UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SILICON VALLEY RESEARCH, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
827068-20-6
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 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 the 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 1 of 12<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 2 of 12
1 Name of Reporting Person J.F. SHEA CO., INC.
IRS Identification No. of Above Person 94-1530032
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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 Nevada
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,122,3671*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 5,122,367*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 5,122,367*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 22.6%
14 Type of Reporting Person CO
*See Item 5 below.<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 3 of 12
1 Name of Reporting Person JOHN F. SHEA
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,122,3671*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 5,122,367*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 5,122,367*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 22.6%
14 Type of Reporting Person IN
*See Item 5 below.<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 4 of 12
1 Name of Reporting Person EDMUND H. SHEA, JR.
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,122,3671*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 5,122,367*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 5,122,367*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 22.6%
14 Type of Reporting Person IN
*See Item 5 below.<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 5 of 12
1 Name of Reporting Person PETER O. SHEA
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 5,122,3671*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 5,122,367*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 5,122,367*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 22.6%
14 Type of Reporting Person IN
*See Item 5 below.<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 6 of 12
Item 1. Security and Issuer
This Amendment to Schedule 13D relates to shares of
common stock (the "Common Stock") of Silicon Valley Research,
Inc., a California corporation (the "Issuer"). The principal
executive office and mailing address of the Issuer is 6360 San
Ignacio Avenue, San Jose, California 95119.
Item 2. Identity and Background
(a), (b) and (c) This Schedule 13D is filed on behalf
of J.F. Shea Co., Inc. ("JFSCI"), John F. Shea, Edmund H. Shea,
Jr. and Peter O. Shea (collectively, the "Reporting Persons").
JFSCI is a Nevada corporation whose principal business is
construction, land development and venture capital investment.
Its business address is 655 Brea Canyon Road, Walnut, California
91789. The names of the executive officers and directors of
JFSCI, their addresses, citizenship and principal occupations are
as follows:
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
John F. Shea 655 Brea Canyon Rd. USA President of
President and Walnut, CA 91789 JFSCI
Director
Edmund H. 655 Brea Canyon Rd. USA Vice
Shea, Jr. Walnut, CA 91789 President of
Vice President JFSCI
and Director
Peter O. Shea 655 Brea Canyon Rd. USA Vice
Vice President Walnut, CA 91789 President of
and Director JFSCI
James G. 655 Brea Canyon Rd. USA Secretary/
Shontere Walnut, CA 91789 Treasurer of
Secretary/ JFSCI
Treasurer and
Director
(d) To the best knowledge of the Reporting Persons,
during the past five years, none of the entities or individuals
identified in this Item 2 has been convicted of any criminal
proceeding (excluding traffic violations or similar
misdemeanors).<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 7 of 12
(e) To the best knowledge of the Reporting Persons,
during the past five years, none of the entities or individuals
identified in this Item 2 has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
which resulted in being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or which
found any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of securities was
the working capital of entities and the personal funds of
individuals.
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities for
investment. Depending upon market conditions and other factors,
the Reporting Persons may acquire additional securities of the
Issuer, in the open market, in privately negotiated transactions
or otherwise. Alternatively, depending upon market conditions
and other factors, the Reporting Persons may, from time to time,
dispose of some or all of the securities of the Issuer.
Although the Reporting Persons reserve the right to
develop plans or proposals in the future with respect to the
following items, at the present time they have no plans or
proposals that relate to or would result in any of the following:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or terms of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 8 of 12
(g) Any change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) Causing a class of equity securities of the Issuer to
become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a), (b) According to information furnished to the
Reporting Persons by the Issuer, there were 20,601,673 shares of
Common Stock issued and outstanding as of December 31, 1997.
Based on such information, after taking into account the
transactions described in Item 5(c) below, the Reporting Persons
report the following direct holdings and corresponding percentage
interests in the Common Stock (computed in accordance with Rule
13d-3(d)(1)(i) of the Securities Exchange Act of 1934):
Shares of Shares
Common Underlying Percentage
Name Stock Owned Warrants Total Owned
JFSCI 2,547,168 2,088,425 4,635,593 20.4%
E&M RP Trust 472,258 -0- 472,258 2.3%
John F. Shea 7,258 -0- 7,258 *
Peter O. 7,258 -0- 7,258 *
Shea _________ _________ _________ _____
Total 3,033,942 2,088,425 5,122,367 22.6%
========= ========= ========= =====
*Less than 0.1%
The E&M RP Trust is a revocable trust. The trustors and
trustees of the trust are Edmund H. Shea, Jr. (described above)
and his wife, Mary. The address of the trust is 655 Brea Canyon
Rd., Walnut, CA 91789.<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 9 of 12
Because voting and investment decisions with respect to
the above securities may be made by or in conjunction with the
other Reporting Persons, the Reporting Persons may be deemed to
be members in a group, in which case each Reporting Person would
be deemed to have beneficial ownership of an aggregate of
5,122,367 shares of the Common Stock, which is 22.6% of the
outstanding Common Stock (computed in accordance with Rule 13d-
3(d)(1)(i) of the Securities Exchange Act of 1934). As a
shareholder, director and executive officer of JFSCI, each of
John F. Shea, Edmund H. Shea, Jr. and Peter O. Shea might be
deemed to be the beneficial owner of the securities beneficially
owned by JFSCI. Although each such person is joining in this
Schedule as a Reporting Person, the filing of this Schedule shall
not be construed as an admission that he or any of the other
shareholders, directors or executive officers of JFSCI is, for
any purpose, the beneficial owner of any of the securities that
are beneficially owned by JFSCI.
(c) During the last 60 days, the only transaction in
securities of the Issuer by the Reporting Persons (or other
persons identified in Item 2 above) was the following: On
December 30, 1997 JFSCI acquired from the Issuer 839,000 shares
of Common Stock and a warrant to purchase an additional 839,000
shares of Common Stock. The purchase price in this privately
negotiated transaction was $0.615 for each share of Common Stock
and $0.125 for each warrant share.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None of the Reporting Persons is a party to any contract,
arrangement, understanding or relationship with respect to any
securities of the Issuer, including but not limited to the
transfer or voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A Joint Filing Undertaking<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 10 of 12
Signatures
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: January 12, 1998
J.F. SHEA CO., INC., a Nevada /s/ John F. Shea
corporation ______________________________
JOHN F. SHEA
By: /s/ Edmund H. Shea, Jr.
__________________________ /s/ Edmund H. Shea, Jr.
Edmund H. Shea, Jr. ______________________________
Vice President EDMUND H. SHEA, JR.
/s/ Peter O. Shea
______________________________
PETER O. SHEA<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 11 of 12
INDEX TO EXHIBITS
Item Description Sequentially
Numbered Page
Exhibit A Joint Filing Undertaking 12<PAGE>
CUSIP NO. 827068-20-6 SCHEDULE 13D Page 12 of 12
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to this Amendment to
Schedule 13D to evidence the agreement of the below-named parties,
in accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Amendment jointly on behalf of
each of such parties.
Dated: January 12, 1998
J.F. SHEA CO., INC., a Nevada /s/ John F. Shea
corporation ______________________________
JOHN F. SHEA
By: /s/ Edmund H. Shea, Jr.
__________________________ /s/ Edmund H. Shea, Jr.
Edmund H. Shea, Jr. ______________________________
Vice President EDMUND H. SHEA, JR.
/s/ Peter O. Shea
______________________________
PETER O. SHEA<PAGE>
