SOURCE CAPITAL CORP
8-K, 2000-06-28
FINANCE SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

         Date of Report (Date of earliest event reported):    May 25, 2000
                                                              ------------


                           SOURCE CAPITAL CORPORATION
                           --------------------------
             (Exact name of registrant as specified in its charter)

     Washington                    0-12199                    91-0853890
     ----------                    -------                    ----------
  (State or other                (Commission                 (IRS Employer
    Jurisdiction                 File Number)              Identification No.)
  of incorporation)

1825 N. Hutchinson Rd., Spokane, Washington                  (Zip Code)
-------------------------------------------                --------------
Registrant's telephone number, including area code:        (509) 928-0908


<PAGE>



ITEM 5.  OTHER EVENTS

         [A]      Annual Stockholders Meeting. At the annual stockholders
                  meeting of Source Capital Corporation (the "Company"), held on
                  May 25, 2000 the following matters were submitted to the vote
                  of the Company's shareholders.

                  (a)      Proposal (1) Election of Directors. Class III
                           directors Clarence H. Barnes, Robert E. Lee and D.
                           Michael Jones were reelected to the Board for a term
                           which expires at the annual meeting of stockholders
                           in 2003.

                  (b)      Proposal (2) Ratification of Auditors. The
                           re-appointment of BDO Seidman, LLP as auditors for
                           the year 2000 was ratified.

                  (c)      Voting. The results of voting on the election of
                           directors and the ratification of auditors were as
                           follows:

                           Election of Directors:
<TABLE>
<CAPTION>
<S>                          <C>                       <C>
                             D. Michael Jones          958,779 shares voted For
                                                       50,683 shares withheld authority to vote

                             Robert E. Lee             958,779 shares voted For
                                                       50,683 shares withheld authority to vote

                             Clarence A. Barnes        958,779 shares voted For
                                                       50,683 shares withheld authority to vote

                             Ratification of
                             Auditors                  949,308 shares voted For
                                                       44,368 shares voted Against
                                                       15,786 shares Abstained
</TABLE>

         [B]      Line-Of-Credit-Renewals.
                  -----------------------

                  1.       The Company's line of credit to fund real estate
                           lending activities was renewed in the amount of
                           $45,000,000, with a new note maturity date of April
                           30, 2001. The Company's real estate loans serve as
                           collateral for this line-of-credit to the extent they
                           are not more than 90 days past due, are on an accrual
                           basis, and are not more than 60 days past due as to
                           maturity. Loans in excess of $1,500,000 or that are
                           out of the Company's general service area require
                           specific approval by the lending banks in order to be
                           included in the collateral pool.

                           The real estate line of credit also requires the
                           Company to maintain minimum liquidity of $250,000 and

                                       2
<PAGE>

                           net worth of at least $18,000,000. In the net worth
                           computation the Company's convertible subordinated
                           debentures, in the present outstanding amount of
                           $5,500,000.00 are counted as equity. The real estate
                           line-of-credit usage is limited to not exceed a ratio
                           of 3.25 to 1 of borrowings to net worth as modified
                           in the previous sentence.

                  2.       The Company's leasing subsidiary's line-of-credit to
                           fund leases was extended 90 days on May 1, 2000 to
                           allow time for the annual Bank of America audit
                           review prior to renewal. The Company expects the line
                           will be renewed on or before the expiration of the
                           extension.

         [C]      Loan Concentrations.
                  -------------------

                  The following is a list of loan concentrations in excess of
                  $1,500,000 to individual borrowers as of May 31, 2000:
<TABLE>
<CAPTION>

                  Collateral        Collateral                   Amount                Interest
                  Location             Type                     of loan                  Rate
                  --------             ----                     -------                  ----
<S>                                <C>                        <C>                    <C>
         Western Washington         Land and Timber           $2,641,000(1)          13.50% Var.
         Western Washington         Land under development    $1,614,000             13.50% Var.
         Western Oregon             Land and Condominiums     $3,690,000             13.50% Var.
         Southern California        Distillery                $2,000,000             13.50% Var.
         Southern California        Office Complex            $1,500,000             13.50% Var.
         Southern California        Shopping Center           $3,680,000(2)          11.21% Var.
         Southern California        Condominiums              $2,977,000             13.50% Var.
</TABLE>

                  (1)      Total concentration is comprised of nine separate
                           loans with separate collateral, to entities in which
                           an adult son of Alvin J. Wolff, Jr., the Chairman of
                           the Board of the Company, holds an equity interest of
                           ten percent or more.

                  (2)      In 1996, the Company sold a shopping center (which
                           carried a first mortgage) on a wrapped contract. The
                           Company remains contingently liable on the first
                           mortgage in the amount of $3,087,000 which carries an
                           interest rate of 9.97% variable. The rate on the loan
                           receivable is adjusted semi-annually and the rate on
                           the mortgage payable is adjusted quarterly.

         [D]      Leasing Operations. Ronald Schutz, formerly President of the
                  Company' wholly owned leasing subsidiary, is no longer an
                  employee or otherwise affiliated with the Company.

                                        3

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     Source Capital Corporation
                                              (Registrant)


         Date June 27, 2000          /s/ Lester L. Clark
                                     ------------------------------------------
                                     Lester L. Clark, Vice President, Treasurer
                                     and Secretary (Principal Accounting and
                                     Financial Officer)












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