owns beneficially
476 shares of Common Stock and $6,000 principal amount of Notes. The
Notes are convertible into 342 shares of Common Stock. Assuming
conversion of the Notes, Mr. Wolansky would own 818 shares of Common
Stock, constituting less than 0.1% of the outstanding shares (based upon
20,099,873 shares which would be outstanding upon conversion of such
Notes).
Cold Spring Management, Green Pond Management, River
Road Capital, River Road Partners, Paloma Management and Messrs.
Sussman, Feldman and Jones own directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 under the Act, (i) Cold Spring
Management and Mr. Feldman, by virtue of his stock ownership in Cold
Spring Management, may be deemed to own beneficially all of the shares of
Common Stock owned by CSA, (ii) Green Pond Management may be
deemed to own beneficially all of the shares of Common Stock and Notes
owned by GPA, (iii) each of River Road Capital and River Road Partners
may be deemed to own beneficially all of the shares of Common Stock and
Notes owned by RRI, (iv) each of Mr. Jones and Paloma Management may
be deemed to own beneficially all of
<PAGE>
the shares of Common Stock owned by PS and (v) Mr. Sussman may be
deemed to own beneficially all of the shares of Common Stock and Notes
owned by CSA, RRI and PS.
By reason of Rule 13d-5 under the Act, the Cold Spring
Group may be deemed to own beneficially 4,902,780 shares of Common
Stock in the aggregate, including shares issuable upon conversion of the
Notes, or approximately 24.0% of the shares outstanding (based upon
20,442,256 shares which would be outstanding upon conversion of all of the
Notes beneficially owned by the Cold Spring Group).
The percentages used herein are calculated based upon the
20,099,531 shares of Common Stock issued and outstanding at May 10,
1994, as reported in the Company's quarterly report on Form 10-Q as filed
with the Securities and Exchange Commission by the Company for the
quarter ended March 31, 1994.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is hereby supplemented by the addition of the
following:
The Company and representatives of the Cold Spring Group
have had discussions regarding a reduction in the size of the Company's
Board of Directors, effective at the Company's next annual meeting of
stockholders. See Item 4 above for a more complete description of the
substance of such discussions.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: August 10, 1994
COLD SPRING ASSOCIATES, L.P.
By: Cold Spring Management, Inc.,
General Partner
By: /s/Mark M. Feldman
Mark M. Feldman,
President
GREEN POND ASSOCIATES, L.P.
By: Green Pond Management, Inc.,
General Partner
By: /s/Mark M. Feldman
Mark M. Feldman,
President
RIVER ROAD INTERNATIONAL, L.P.
By: River Road Capital Management,
General Partner
By: /s/Michael J. Berner,
Attorney-in-Fact
S. Donald Sussman,
General Partner
<PAGE>
By: River Road Partners,
General Partner
By: /s/S. Michael J. Berner
Attorney-in-Fact
S. Donald Sussman,
General Partner
PALOMA SECURITIES L.P.
By: /s/Robert Jones
Robert Jones,
General Partner
By: Paloma Partners Management Company,
General Partner
By: /s/S. Michael J. Berner
Attorney-in-Fact
S. Donald Sussman,
President
S. DONALD SUSSMAN
/s/S. Michael J. Berner
MARK M. FELDMAN
/s/Mark M. Feldman
PAUL WOLANSKY
/s/Paul Wolansky
<PAGE>
ANNEX A
Principal Executive Officers of
Paloma Partners Management Company
Name Position
S. Donald Sussman Chairman and Chief Executive Officer
Mark Jurish President
William J. Anderson Executive Vice President and Director of
Operations
Arlene Ferrara Executive Vice President -- Office of Chairman
Michael J. Berner Senior Vice President and General Counsel
Randall U. Tam Senior Vice President and Controller
Leon Metzger Senior Vice President -- Special Projects
