MAJOR REALTY CORP, SC 13D, 1997-12-11

MAJOR REALTY CORP
SC 13D, 1997-12-11
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities and Exchange Act of 1934
(Amendment No. )*

Major Realty Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)

560840-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)

James G. Lewis, General Counsel, Third Capital, LLC, Ninth Floor, 314 Church
Street, Nashville, Tennessee 37201, (615) 255-3199
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

December 3, 1997
- --------------------------------------------------------------------------------
(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.

*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 of 10 Pages

<PAGE>

CUSIP No. 560840-10-0

<S> <C>
- ---------------------------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Third Capital, LLC
|
- ---------------------------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
| (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|_|
|
- ---------------------------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Tennessee |
- ---------------------------------------------------------------------------------------------------
Number of | 7 SOLE VOTING POWER 100 (See Items 3, 5 and 6)
Shares |
Beneficially |
Owned by |
Each |
Reporting |
Person |
With |
|------------------------------------------------------------------------------
| 8 SHARED VOTING POWER
|------------------------------------------------------------------------------
| 9 SOLE DISPOSITIVE POWER 100 (See Items 3, 5 and 6)
|------------------------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------------------------------

Page 2 of 10

<PAGE>

CUSIP No. 560840-10-0

- ---------------------------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 100 (See Items 3,5 and 6)
|
- ---------------------------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
|
|
- ---------------------------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 0.0% (see Item 3,5 AND 6)
|
- ---------------------------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| OO
|
- ---------------------------------------------------------------------------------------------------

Page 3 of 10

<PAGE>

CUSIP No. 560840-10-0

- ---------------------------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Tennessee |
- ---------------------------------------------------------------------------------------------------
Number of | 7 SOLE VOTING POWER 680,000 (See Item 5)
Shares |
Beneficially |
Owned by |
Each |
Reporting |
Person |
With |
|------------------------------------------------------------------------------
| 8 SHARED VOTING POWER
|------------------------------------------------------------------------------
| 9 SOLE DISPOSITIVE POWER 680,000 (See Item 5)
|------------------------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 680,000 (See Item 5)
|
- ---------------------------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
|
|
- ---------------------------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 9.86%
|
- ---------------------------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| CO
|
- ---------------------------------------------------------------------------------------------------

Page 4 of 10

<PAGE>

CUSIP No. 560840-10-0

- ---------------------------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| PAG Partners, L.P.
|
- ---------------------------------------------------------------------------------------------------
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|_|
|
- ---------------------------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Tennessee |
- ---------------------------------------------------------------------------------------------------
Number of | 7 SOLE VOTING POWER 680,000
Shares |
Beneficially |
Owned by |
Each |
Reporting |
Person |
With |
|------------------------------------------------------------------------------
| 8 SHARED VOTING POWER
|------------------------------------------------------------------------------
| 9 SOLE DISPOSITIVE POWER 680,000
|------------------------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------------------------------

Page 5 of 10

<PAGE>

CUSIP No. 560840-10-0

- ---------------------------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 680,000
|
- ---------------------------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
|
|
- ---------------------------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 9.86% (see item 5)
|
- ---------------------------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
|
| PN
|
- ---------------------------------------------------------------------------------------------------
</TABLE>

This original Schedule 13D Statement is filed on behalf of:
(1) Third Capital, LLC, a Tennessee limited liability company ("Third Capital")
for the purpose of reporting the ownership by Third Capital of certain rights to
acquire shares of common stock, $0.01 par value per share, of Major Realty
Corp., (2) PAG Corp., a Tennessee corporation ("PAG Corp.") for the purpose of
reporting the ownership by PAG Partners of certain rights to vote and dispose of
shares of common stock, $0.01 par value per share, of Major Realty Corp., and
(3) PAG Partners, L.P., a Tennessee limited partnership ("PAG Partners"), for
the purpose of reporting certain acquisitions by PAG Partners of shares of
common stock, $0.01 par value per share, of Major Realty Corp.

Item 1. Security and Issuer.
--------------------

This Schedule 13D Statement relates to the shares of Common Stock,
$0.01 par value per share (the "Shares"), of Major Realty Corp., a Delaware
corporation ("Major Realty"), which has its principal executive offices at 5728
Major Blvd., Suite 301, Orlando, FL 32819.

Item 2. Identity and Background.
------------------------

(a) The persons filing this Schedule 13D are Third Capital, LLC, PAG
Corp. and PAG Partners, L. P. PAG Corp. is the sole general partner of PAG
Partners, L. P. Christopher L. Jarratt is the Chief Manager of Third Capital,
LLC and the President PAG Corp.

Page 6 of 10

<PAGE>

CUSIP No. 560840-10-0

(b) The address of Third Capital, PAG Corp. and PAG Partners, and the
business address of Mr. Jarratt, is 314 Church Street, Nashville, TN 37201.

(c) The principal business of Third Capital, PAG Corp., and PAG Partners
is to acquire, hold, sell or otherwise invest in all types of securities and
other instruments. Third Capital also conducts various real estate advisory
activities. Mr. Jarratt's principal occupation is Chief Manager of Third
Capital, and President of PAG Corp. Mr. Jarratt is a director of Pacific Gateway
Properties, Inc., a New York corporation traded on the American Stock Exchange,
and is a director of TIS Mortgage Investment Services, Inc., a Maryland
corporation traded on the New York Stock Exchange.

(d) Negative with respect to Third Capital, PAG Corp., PAG Partners, and
Mr. Jarratt.

(e) Negative with respect to Third Capital, PAG Corp., PAG Partners, and
Mr. Jarratt.

(f) Third Capital, LLC is a limited liability company organized under
the laws of the State of Tennessee. PAG Corp., is a corporation organized under
the laws of the State of Tennessee. PAG Partners, L. P., is a limited
partnership organized under the laws of the State of Tennessee. All of the
members of Third Capital are citizens of the United States of America. All of
the shareholders of PAG Corp., are citizens of the United States of America. All
of the partners of PAG Partners are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------

The Shares reported herein as having been acquired by PAG Partners were
acquired for the aggregate purchase price of approximately $680,000, which
consideration was working capital of PAG Partners. Pursuant to the terms of that
certain Agreement Re: Investment in Major Realty Corp., attached hereto as
Exhibit 7.1, in partial consideration for various services rendered by Third
Capital for the benefit of PAG Partners has granted Third Capital the right to
acquire 100 Shares at price of $1.00 per Share. Third Capital's right to acquire
such Shares expires on January 1, 1999.

Item 4. Purpose of Transaction.
-----------------------

Third Capital, PAG Corp., and PAG Partners purchased the Shares to acquire a
significant interest in Major Realty for the purposes of investment and to
effect the business strategies and operations of Major Realty. Mr. Jarratt has
met or had discussions with David L. Treadwell, the Chairman and President of
Major Realty, to discuss its business strategies and opportunities and reserves
the right to acquire additional Shares. Such additional Shares may give Mr.
Jarratt effective voting control of Major Realty. Mr. Jarratt intends to request
that he and James G. Lewis be nominated to the Board of Directors of Major
Realty and may, upon review of relevant information about Major Realty, seek
additional seats on the Board of Directors. The filing group intends to develop
and discuss with the management and the Board of Directors of Major Realty
various recapitalization proposals and management changes that may be available
to Major Realty. The terms, conditions and structure of any such
recapitalization or management change will depend on, among other things, (1)
the reactions of management and the Board of Directors to the filing group's
proposals, (2) the filing group's completion of its due diligence regarding the
financial position and real estate portfolio of Major Realty, and (3) other
relevant factors. There can be no assurance that any recapitalization,
management change or other transaction will occur between Major Realty and the
filing group.

Page 7 of 10

<PAGE>

CUSIP No. 560840-10-0

Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D and except as set forth above in this Item 4, neither Third
Capital, PAG Corp., PAG Partners nor Mr. Jarratt presently has plans or
proposals that relate to or would result in any of the following:

(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Major Realty;

(ii) the sale or disposition of a material amount of assets of Major
Realty;

(iii) a material change in the present capitalization or dividend policy
of Major Realty;

(iv) a material change in the business or corporate structure of Major
Realty;

(v) a change to the Articles of Incorporation or Bylaws of Major Realty
or an impediment to the acquisition of control of Major Realty by any person;

(vi) the delisting from any national securities exchange of the Shares;

(vii) a class of equity securities of Major Realty becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or

(viii)any action similar to any of those enumerated in (i) through (vii)
above.

Third Capital, PAG Corp., PAG Partners and Mr. Jarratt reserve the right
to modify their plans and proposals described in this Item 4. Further, subject
to applicable laws and regulations, they may formulate plans and proposals that
may result in the occurrence of an event set forth in (i) through (viii) above
or in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.
-------------------------------------

(a) According to the most recently available filing with the Securities
and Exchange Commission by Major Realty, there are 6,893,378 Shares outstanding.

PAG Partners beneficially owns 680,000 Shares, or approximately 9.86% of
the outstanding Shares. As sole general partner of PAG Partners, PAG Corp., may
be deemed to beneficially own 680,000 Shares, or approximately 9.86% of the
outstanding Shares. As President of PAG Corp., Mr. Jarratt may be deemed to
beneficially own 680,000 Shares, or approximately 9.86% of the outstanding
Shares. PAG Partners has granted Third Capital the right to acquire 100 Shares
of Major Realty from PAG Partners, and certain other rights as described in
Exhibit 7.1 attached hereto.

(b) Mr. Jarratt, as President of PAG Corp. and Chief Manager of Third
Capital, has the sole power to vote, or to direct the voting of, and the sole
power to dispose or to direct the disposition of, the Shares owned by PAG
Partners and Third Capital.

(c) During the past 60 days, PAG Partners purchased, in a negotiated
transaction that was effected on the open market, 680,000 Shares for a price of
$1.00 per Share on December 3, 1997.

(d) Not Applicable.

Page 8 of 10

<PAGE>
CUSIP No. 560840-10-0

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With
------------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------

On December 1, 1997, PAG Partners entered into an agreement (the
"Agreement") with Third Capital, LLC ("Third Capital") pursuant to which PAG
Partners: (1) is obligated to pay Third Capital certain fees in connection with
PAG Partners investment in Major Realty, (2) is obligated to pay Third Capital
an amount equal to twenty percent (20%) of the profits, if any, PAG Partners
realizes on its investment in Major Realty after PAG Partners has received a
nine percent (9%) annual, non-compounded preferential return on its investment,
and (3) has granted Third Capital the right buy 100 Shares from PAG Partners for
a price of $1.00 per share; such right to expire on January 1, 1999. The
Agreement is attached hereto as Exhibit 7.1. As Chief Manager of Third Capital,
Mr. Jarratt has the power to vote and dispose of any Shares acquired by Third
Capital.

Under the limited partnership agreement for PAG Partners, the general
partner, PAG Corp., has the power to vote and dispose of all Shares owned by PAG
Partners. As President of PAG Corp., Mr. Jarratt has the power to vote and
dispose of all such Shares.

Item 7. Material to be Filed as Exhibits.
---------------------------------

Exhibit 7.1 Agreement with Third Capital, LLC

Exhibit 7.2 Joint Filing Agreement

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.

Dated: December 10, 1997 THIRD CAPITAL, LLC

By: /s/ Christopher L. Jarratt
--------------------------------------
Christopher L. Jarratt, Chief Manager

PAG CORP.

By: /s/ Christopher L. Jarratt
--------------------------------------
Christopher L. Jarratt, President

PAG PARTNERS, L. P.

By: PAG CORP.
--------------------------------------
Its Sole General Partner

By: /s/ Christopher L. Jarratt
-------------------------------------
Christopher L. Jarratt, President

Page 9 of 10

<PAGE>

CUSIP No. 560840-10-0

Exhibit Index
-------------

Exhibit 7.1 -- Agreement with Third Capital, LLC

Exhibit 7.2 -- Joint Filing Agreement

Page 10 of 10

Exhibit 7.1
THIRD CAPITAL, LLC

NINTH FLOOR
314 CHURCH STREET
NASHVILLE, TENNESSEE 37201
FAX: 615.255.3190
615.255.3199

Agreement Re: Investment in Major Realty Corp.
----------------------------------------------

This Agreement dated as of December 1, 1997, is executed by and between Third
Capital, LLC ("Third Capital") and PAG Parnters, L. P. ("PAG") regarding the
acquisition of an investment position in Major Realty Corp., a publicly traded
corporation (the "Company").

NOW THEREFORE, in consideration of good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:

1. To the extent that PAG, either directly or indirectly through one or more
of its affiliated entities makes an investment in the Company, through the
purchase of stock in the Company or otherwise, then PAG shall pay Third Capital:
(i) an amount equal to two percent (2%) of PAG's investment in the Company; such
amount to be paid immediately as the Company's stock is acquired by PAG, and
(ii) an amount equal to twenty percent (20%) of the profits, if any, PAG
realizes on such investment after PAG has received a nine percent (9%) annual,
non-compounded preferential return on such investment.

For purposes of subparagraph (i) above, the amount of PAG's investment shall be
determined by the aggregate amount of cash paid and/or the fair market value of
other consideration given, in exchange for securities of the Company.

2. PAG shall pay Third Capital any and all direct costs incurred by Third
Capital in assisting PAG with the evaluation, negotiation or closing of an
investment in the Company, provided, however, the aggregate amount of such costs
shall not exceed $5,000.00 without the express written consent of PAG; such
amounts to be paid immediately as Third Capital incurs such direct costs.

3. PAG hereby grants to Third Capital the right to acquire 100 shares of the
Company at a price equal to $1.00 per share; such right to expire on January 1,
1999, unless Third Capital purchases such shares from PAG prior to such date.

<PAGE>

4. The term of this agreement shall be for a period of 1 year from the date
hereof and shall survive thereafter until such time as PAG no longer has an
investment in the Company.

5. The parties agree that the normal rules of construction interpreting
documents against the drafter thereof shall not apply to this agreement.
Provided, further, the parties agree that this document shall be governed by the
laws of the State of Tennessee.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date indicated above.

PAG Partners, L. P., a Tennessee limited
partnership

By: PAG Corp, a Tennessee corporation
----------------------------------
Its General Partner

By: /s/ C. L. Jarratt
----------------------------
C. L. Jarratt, President

Attest: /s/ J. A. Jarratt
------------------------
J.A. Jarratt, Secretary

THIRD CAPITAL, LLC, a Tennessee limited
liability company

By: /s/ C. L. Jarratt
----------------------------------
C. L. Jarratt, Chief Manager

Attest: /s/ James G. Lewis
------------------------------
James G. Lewis, Secretary

EXHIBIT 7.2

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: December 10, 1997 THIRD CAPITAL, LLC

By: /s/ Christopher L. Jarratt
--------------------------------------
Christopher L. Jarratt, Chief Manager

PAG CORP.

By: /s/ Christopher L. Jarratt
--------------------------------------
Christopher L. Jarratt, President

PAG PARTNERS, L. P.

By: PAG CORP.
--------------------------------------
Its Sole General Partner

By: /s/ Christopher L. Jarratt
----------------------------------
Christopher L. Jarratt, President