UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
MOTOR CLUB OF AMERICA
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
619823107
(CUSIP NUMBER)
William E. Lobeck, Jr.
1132 S. Lewis Ave.
Tulsa, OK 74104-3906
(918) 585-5129
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
August 21, 2000
(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.
1 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 PAGE 2 OF 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARCHER McWHORTER
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) [TAURUS]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 301,635
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING PERSON 536,175
WITH
9 SOLE DISPOSITIVE POWER
301,635
10 SHARED DISPOSITIVE POWER
536,175
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
536,175
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [TAURUS]
23.1%
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON *
IN
2 OF 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 PAGE 3 OF 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SLEEPY LAGOON, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A)[X]
(B)[TAURUS]
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) [TAURUS]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING PERSON 232,540
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
232,540
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,540
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [TAURUS]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 TYPE OF REPORTING PERSON *
PN
3 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 PAGE 4 OF 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALVIN E. SWANNER
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) [TAURUS]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 301,634
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING PERSON 534,166
WITH
9 SOLE DISPOSITIVE POWER
301,634
10 SHARED DISPOSITIVE POWER
534,166
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,166
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [TAURUS]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0 %
14 TYPE OF REPORTING PERSON *
IN
4 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 PAGE 5 OF 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRION PROPERTIES, A LOUISIANA PARTNERSHIP IN COMMENDAM
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A)[X]
(B)[TAURUS]
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) [TAURUS]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
LOUISIANA
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING PERSON 232,532
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
232,532
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,532
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [TAURUS]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 TYPE OF REPORTING PERSON *
PN
5 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 PAGE 6 OF 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM E. LOBECK, JR.
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) [TAURUS]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 498,768
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
498,768
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [TAURUS]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
14 TYPE OF REPORTING PERSON *
IN
6 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 PAGE 7 OF 11
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KATHRYN L. TAYLOR
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) [TAURUS]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 15,399
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
15,399
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,399
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [TAURUS]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON *
IN
7 of 11
<PAGE>
Schedule 13D
The persons signing this Schedule 13D Amendment 5 ( collectively the
"REPORTING PERSONS") hereby amend the statement on Schedule 13D as previously
amended (collectively, the "SCHEDULE 13D"), with respect to their beneficial
ownership of Common Stock of Motor Club of America, a New Jersey corporation
(the "ISSUER"). Capitalized terms not otherwise defined shall have the meaning
ascribed to them in Amendment 3.
Item 1. Security and Issuer.
Common Stock, par value $.50 per share, of the Issuer having principal
executive offices at 95 Route 17 South, Paramus, New Jersey 07653.
Item 2. Identity and Background.
In addition:
a) Kathryn L. Taylor;
b) Ms. Taylor's business address is 1132 S. Lewis Avenue, Tulsa, OK
74104-3906;
c) Ms. Taylor's principal occupation is being engaged in investing;
d) Ms. Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors);
e) Ms. Taylor has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of such proceeding is or was 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 finding any violation with respect to such laws;
f) Ms. Taylor is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price of the shares was paid with personal funds of SL, BP,
Mr. Lobeck and Ms. Taylor, respectively.
Item 4. Purpose of Transactions
This Amended Report supplements the prior Item 4. The Reporting Persons
believe the recent market price of the Issuer is undervalued as in comparison to
what the Reporting Persons believe is its inherent fair market value.
Each of the parties together effected the purchase of 25,500 shares of
Common Stock for an aggregate of $206,566 by purchasing 6,000 shares at $8 per
share on June 1, 2000, 2,500 shares at $8.125 per share on June 2, 2000, 2,500
shares at $8.125 per share on June 13, 2000, 2,000 shares at $8.0938 per share
on August 2, 2000, 1,000 shares at $8.125 per share on August 3, 2000, 2,500
shares at $8.125 per share on August 9, 2000, 7,000 shares at $8.125 per share
on August 10, 2000 and 2,000 shares at $8.0625 per share on August 21, 2000.
Other than Kathryn L. Taylor (the wife of William E. Lobeck), each of the
Purchasers is a director of the Issuer, and together they constitute the
Executive Committee of the Issuer's Board of Directors. Although the Purchasers
acted in concert with respect to the transactions described herein, there is
presently no agreement, understanding or arrangement among any of them to act in
concert again in the future with respect to any of the Issuer's securities. Any
one or more of the Purchasers, Ms. Taylor, SL and Brion Properties, Ltd. may
effect, alone or together, additional transactions in securities of the Issuer
through a variety of possible means, including but not limited to open market
and privately negotiated transactions. None of the Purchasers, Ms. Taylor, SL or
Brion Properties, Ltd. is bound to increase or decrease his, her or its
holdings, and depending upon future developments, may also in his, her or its
sole discretion determine at any time or from time to time to acquire additional
Issuer securities or to sell or otherwise dispose of any or all of his, her or
its Issuer securities. Each such individual and entity reserves the right to act
with respect to his, her or its holdings as he, she or it deems in his, her or
its best interests.
8 of 11
<PAGE>
Except as set forth in Item 3 or in this Item 4, none of Messrs. McWhorter,
Lobeck or Swanner, Ms. Taylor or Brion Properties, Ltd. or Sleepy Lagoon, Ltd.,
has any present plan or proposal that relates 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.
The following table sets forth certain information as to the beneficial
ownership of the Issuer's common stock by the Reporting Persons as of the date
hereof.
<TABLE>
<CAPTION>
Shares
Shares Beneficially Owned Purchased
Prior to June 1, 2000 June 1, 2000 to
------------------------------------ August 21, 2000
---------------
Issued Shares to be Acquired Upon
Name Shares Conversion of Debentures
---- ------ ------------------------
<S> <C> <C> <C> <C>
Archer McWhorter 303,635(a) 201,736(c) -0- 21.7%(b)
Sleepy Lagoon, Ltd. 22,300 201,736(c) 8,504 10.0%(b)
Alvin E. Swanner 301,634 201,735(d) -0- 21.6%(b)
Brion Properties 22,300 201,735(d) 8,497 10.0%(b)
William E. Lobeck 300,751(e) 193, 767 4,250 21.5%(b)
Kathryn L. Taylor(f) 11,150 -0- 4,249 0.7%(b)
------- -------
959,770 25,500
Totals:
</TABLE>
(a) Includes 301,635 shares of the Issuer's common stock beneficially owned
by Archer McWhorter held of record by the McWhorter Family Trust, of which Mr.
McWhorter is a Trustee, and 2,000 shares by his wife; Mr. McWhorter disclaims
beneficial ownerhsip in his wife's shares.
(b) Based upon 2,124,387 shares of Common Stock outstanding as reported by
the Issuer in its most recent annual report on Form 10-K.
(c) The 201,736 shares of the Issuer's common stock to be acquired upon
conversion in full of the Debentures, as described in Item 3 of Amendment 3 to
this Schedule 13D, will be held of record by Sleepy Lagoon, Ltd., a Texas
limited partnership of which Mr. McWhorter is the general partner. Such shares
will be beneficially owned by Mr. McWhorter.
(d) The 201,735 shares of the Issuer's common stock to be acquired upon
conversion in full of the Debentures, as described in Item 3 of Amendment 3 to
this Schedule 13D, will be held of record by Brion Properties, a Louisiana
partnership in commendam of which Mr. Swanner is the general partner. Such
shares will be beneficially owned by Mr. Swanner.
(e) Includes 4,250 shares of the Issuer's Common Stock beneficially owned
by William E. Lobeck held of record by the William E. Lobeck Revocable Trust, of
which Mr. Lobeck is a Trustee.
9 of 11
<PAGE>
(f) The shares of the Issuer's Common Stock beneficially owned by Kathryn
L. Taylor are held by Kathryn L. Taylor Revocable Trust, of which Ms. Taylor is
a Trustee. Ms. Taylor is the wife of William E. Lobeck; Mr. Lobeck disclaims
beneficial ownership in such shares.
There have been no transactions in respect of the Issuer's common stock
during the past 60 days which are required to be reported in this Item 5 except
as described above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None, other than as described in Items 3 and 4.
Item 7. Material to be Filed as Exhibits.
None
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.
ARCHER McWHORTER
Date: August , 2000 /s/ Archer McWhorter
--------------------------------------
SLEEPY LAGOON LTD.
Date: August , 2000 By: /s/ Archer McWhorter
--------------------------------------
Name: Archer McWhorter
Title: General Partner
ALVIN E. SWANNER
Date: August , 2000 /s/ Alvin E. Swanner
--------------------------------------
BRION PROPERTIES, a Louisiana
partnership in commendam.
Date: August , 2000 By: /s/ Alvin E. Swanner
--------------------------------------
Name: Alvin E. Swanner
Title: General Partner
10 of 11
<PAGE>
WILLIAM E. LOBECK
Date: August , 2000 /s/ William E. Lobeck
--------------------------------------
KATHRYN L. TAYLOR
Date: August , 2000 /s/ Kathryn L. Taylor
--------------------------------------
11 of 11
