SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
VISTA PROPERTIES, INC.
(Name of Issuer)
Class B Common Stock, Par Value $1.00 per share
(Title of Class of Securities)
928382100
(CUSIP Number)
Check the following box if a fee is being paid with this statement:
/X/. (A fee is not required only if the filing 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).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the 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 (the "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).
(Continued on following pages)
<PAGE>
CUSIP No. 928382100*
_________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
Lomas Financial Corporation 75-1043392
_________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [ ] (b) [ ]
Not Applicable
_________________________________________________________________
(3) SEC Use Only:
_________________________________________________________________
(4) Citizenship or Place of Organization:
Delaware
_________________________________________________________________
Number of Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power 950,000
(6) Shared Voting Power 0
(7) Sole Dispositive Power 950,000
(8) Shared Dispositive Power 0
_________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
950,000
_________________________________________________________________
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions): [ ]
Not Applicable
_________________________________________________________________
____________________
* This CUSIP No. is for the Class A Common Stock of Vista
Properties, Inc. and is used herein since the Class B Common Stock
of Vista Properties, Inc., which is only held by Lomas Financial
Corporation and which immediately and automatically converts to
Class A Common Stock upon a transfer by Lomas to an unaffiliated
third party, does not have a separate CUSIP No.
<PAGE>
(11) Percent of Class Represented by Amount in Row (9): 100%
_________________________________________________________________
(12) Type of Reporting Person (See Instructions):
CO
_________________________________________________________________
Item 1(a). Name of Issuer:
VISTA PROPERTIES, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
5950 Berkshire Lane, Suite 400
Dallas, Texas 75225
Item 2(a). Name of Person Filing:
LOMAS FINANCIAL CORPORATION
Item 2(b). Address of Principal Business Officer or, if none,
Residence:
1600 Viceroy Drive
Dallas, Texas 75235
Item 2(c). Citizenship:
DELAWARE
Item 2(d). Title of Class of Securities:
Class B Common Stock, par value $1.00 per share
Item 2(e). CUSIP Number:
9283821-
_________________________________________________________________
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the Person filing is a: Not
Applicable
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act of 1939
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the Provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
_________________________________________________________________
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify
those shares which there is a right to acquire.
(a) Amount Beneficially Owned:
950,000 shares*
(b) Percent of Class:
100%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 950,000
____________________
** In addition to the 950,000 shares of Class B Common Stock, par
value $1.00 per share (the "Class B Common"), of Vista Properties,
Inc. (the "Issuer") held by Lomas Financial Corporation ("LFC"),
the Issuer also has 4,050,000 outstanding shares of its Class A
Common Stock, par value $1.00 per share (the "Class A Common").
The rights and preferences of the Class A Common and the Class B
Common are identical, except that the Class B Common has the right
to elect two directors of the Issuer at each election of the
Issuer's Board of Directors. The 4,050,000 shares of Class A
Common were distributed on behalf of LFC, along with other
consideration, to LFC's equity holders pursuant to LFC's Plan of
Reorganization (the "Plan") under Chapter 11 of the United States
Bankruptcy Code. LFC also obtained its Class B Common pursuant to
the Plan. LFC's Class B Common represents only 19% of the
aggregate voting power of the Issuer's equity holders. In order to
preserve certain beneficial tax attributes, LFC's Class B Common is
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition
of 950,000**
(iv) shared power to dispose or to direct the
disposition of 0
_________________________________________________________________
Item 5. Ownership of Five Percent of Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Not Applicable
_________________________________________________________________
Item 6. Ownership of More than Five Percent of Behalf of Another
Person.
Not Applicable
_________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable
_________________________________________________________________
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
_________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not Applicable
_________________________________________________________________
____________________
currently held in escrow in accordance with the Plan, and LFC is
prohibited under the terms of the Issuer's Restated and Amended
Articles of Incorporation from acquiring any additional shares of
the Issuer until its ownership interest in the Issuer is less than
4.9%. Upon the transfer by LFC of any of its shares of Class B
Common to an unaffiliated third party, the Class B Common so
transferred shall automatically convert into an equal number of
shares of Class A Common. Otherwise, the Class B Common is not
convertible.
<PAGE>
Item 10. Certification.
Not Applicable
_________________________________________________________________
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 11, 1994
LOMAS FINANCIAL CORPORATION
/s/ Gary White
-----------------------------------
Gary White, Senior Vice President
and Controller
