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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SEARCH CAPITAL GROUP, INC.
--------------------------
(NAME OF ISSUER)
Common Stock
------------
(TITLE OF CLASS OF SECURITIES)
2812207-10-8
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(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)
May 2, 1996
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(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).
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SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 1 of 3 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
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 11,880,180
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
11,880,180
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,880,180
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0
14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 2 of 3 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
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 11,880,180
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
11,880,180
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,880,180
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0
14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. 812207-10-8 Page 3 of 3 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
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 11,880,180
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
11,880,180
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,880,180
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.0
14. TYPE OF REPORTING PERSON*
PN
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AMENDMENT NO. 2 TO SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
This statement 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
This Schedule 13D is filed on behalf of Hall Financial Group, Inc., a
Delaware corporation ("HFG"), Phoenix/Inwood Corporation, a Texas corporation
("PIC"), and Hall Phoenix/Inwood, Ltd., a Texas limited partnership ("HPI"),
each of whose principal office is located at 750 N. St. Paul, Suite 200,
Dallas, Texas 75201. PIC is a wholly-owned subsidiary of HFG and the general
partner of HPI. The principal business of HFG, PIC and HPI is real estate
investment and property management.
(a)-(c) The following are the executive officers, directors and other
controlling persons of HFG, PIC and HPI:
i. Craig Hall is the sole director, President and a significant
shareholder of HFG and a director of PIC. His principal
employment is with HFG and his business address is the same
as HFG.
ii. Kathryn W. Hall is an Executive Vice President and
significant shareholder of HFG and a director of PIC. Her
principal employment is with HFG and her principal business
address is the same as HFG.
iii. Donald L. Braun is an Executive Vice President and the
Treasurer of HFG and the President and Treasurer of PIC. His
principal employment is with HFG and his business address is
the same as HFG.
iv. Mark Depker is an Executive Vice President of HFG and a Vice
President of PIC. His principal employment is with HFG and
his business address is the same as HFG.
v. Larry E. Levey is a Senior Vice President of HFG and a Vice
President of PIC. His principal employment is with HFG and
his business address is the same as HFG.
vi. Charles E. Casebier is a Senior Vice President of HFG and a
Vice President of PIC. His principal employment is with HFG
and his business address is the same as HFG.
vii. Janet K. Carlson is the Secretary and Associate General
Counsel of HFG and the Secretary of PIC. Her principal
employment is with HFG and her business address is the same
as HFG.
Amendment No. 2 to Schedule 13D
of Hall Financial Group, Inc. Page 5
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(d) None of HFG, PIC, HPI or any of their executive officers,
directors or other controlling persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of HFG, PIC, HPI or any of their executive officers,
directors or other controlling persons has, during the last five years, been
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities law
or been found in violation with respect to such laws.
(f) Each of the executive officers, directors and other
controlling persons of HFG, PIC and HPI is a citizen of the United States,
except for Janet K. Carlson who is a citizen of Great Britain.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
HPI acquired certain shares of Search equity securities upon the
conversion of $1,718,397 in promissory notes representing loans from HFG to
Search. Search promissory notes in the aggregate amount of $2,284,487 had
previously been assigned from HFG to HPI in consideration of a loan payable by
HPI to HFG in a similar amount. HPI acquired additional shares of Search
equity securities for $4,346,429 in cash, which amount was also borrowed from
HFG. The loans to HPI were made from the working capital of HFG.
ITEM 4. PURPOSE OF TRANSACTION
HPI has acquired equity securities of Search for investment.
(a)-(c) Not applicable.
(d) Under certain circumstances, HFG or HPI may have the right to
elect up to two directors of Search. (See, Item 6.)
(e)-(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) HPI has acquired 4,138,378 shares of the Common Stock of
Search and 2,032,812 shares of the Preferred Stock of Search. Each share of
the Search Preferred Stock is convertible into two shares of Search Common
Stock. HPI also has the right to acquire 3,676,178 shares of the Common Stock
of Search pursuant to certain warrants which are presently exercisable.
Therefore, HFG, PIC and HPI beneficially own 11,880,180 shares of the Common
Stock of Search (computed in accordance with Rule 13d-3(d)(1) promulgated under
the Exchange Act of 1934). Based upon information obtained from Search, as of
the date hereof HFG, PIC and HPI beneficially own approximately 34.0% of the
Common Stock of Search (similarly computed), and assuming issuance of all
shares of Common Stock required to be issued under Search's Joint Plan of
Reorganization. (See, Item 6.)
Amendment No. 2 to Schedule 13D
of Hall Financial Group, Inc. Page 6
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(b) HFG, PIC and HPI share the power to vote and to dispose of the
Common Stock of Search acquired by HPI.
(c) On or about May 2, 1996, Search issued to HPI an additional
185,654 shares of the Search Common Stock as a result of the final
determination of the amount of securities issuable under its Joint Plan of
Reorganization. HPI paid no additional consideration for such shares. (See,
Item 6.)
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On August 14, 1995, certain subsidiaries (the "Bankrupt Subsidiaries") of
Search filed a petition in the United States Bankruptcy Court for the Northern
District of Texas seeking protection under Chapter 11 of the U.S. Bankruptcy
Code. Search and certain of its other subsidiaries (the "Non-Bankrupt
Subsidiaries") did not file bankruptcy petitions but were co-proponents of a
Joint Plan of Reorganization (the "Plan") proposed in the bankruptcy
proceedings.
HPI acquired certain shares of the Search Common Stock, shares of the
Search Preferred Stock and warrants to purchase Search Common Stock pursuant to
an option (the "Search Option") granted by Search to HFG and subsequently
assigned to HPI. Pursuant to the terms of the Search Option, the amount of
each such security subject to the Search Option was determinable by reference
to the securities issuable to creditors of the Bankrupt Subsidiaries under the
Plan. The final determination of the amount of securities issuable to such
creditors under the Plan was completed on or about May 2, 1996.
HPI is the holder of a warrant (the "Loan Warrant") to purchase 3,000,000
shares of the Common Stock of Search at an exercise price of $2.00 per share.
The Loan Warrant is presently exercisable and expires on November 30, 2000.
HPI is also the holder of a warrant (the "Plan Warrant") to purchase 676,178
shares of the Common Stock of Search. The Plan Warrant is exercisable at any
time within five years following the effective date of the Plan at an exercise
price of $2.00 per share in the first year, $2.25 per share in the second year,
$2.50 per share in the third year, $2.75 per share in the fourth year and $3.00
per share in the final year.
HPI has the right to require Search to effect the registration under the
Securities Act of 1933 of any or all of the securities of Search acquired by
HPI pursuant to the foregoing transactions. If Search proposes to otherwise
register any of its securities under such Act, HPI also has the right to
require Search to register up to 2,500,000 shares of the Search Common Stock
owned by HPI plus any shares acquired upon exercise of the Loan Warrant.
Amendment No. 2 to Schedule 13D
of Hall Financial Group, Inc. Page 7
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Search has granted HPI the right to have one representative in attendance
at all meetings of the board of directors of Search as an observer and guest.
HPI also has the right to elect two members of the Search board of directors in
lieu of its observer representative. Search has agreed to amend its articles
of incorporation and bylaws as necessary to provide HPI the right to elect such
members of its board of directors.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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: June ____, 1996
HALL FINANCIAL GROUP, INC.
By: /s/ LARRY E. LEVEY
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Larry E. Levey, Senior Vice President
PHOENIX/INWOOD CORPORATION
By: /s/ LARRY E. LEVEY
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Larry E. Levey, Vice President
HALL PHOENIX/INWOOD, LTD.
By: PHOENIX/INWOOD CORPORATION
By: /s/ LARRY E. LEVEY
----------------------------------------
Larry E. Levey, Vice President
Amendment No. 2 to Schedule 13D
of Hall Financial Group, Inc. Page 8
