<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
SEARCH CAPITAL GROUP, INC.
--------------------------
(NAME OF ISSUER)
Common Stock
------------
(TITLE OF CLASS OF SECURITIES)
2812207-10-8
------------------------------
(CUSIP NUMBER)
Larry E. Levey, Hall Financial Group, Inc.,
750 N. St. Paul, Suite 200, Dallas, TX 75201 Telephone: 214/953-1155
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
November 21, 1996
-------------------------------------------------------
(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 in 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> 2
SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 1 of 5 Pages
------------------ ----- ------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HALL FINANCIAL GROUP, INC.
75-1298736
- --------------------------------------------------------------------------------
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 7. SOLE VOTING POWER
SHARES -0-
---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 2 of 5 Pages
------------------- ------ -------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHOENIX/INWOOD CORPORATION
75-2430745
- --------------------------------------------------------------------------------
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
TEXAS
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 3 of 5 Pages
------------------ ----- ------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HALL PHOENIX/INWOOD,LTD.
- --------------------------------------------------------------------------------
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
TEXAS
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 4 of 5 Pages
------------------ ----- ------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRAIG HALL
###-##-####
- --------------------------------------------------------------------------------
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 OF AMERICA
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 5 of 5 Pages
------------------ ----- ------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LARRY E. LEVEY
###-##-####
- --------------------------------------------------------------------------------
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 OF AMERICA
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,300
---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 18,167
---------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,300
---------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
18,167
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,467
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 7
AMENDMENT NO. 4 TO SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4 to Schedule 13D relates to the $0.01 par value Common
Stock of Search Capital Group, Inc. ("Search"), whose principal executive
offices are located at 700 N. Pearl, Suite 400, L.B. 401, Dallas, Texas 75201-
2809.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is unchanged.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended by deleting the prior response in its entirety and
substituting the following therefor:
HFG, PIC and HPI initially acquired equity securities of Search
primarily for investment. HPI subsequently exercised its right to
designate two directors to Search's Board of Directors with a view toward
influencing management of Search. Mr. Hall and Mr. Levey served as the
designees of HPI on the Board of Directors of Search and, in such capacity,
received warrants to purchase shares of the common stock of Search. The
Reporting Persons have now disposed of all equity securities of Search
(other than a nominal number of shares beneficially owned by Mr. Levey
prior to his election as a director of Search), and Mr. Hall and Mr. Levey
have resigned as directors of Search. None of the Reporting Persons has
any present plans or proposals which relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended by deleting the prior response in its entirety and
substituting the following therefor:
(a) HFG, PIC, HPI and Mr. Hall no longer beneficially own any equity
securities of Search. Mr. Levey owns 1,300 shares of the Common Stock of
Search and may be deemed to beneficially own 5,931 shares of the Common
Stock and 6,118 shares of the Preferred Stock of Search held by his spouse.
Based upon information obtained from Search, as of the date
Amendment No. 4 to Schedule 13D
<PAGE> 8
hereof Mr. Levey beneficially owns less than 0.1% of the Common Stock of
Search.
(b) Mr. Levey has the sole power to vote and dispose of 1,300 shares
of the Common Stock of Search and shares with his spouse the right to vote
and dispose of 5,931 shares of the Common Stock and 6,118 shares of the
Preferred Stock of Search.
(c) In connection with the resolution of certain disputes and
litigation between Search and the Reporting Persons, on November 21, 1996,
Search paid to the Reporting Persons the sum of $9,000,000 in exchange for
all securities of Search owned jointly or severally by the Reporting
Persons (other than a nominal number of shares beneficially owned by Mr.
Levey) and the settlement and release of all claims between Search and the
Reporting Persons. Such amount was paid by Search by delivery to HPI of
$4,000,000 in cash and a subordinated promissory note for $5,000,000.
Pursuant to such settlement, Mr. Hall and Mr. Levey resigned as directors
of Search and the parties entered into a Standstill Agreement precluding
the Reporting Persons from taking substantially any actions with respect to
Search. (See, Item 6.)
(d) Not applicable.
(e) As of November 21, 1996, the Reporting Persons ceased to be the
beneficial owners of more than 5% of any class of the equity securities of
Search.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is amended by deleting the prior response in its entirety and
substituting the following therefor:
In connection with the resolution of certain disputes and litigation
between Search and the Reporting Persons, on November 21, 1996, the
Reporting Persons entered into a Standstill Agreement with Search pursuant
to which the Reporting Persons have agreed that, for a period of five
years, they will (i) refrain from substantially all actions directly or
indirectly affecting or influencing the securities, management, control,
business or assets of Search, (ii) not encourage, commence or participate
in any legal proceedings against Search, and (iii) make no public
statements regarding Search. In addition to specific performance and other
remedies, during the term of the Standstill Agreement Search has the right
to purchase for nominal consideration any securities of Search acquired by
the Reporting Parties and the Reporting Persons must disgorge to Search any
profits from the purchase and resale of any Search securities. Mr. Levey
has also agreed to cause the
Amendment No. 4 to Schedule 13D
<PAGE> 9
disposition of all remaining shares of Search securities beneficially owned
by him on or before November 29, 1996.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is added to the exhibits:
(6) Standstill Agreement dated November 21, 1996, among Search Capital
Group, Inc., Craig Hall, Larry Levey, Hall Financial Group, Inc.,
Phoenix/Inwood Corporation and Hall Phoenix/Inwood, Ltd.
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: November 26, 1996
HALL FINANCIAL GROUP, INC.
By: /s/ LARRY E. LEVEY
----------------------------------------
Larry E. Levey, Senior Vice President
PHOENIX/INWOOD CORPORATION
By: /s/ LARRY E. LEVEY
----------------------------------------
Larry E. Levey, Vice President
HALL PHOENIX/INWOOD, LTD.
By: PHOENIX/INWOOD CORPORATION
By: /s/ LARRY E. LEVEY
----------------------------------------
Larry E. Levey, Vice President
/s/ CRAIG HALL
----------------------------------------
Craig Hall
/s/ LARRY E. LEVEY
----------------------------------------
Larry E. Levey
Amendment No. 4 to Schedule 13D
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(6) Standstill Agreement dated November 21, 1996, among Search Capital
Group, Inc., Craig Hall, Larry Levey, Hall Financial Group, Inc.,
Phoenix/Inwood Corporation and Hall Phoenix/Inwood, Ltd.
</TABLE>
<PAGE> 1
EXHIBIT 99(6)
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT ("Standstill Agreement") is made and entered
into effective as of November 21, 1996 by and among SEARCH CAPITAL GROUP, INC.,
a Delaware corporation ("Search"), CRAIG HALL ("Hall"), LARRY LEVEY ("Levey"),
HALL FINANCIAL GROUP, INC. ("HFG"), a Delaware corporation, PHOENIX/INWOOD
CORPORATION ("PIC"), a Texas corporation, and HALL PHOENIX/INWOOD, LTD.
("HPI"), a Texas limited partnership. (Hall, Levey, HFG, PIC, and HPI are
sometimes collectively referred to as the "Stockholders" and individually as a
"Stockholder").
RECITALS
WHEREAS, the Stockholders own, either jointly or severally, some or all
of the "Stockholder Search Securities" (as defined below)
WHEREAS, certain disputes have arisen between Search and the
Stockholders and certain lawsuits have been filed regarding such disputes in
both Delaware and Texas.
WHEREAS, Search and the Stockholders have agreed to resolve such
disputes and lawsuits as more fully set forth in that certain Compromise and
Settlement Agreement dated November ___, 1996 ("Settlement Agreement") by and
among Search and the Stockholders.
WHEREAS, pursuant to the Settlement Agreement, Search and the
Stockholders have agreed to enter into this Standstill Agreement on the terms
and conditions below.
NOW, THEREFORE, in consideration of the foregoing recitals, and the
covenants, payments of money or other consideration, and agreements set forth
below, the receipt and sufficiency of which is hereby acknowledged and agreed
to, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used in this Standstill Agreement shall
have the meaning set forth in the Settlement Agreement except for the
capitalized terms specifically set forth below:
a. "Effective Date" means the date upon which this Agreement has
been fully signed by all of the parties hereto as noted below under the
parties' respective signatures.
Search-Hall Standstill Agreement -1-
<PAGE> 2
b. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and all rules promulgated thereunder as in effect on the
Effective Date.
c. "Group" has the same meaning as the term "group" set forth in
Section 13(d)(3) of the Exchange Act.
d. "Person" means any individual, firm, corporation, partnership or
other entity, including without limitation, any "person" or "group"
within the meaning of Section 13(d) under the Exchange Act.
e. "Search Affiliate" means each "affiliate" or "associate" of
Search (as such terms are defined in Rule 12b-2 under the Exchange Act
as of the Effective Date), whether or not such Person is such an
Affiliate as of the Effective Date, and each officer, director,
employee, shareholder, consultant, agent, representative, successor and
assign, of either Search or any Search Affiliate; excluding, however,
the Stockholders and any Stockholder Affiliate.
f. "Search Securities" means all common stock, preferred stock,
options, warrants, notes, and debentures (whether senior or
subordinated, secured or unsecured, convertible or nonconvertible), and
any other securities, which have been issued prior to the Effective Date
and/or which are issued during the Standstill Period, by Search or any
member of the Search Group.
g. "Standstill Period" means the period of time beginning with the
Effective Date and ending on the earlier of (i) the fifth (5th)
anniversary of the Effective Date or (ii) an Event of Default on the
Subordinated Note.
h. "Stockholder Affiliate" means each "affiliate" or "associate" of
a Stockholder (as such terms are defined in Rule 12b-2 under the
Exchange Act as of the Effective Date), whether or not such Person is
such an Affiliate as of the Effective Date, and each officer, director,
employee, shareholder, consultant, agent, representative, successor and
assign, of either a Stockholder or any Stockholder Affiliate; excluding,
however, Search and any Search Affiliate.
i. "Stockholder Documents" means any and all agreements, contracts
or other arrangements to which a Stockholder and/or a Stockholder
Affiliate is a party along with Search and/or a Search Affiliate.
Search-Hall Standstill Agreement -2-
<PAGE> 3
j. "Stockholder Search Securities" means all Search Securities
owned, possessed, or acquired by all of the Stockholders and/or any
Stockholder Affiliate prior to the Effective Date.
2. STANDSTILL COVENANTS OF STOCKHOLDERS. During the Standstill Period, the
Stockholders jointly and severally covenant that the Stockholders shall not,
and the Stockholders shall cause each Stockholder Affiliate (and each such
Affiliate's own affiliates and associates), not to:
a. No Acquisition of Securities: acquire, offer or propose to
acquire, or agree to acquire, directly or indirectly, alone or in
concert with any other Person, by purchase, exchange, gift or otherwise,
any Search Securities or direct or indirect rights, warrants or options
to acquire (through purchase, exchange, conversion or otherwise) any
Search Securities, or any securities issued in connection with any
merger, consolidation, sale of assets, combination or otherwise to which
Search or any Search Affiliate is a party.
b. No Proxy Solicitation: (i) make, or in any way participate in,
directly or indirectly, alone or in concert with others, any
"solicitation" of "proxies" (as such terms are defined or used in
Regulation 14A under the Exchange Act, as in effect on the Effective
Date) or become a "participant" in any "election contest" (as such terms
are defined or used in Rule 14a-11 under the Exchange Act) with respect
to Search or any Search Affiliate; or (ii) seek to advise or influence
any Person with respect to the voting of any Search Securities, or (iii)
initiate, propose or otherwise solicit Search Securities holders for the
approval of one or more stockholders or other securities holders
proposals or induce or attempt to induce any other Person to initiate
any stockholder or other securities holder proposal.
c. No Formation of a Group; No Influence: take any action, alone or
in concert with any other Person, to (i) form, join or in any way
participate in a Group with respect to any of the Search Securities;
(ii) acquire or affect the control of Search or any Search Affiliate;
(iii) control or influence the management, Board of Directors, policies
or affairs of Search or any Search Affiliate; or (iv) participate in or
encourage any Persons to take any action which is prohibited to be taken
by the Stockholders or any Stockholder Affiliate pursuant to this
Standstill Agreement.
Search-Hall Standstill Agreement -3-
<PAGE> 4
d. No Statements: except (i) with respect to the letter approved as
part of the Settlement Agreement, and (ii) for Stockholder(s) referring
people to Search or the press release mentioned in the Settlement
Agreement, make any statement or proposal, whether written or oral,
alone or in concert with any other Person, to the Board of Directors of
Search or any Search Affiliate, to any director or officer of Search or
any Search Affiliate, to any shareholder, noteholder, securities holder
or creditor of Search or any Search Affiliate, or otherwise make any
public announcement or proposal whatsoever with respect to Search or any
Search Affiliate, including but not limited to a merger or other
business combination, sale or transfer of assets, liquidation or other
corporate transaction by Search or any Search Affiliate.
e. No Shopping: alone, or in concert with any other Person, solicit,
encourage, entertain or discuss with any Person, any proposal with
respect to Search or any Search Affiliate, including but not limited to,
a business combination or other transaction with, or a change of control
of, Search or any Search Affiliate.
f. No Tender Offers: make, solicit, encourage, discuss or
participate in, alone or in concert with any other Person, a tender
offer for or exchange for any Search Securities.
g. No Asset Acquisition Offers: acquire, offer to acquire or agree
to acquire, directly or indirectly, alone or in concert with other
Person, by purchase, exchange or otherwise (i) all or a substantial
portion of the assets, tangible and/or intangible, of Search and/or any
Search Affiliate, or (ii) direct or indirect rights, warrants or options
to acquire any assets of Search and/or any Search Affiliate.
h. No Financing: arrange, or in any way participate in or
encourage, directly or indirectly, alone or in concert with any other
Person, any financing for the purchase, exchange, acquisition or
transfer of any assets of Search or any Search Affiliate or any of the
Search Securities.
i. No Call of Meeting: alone or in concert with any other Person (i)
call, or seek to call, any meeting of Search's shareholders,
noteholders, securities holders and/or other creditors, or (ii) in
connection with such meeting make any request to examine, copy or make
extracts from any of Search's books, records, or list of shareholders.
Search-Hall Standstill Agreement -4-
<PAGE> 5
j. No Announcement: announce an intention to do, or enter into any
agreement, arrangement or understanding with any other Person to do, any
of the actions restricted or prohibited under this Section 2, including
but not limited to (i) announcing a change in their intent, purpose,
plans or proposals with respect to either Search, any Search Affiliate
or any of the Search Securities; or (ii) proposing any amendment to or
termination of any of the terms of the Settlement Agreement or any of
the terms of any agreement contemplated by the Settlement Agreement,
including but not limited to this Standstill Agreement, except for final
Exchange Act Section 13(d) filings regarding the transfer of the
Stockholder Search Securities by the Stockholders to Search.
k. No Creditor Actions; Bankruptcy: alone, or in concert with any
other Person, (i) communicate with any of Search's creditors regarding
Search or any Search Affiliate; (ii) file, or initiate the filing of any
bankruptcy petition against Search or any Search Affiliate; or (iii)
take any other action which has a material negative effect on Search's
financial condition.
3. COVENANT NOT TO SUE. During the Standstill Period, the Stockholders
jointly and severally covenant that the Stockholders shall not, and the
Stockholders shall cause each Stockholder Affiliate (and each such Affiliate's
own affiliates and associates), not to, encourage, commence or participate in
any action, lawsuit, or any other legal proceeding against Search or any Search
Affiliates.
4. NO PUBLIC STATEMENTS.
a. By Stockholders. During the Standstill Period, the Stockholders
jointly and severally covenant that the Stockholders shall not, and the
Stockholders shall cause each Stockholder Affiliate (and each such
Affiliate's own affiliates and associates), not to, make any public
statements about Search or any Search Affiliate.
b. By Search. During the Standstill Period, Search covenants that
Search shall not, and Search shall cause each Search Affiliate (and each
such Affiliate's own affiliates and associates), not to, make any public
statements about the Stockholders or any Stockholder Affiliate.
5. SPECIFIC PERFORMANCE. Search will be entitled to an injunction to
prevent a breach of the provisions of the Standstill Agreement and to specific
enforcement of its terms. The Stockholders consent, and shall cause the
Stockholder
Search-Hall Standstill Agreement -5-
<PAGE> 6
Affiliates to consent, to personal jurisdiction in any action brought in the
United States District Court for the Northern District of Texas or in any court
of the State of Texas having subject matter jurisdiction and to service of
process upon them.
6. NO ASSIGNMENT. The Stockholders represent and warrant that they have
not sold, gifted or transferred in any other manner any Search Securities.
7. CHOICE OF LAW. Search and Stockholders agree that this Standstill
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.
8. PARTIAL INVALIDITY. Should any of the parts, terms, clauses or
provisions of this Standstill Agreement be declared or determined by any court
of competent jurisdiction to be illegal or invalid, the validity of the
remaining parts, terms, clauses and provisions shall not be affected thereby
and said invalid or illegal part, term, clause or provision shall be deemed not
to be a part of the Standstill Agreement.
9. MERGER. This Standstill Agreement supersedes all previous negotiations,
representations and discussions by the parties hereto concerning the subject
matter hereof, and integrates the whole of all of their agreements and
understanding concerning the subject matter hereof. No oral representations or
undertakings concerning the subject matter hereof shall operate to amend,
supersede, or replace any of the terms or conditions set forth in this
Standstill Agreement.
10. AMENDMENT. This Standstill Agreement may only be amended in writing
signed by authorized representatives of all the parties hereto. This Agreement
cannot be changed or terminated orally.
11. BINDING ON SUCCESSORS. This Standstill Agreement shall be binding upon
and shall inure to the benefit of the parties and their representatives, heirs,
successors, and assigns.
12. ADDITIONAL REMEDIES. In addition to any other remedies available to
Search at law or equity if this Standstill Agreement is breached by a
Stockholder or Stockholder Affiliate, the parties hereto agree as follows:
a. Transfer of Securities. If, at any time or from time to time
during the Standstill Period, any Stockholder or Stockholder Affiliate
violates Section 2.a of this Standstill Agreement, Search shall have the
right to (i) purchase all Search Securities acquired and still held by
any and all Stockholders and/or Stockholder Affiliates for
Search-Hall Standstill Agreement -6-
<PAGE> 7
the price of One Dollar ($1.00) and (ii) direct the Search's securities
transfer agent to transfer all such Search Securities from the
Stockholders and Stockholder Affiliates to Search.
b. Disgorgement of Profits. If, at any time or from time to time
during the Standstill Period, any Stockholder or Stockholder Affiliate
violates Section 2.a of this Standstill Agreement and acquires and then
resells, exchanges or otherwise transfers such Search Securities, Search
shall have the right to force the Stockholders and/or Stockholder
Affiliates to promptly pay to Search in cash an amount of money equal to
the greater of (i) the amount of money or other consideration received
by the Stockholders and/or Stockholder Affiliates upon any such resale,
exchange or other transfer of such Search Securities, and (ii) the
market value of the Search Securities.
13. NOTICES. All notices given with regard to this Standstill Agreement
shall be given in accordance with the terms of Section 24 of the Settlement
Agreement.
14. PERMITTED COMMUNICATIONS. Notwithstanding any of the foregoing, the
Stockholders may (i) file any documents required by the Securities and Exchange
Commission, provided that the content of any document(s) so filed does not
violate any of the other terms and conditions of this Standstill Agreement;
(ii) respond to any legal subpoena, after notice to Search immediately
following service of such subpoena; and (iii) if so advised by counsel, the
Stockholders may file the Settlement Documents with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, the parties have executed this Standstill Agreement
to be effective for all purposes as of the Effective Date.
Executed to be effective as of the date above written.
SEARCH CAPITAL GROUP, INC. ("Search")
By: /s/ ROBERT D. IDZI
------------------------------------
Printed Name: Robert D. Idzi
--------------------------
Title: Senior EVP & CPO
---------------------------------
"STOCKHOLDERS"
/s/ CRAIG HALL
---------------------------------------
CRAIG HALL
Search-Hall Standstill Agreement -7-
<PAGE> 8
PHOENIX/INWOOD CORP.
By: /s/ LARRY LEVEY
------------------------------------
Printed Name: Larry Levey
--------------------------
Title: Vice President
---------------------------------
HALL PHOENIX/INWOOD, LTD.
By: PHOENIX/INWOOD CORP.,
GENERAL PARTNER
By: /s/ LARRY LEVEY
------------------------------------
Printed Name: Larry Levey
--------------------------
Title: Vice President
---------------------------------
HALL FINANCIAL GROUP, INC.
By: /s/ LARRY LEVEY
------------------------------------
Printed Name: Larry Levey
--------------------------
Title: Vice President
---------------------------------
/s/ LARRY LEVEY
---------------------------------------
LARRY LEVEY
Search-Hall Standstill Agreement -8-
