UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Property Secured Investments, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
743443 20 2
-----------------------------------------
(CUSIP Number)
Thomas N. Thurber, 5850 San Felipe, Houston, TX 77057 (713) 706-6271
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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
scheduled 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 [X]. (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 on the remainder of this cover page shall 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 31
<PAGE>
SCHEDULE 13D
CUSIP No. 743443 20 2 Page 2 of 31 Pages
---------------- ----- -----
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S-P Properties, Inc., 95-2669854
- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 144,000 shares
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
144,000 shares
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,000 shares
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 31
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Property Secured Investments, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
743443 20 2
-----------------------------------------
(CUSIP Number)
Thomas N. Thurber, 5850 San Felipe, Houston, TX 77057 (713) 706-6271
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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
scheduled 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 [X]. (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 on the remainder of this cover page shall 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 3 of 31
<PAGE>
SCHEDULE 13D
CUSIP No. 743443 20 2 Page 4 of 31 Pages
---------------- ----- -----
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dawson L. Davenport, ###-##-####
- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,200
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200 shares
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 31
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Property Secured Investments, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
743443 20 2
-----------------------------------------
(CUSIP Number)
Thomas N. Thurber, 5850 San Felipe, Houston, TX 77057 (713) 706-6271
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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
scheduled 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 [X]. (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 on the remainder of this cover page shall 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 5 of 31
<PAGE>
SCHEDULE 13D
CUSIP No. 743443 20 2 Page 6 of 31 Pages
---------------- ----- -----
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John F. Itzel - ###-##-####
- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON ----------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,200
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200 shares
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 6 of 31
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Property Secured Investments, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
743443 20 2
-----------------------------------------
(CUSIP Number)
Thomas N. Thurber, 5850 San Felipe, Houston, TX 77057 (713) 706-6271
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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
scheduled 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 [X]. (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 on the remainder of this cover page shall 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 7 of 31
<PAGE>
SCHEDULE 13D
CUSIP No. 743443 20 2 Page 8 of 31 Pages
---------------- ----- -----
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul E. Perkins - ###-##-####
- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,200
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200 shares
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 8 of 31
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Property Secured Investments, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
743443 20 2
-----------------------------------------
(CUSIP Number)
Thomas N. Thurber, 5850 San Felipe, Houston, TX 77057 (713) 706-6271
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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
scheduled 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 [X]. (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 on the remainder of this cover page shall 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 9 of 31
<PAGE>
SCHEDULE 13D
CUSIP No. 743443 20 2 Page 10 of 31 Pages
---------------- ----- -----
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven M. Speier - ###-##-####
- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,200
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200 shares
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 10 of 31
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Property Secured Investments, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
743443 20 2
-----------------------------------------
(CUSIP Number)
Thomas N. Thurber, 5850 San Felipe, Houston, TX 77057 (713) 706-6271
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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
scheduled 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 [X]. (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 on the remainder of this cover page shall 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 11 of 31
<PAGE>
SCHEDULE 13D
CUSIP No. 743443 20 2 Page 12 of 31 Pages
---------------- ----- -----
- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas N. Thurber - ###-##-####
- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 7,200 shares
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,200
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200 shares
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 12 of 31
<PAGE>
Item 1 Security and Issuer.
This statement relates to the common stock, no par value
("Common Stock"), of Property Secured Investments, Inc.
("PSI"). The address of the principal executive offices of
PSI is:
Property Secured Investments, Inc.
5850 San Felipe, Suite 500
Houston, TX 77057
Item 2 Identity and Background.
S-P Properties, Inc., John Itzel, Paul Perkins, Steven Speier, Dawson
Davenport and Thomas Thurber are filing this Schedule 13D jointly as a
group (the "Reporting Person") pursuant to Rule 13d-1(f).
The following information relates to each member of the Reporting Person:
(a) Name: Thomas N. Thurber (Executive officer and
director of S-P Properties, Inc.)
(b) Business Address: 5850 San Felipe, Houston,
TX 77057
(c) Principal Occupation: President, Property Secured
Investments, Inc., 5850 San Felipe, Houston,
TX 77057
(d) Criminal Convictions: None
(e) Securities Violations: None
(f) Citizenship: United States of America
(a) Name: John F. Itzel
(b) Business Address: 7700 Irvine Center Drive, Suite
680, Irvine, California 92718
(c) Principal Occupation: Executive, American Savings
and Loan and United California Savings Bank
(d) Criminal Convictions: None
(e) Securities Violations: None
(f) Citizenship: United States of America
Page 13 of 31
<PAGE>
(a) Name: Paul E. Perkins
(b) Business Address: 7700 Irvine Center Drive, Suite
680, Irvine, California 92718
(c) Principal Occupation: Chief Financial Officer and
Secretary, Property Secured Investments, Inc.
(d) Criminal Convictions: None
(e) Securities Violations: None
(f) Citizenship: United States of America
(a) Name: Steven M. Speier (Secretary/Treasurer and
director of S-P Properties, Inc.)
(b) Business Address: 7700 Irvine Center Drive, Suite
680, Irvine, California 92718
(c) Principal Occupation: Investor
(d) Criminal Convictions: None
(e) Securities Violations: None
(f) Citizenship: United States of America
(a) Name: Dawson L. Davenport (Vice President of S-P
Properties, Inc.)
(b) Business Address: 7700 Irvine Center Drive, Suite
680, Irvine, California 92718
(c) Principal Occupation: Investor
(d) Criminal Convictions: None
(e) Securities Violations: None
(f) Citizenship: United States of America
(a) Name: S-P Properties, Inc.
(b) State of Organization: California
Page 14 of 31
<PAGE>
(c) Principal Business: Real estate investment
(d) Address of Principal Office: 5850 San Felipe,
Houston, TX 77057
(e) Criminal Convictions: None
(f) Securities Violations: None
(a) Name: William J. Carden (Assistant
Secretary/Treasurer, director and controlling
shareholder of S-P Properties, Inc.)
(b) Business Address: 7700 Irvine Center Drive, Suite
680, Irvine, California 92718
(c) Principal Occupation: President, CGS Real Estate
Company, Inc.
(d) Criminal Convictions: None
(e) Securities Violations: None
(f) Citizenship: United States of America
(a) Name: John N. Galardi (Controlling shareholder of
S-P Properties, Inc.)
(b) Business Address: 232 North Second Avenue, Aspen,
Colorado 81611
(c) Principal Occupation: Chairman, Galardi Group,
Inc.
(d) Criminal Convictions: None
(e) Securities Violations: None
(f) Citizenship: United States of America
Item 3 Source and Amount of Funds or Other Consideration.
On September 24, 1996, PSI, S-P Properties, Inc. ("S-P"), John Itzel
("Itzel"), Paul Perkins ("Perkins"), Steven Speier ("Speier"), Dawson
Davenport ("Davenport") and Thomas Thurber ("Thurber") entered into a
Stock Purchase Agreement (the "Purchase Agreement") pursuant to which S-P,
Itzel, Perkins, Speier, Davenport and Thurber (collectively, the
Page 15 of 31
<PAGE>
"Purchasers") agreed to purchase a total of 180,000 shares (the "Shares")
of PSI's Common Stock for $0.90 per Share (the "Purchase").
The closing of the Purchase (the "Closing") occurred on September 24, 1996
and as a result, the Purchasers received shares of PSI Common Stock and
PSI received an aggregate of $162,000. S-P paid $129,600 for 144,000
shares of PSI Common Stock. This amount was obtained through a no-
interest, short-term advance from certain of S-P's affiliates. Each of the
other purchasers paid $6,480 for 7,200 shares of Common Stock. The total
amount paid by rhe other purchasers was obtained from a private lender.
The loan has a term of one year, charges interest at the rate of 10% per
annum and provides for interest-only periodic payments and a lump sum
payment of the principal at the end of the term.
Item 4 Purpose of Transaction.
Pursuant to the terms of the Purchase Agreement, on September 24, 1996,
three former members of PSI's Board of Directors resigned and Andrew K.
Proctor, the sole remaining director, appointed William J. Carden, John N.
Galardi, Itzel and Thurber to fill the resulting vacancies. The newly
constituted Board then appointed Thurber as President and Perkins as Chief
Financial Officer and Secretary of PSI to fill vacancies created by the
resignations of the persons formerly holding those offices.
The Reporting Person does not have any current plans or proposals to
presently effect a change in the existing Board of Directors or management
of PSI. The Purchasers reserve the right to review on a continuing basis
their investments in PSI and may decide to increase or decrease their
respective investments at a future date.
Item 5 Interest in Securities of the Issuer.
As of September 24, 1996, the beneficial ownership of Common Stock of the
Reporting Person was as follows:
(a) 180,000 shares (50.3%) of Common Stock with sole voting and
dispositive power divided as follows:
(b) S-P Properties, Inc. - 144,000 shares (40.3%) of Common
Stock with sole voting and dispositive power;
(c) John F. Itzel - 7,200 shares (2.0%) of Common Stock
with sole voting and dispositive power;
Page 16 of 31
<PAGE>
(d) Paul E. Perkins - 7,200 shares (2.0%) of Common Stock
with sole voting and dispositive power;
(e) Steven M. Speier - 7,200 shares (2.0%) of Common Stock
with sole voting and dispositive power;
(f) Dawson L. Davenport - 7,200 shares (2.0%) of Common
Stock with sole voting and dispositive power; and
(g) Thomas N. Thurber - 7,200 shares (2.0%) of Common Stock with sole
voting and dispositive power.
During the 60 day period preceding the date of this statement, the
Purchasers did not, directly or indirectly, purchase any shares of Common
Stock except as herein described.
Item 6 Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
The Purchase Agreement.
Item 7 Material to be Filed as Exhibits.
The Purchase Agreement.
Page 17 of 31
<PAGE>
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: October 3, 1996
S-P Properties, Inc.
By: /S/ Thomas N. Thurber
---------------------------------
Thomas N. Thurber
President
/S/ John F. Itzel
- -------------------------------------
John F. Itzel
/S/ Steven M. Speier
- -------------------------------------
Steven M. Speier
/S/ Dawson L. Davenport
- -------------------------------------
Dawson L. Davenport
/S/ Paul E. Perkins
- -------------------------------------
Paul E. Perkins
/S/ Thomas N. Thurber
- -------------------------------------
Thomas N. Thurber
Page 18 of 31
<PAGE>
Exhibit
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 24,
1996, is entered into between PROPERTY SECURED INVESTMENTS, INC., a California
corporation (the "Company"), and S-P PROPERTIES, INC., a California corporation,
("S-P"), STEVEN M. SPEIER ("Speier"), DAWSON L. DAVENPORT ("Davenport"), JOHN F.
ITZEL ("Itzel"), PAUL E. PERKINS ("Perkins") and THOMAS N. THURBER ("Thurber")
(collectively, the "Purchasers") with reference to the following facts:
A. Purchasers desire to purchase an aggregate of 180,000 shares of the
Company's common stock, without par value ("Common Stock").
B. The Company desires to sell such shares to Purchasers on the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Company and Purchasers mutually
agree as follows:
I.
SALE AND PURCHASE OF SHARES
1.1 Common Stock. Subject to the terms and conditions hereof,
the Company shall sell and issue to Purchasers an aggregate of 180,000 shares of
Common Stock (the "Shares") in such amounts to each Purchaser as set forth under
their signature hereto.
1.2 Purchase Price. The purchase price to be paid to the Company
by each Purchaser shall be $.90 per share acquired by such Purchaser (or
$162,000 in the aggregate).
II.
CLOSING
2.1 Closing Date. The closing of the sale and purchase of the
Shares ("Closing") shall occur at the offices of Sheppard, Mullin, Richter &
Hampton LLP, 333 South Hope Street, 48th Floor, Los Angeles, California 90071,
at 10:00 a.m., California time, on September 24, 1996, or such other place, date
and time as the parties hereto may agree. The actual date of Closing shall be
known as the "Closing Date."
2.2 Delivery of Certificates and Purchase Price. At the Closing,
the Company shall deliver to each Purchaser a certificate, representing the
Shares, registered in the name of such Purchaser. The delivery by the Company of
such certificates shall be made against payment by Purchaser by certified or
cashier's check payable to the order of the Company as follows: S-P ($144,000
less $10,000 pursuant to S-P's prior deposit with the Company); Speier ($7,200);
Davenport ($7,200); Itzel ($7,200); Perkins ($7,200); and Thurber ($7,200). The
$10,000 payment referred to in the preceding sentence shall be non-refundable
Page 19 of 31
<PAGE>
upon the execution of this Agreement, unless the Company breaches this
Agreement. In addition, at the Closing, all other actions shall be taken, and
all other documents shall be duly executed and delivered, which are necessary to
consummate all other transactions contemplated by this Agreement, other than
such actions and documents as are to be taken, executed or delivered at another
date as specifically provided in this Agreement.
III.
RESTRICTIONS ON TRANSFER OF THE SECURITIES
3.1 Legend. All certificates evidencing the Shares shall be
endorsed with the following, or a substantially similar, legend and, to the
extent necessary, with any other legend pursuant to applicable state securities
laws:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE SECURITIES OR BLUE SKY LAWS OF THE STATE OF
CALIFORNIA OR ANY OTHER STATE AND MAY BE OFFERED AND
SOLD ONLY IF REGISTERED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE
SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION
IS APPLICABLE."
3.2 Removal of Legend. Any legends endorsed on the certificates
evidencing the Shares pursuant to Section 3.1 shall be removed, and the Company
shall issue certificates without such legends to the holder of such Shares, if,
and to the extent that, such Shares are registered under the Securities Act of
1933, as amended (the "Securities Act"), or qualified under applicable state
securities laws or if such holder provides to the Company an opinion of counsel
for such holder, in form and substance reasonably satisfactory to the Company's
counsel, to the effect that a sale, transfer or assignment of such Securities
may be made without registration under the Securities Act or qualification under
applicable state securities laws.
IV.
REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company represents and warrants to Purchasers, subject to the
schedules attached hereto, as follows:
4.1 Organization and Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the state of
California. The Company has all requisite corporate power and authority to carry
on its business, to own its properties, to enter into this Agreement and to
carry out the provisions hereof. The Company has delivered to the Purchaser true
and complete copies of the Company's Amended Articles of Incorporation and
Bylaws as the same are in effect as of the date hereof.
4.2 Subsidiaries. The Company does not own or control, directly
or indirectly, any interest or investment in any other corporation, association,
partnership or other business entity.
Page 20 of 31
<PAGE>
4.3 Qualification. The Company is duly qualified or licensed as a
foreign corporation in good standing in each jurisdiction in which such
qualification or licensing is required by applicable law.
4.4 Corporate Acts and Proceedings. The execution, delivery and
performance of this Agreement by the Company and the consummation of the
transactions contemplated hereby have been duly authorized by the board of
directors of the Company (the "Board"), and all of the corporate acts,
proceedings and approvals required of the Company, its officers, directors and
shareholders for all of the foregoing have been duly taken and remain in effect.
This Agreement constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
the same may be limited by applicable bankruptcy laws or other similar laws
affecting creditors' rights generally, the effect of general principles of
equity, including without limitation concepts of materiality, reasonableness,
good faith and fair dealing, and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.
4.5 Capitalization. The authorized capital stock of the Company
immediately prior to Closing consists of 20,000,000 shares of Common Stock,
without par value, of which 176,980 shares, and no more, are issued and
outstanding. All outstanding shares of Common Stock are duly and validly
authorized and issued, fully paid and nonassessable. Upon their purchase
hereunder, the Shares will be duly and validly authorized and issued, fully
paid and nonassessable. There are no outstanding subscriptions, options,
warrants, calls, contracts, demands, commitments, convertible securities or
other agreements or arrangements under which the Company is obligated to issue
its capital stock or equity securities of any kind. No holder of any security of
the Company is entitled to any preemptive rights, rights of first refusal or
similar rights.
4.6 Financial Statements and Disclosure. The Company has
furnished to the Purchaser: (a) a restated balance sheet of the Company dated as
of December 31, 1995, the related restated statements of operations,
shareholders' equity, and changes in financial position for the periods then
ended, the related opinion of Deloitte & Touche LLP, independent certified
public accountants ("Audited Financial Statements"); and (b) an unaudited
balance sheet dated as of June 30, 1996, and an unaudited statement of
operations, shareholders' equity, and changes in financial position for the
three and six month periods then ended ("Unaudited Financial State ments"). The
Audited Financial Statements and the Unaudited Financial Statements are
sometimes collectively referred to herein as the "Financial Statements." The
Financial Statements: (a) have been accurately derived from and are in
accordance with the books and records of the Company, and (b) have been prepared
in accordance with generally accepted accounting principles, con sistently
applied, and present fairly both the financial condition of the Company at the
date therein indicated and the results of operations for the period therein
specified, except that the Unaudited Financial Statements are subject to year
end adjustments. Except as set forth on Schedule 4.6 hereto, there are no
material liabilities, fixed or contingent, of any nature of the Company other
than as reflected in the Financial Statements, incurred in the ordinary course
of business or otherwise disclosed in this Agreement.
Page 21 of 31
<PAGE>
4.7 Changes. Except as set forth in Schedule 4.7 hereto, since
the date of the most recent balance sheet delivered in accordance with Section
4.6, there has been no material adverse change in the assets, liabilities,
financial condition, operations or prospects of the Company, except changes in
the ordinary course of business that have not been adverse to the business of
the Company.
4.8 Litigation. There are no legal actions, suits, arbitrations,
audits or other legal, administrative or governmental proceedings (collectively,
"Proceedings"), pending or, to the Company's knowledge, threatened against the
Company. The Company is not in default with respect to any order, writ,
judgment, injunction, arbitration panel or governmental department, commission,
board, bureau, agency or instrumentality (whether federal, state, local or
foreign). The Company has never been the subject of a proceeding in bankruptcy,
receivership, liquidation or other proceeding for the purpose of reorganizing or
marshaling its debts.
4.9 Absence of Restrictions and Conflicts. The execution,
delivery and performance of this Agreement, the consummation of the purchase and
sale and the other transactions contemplated by this Agreement, and the
fulfillment of and compliance with the terms and conditions of this Agreement do
not and will not, with the passing of time or the giving of notice or both,
violate or conflict with, constitute a breach of or default under, result in the
loss of any material benefit under, or permit the acceleration of any obligation
under, (i) the Amended Articles of Incorporation or Bylaws of the Company, (ii)
any contract, agreement, commitment or understanding to which the Company is a
party or to which it or any of its respective properties is subject, (iii) any
judgment, decree or order of any court or governmental authority or agency, or
(iv) any statute, law, regulation or rule, so as to have, in the case of
subsections (ii) through (iv) above, a material adverse effect on the assets,
liabilities, results of operations, business or prospects of the Company taken
as a whole. Except for compliance with applicable securities laws, no consent,
approval, order or authorization of, or registration, declaration or filing
with, any government agency or public or regulatory unit, agency, body or
authority with respect to the Company is required in connection with the
execution, delivery or performance of this Agreement by the Company or the
consummation of the transactions contemplated by this Agreement by the Company,
the failure to obtain which would have a material adverse effect upon the
Company taken as a whole.
4.10 SEC Reports. The Company heretofore delivered to S-P the
Company's (i) Annual Proxy Statement filed in connection with the Company's
Annual Shareholders Meeting held on September 12, 1994, including all exhibits
thereto and items incorporated therein by reference and (ii) all other reports
or registration statements filed by the Company with the Securities and Exchange
Commission ("SEC") since the filing of such Proxy Statement with the SEC,
including all exhibits thereto, amendments thereof and items incorporated
therein by reference (items (i) through (ii) in this sentence being referred to
herein collectively as the "SEC Reports"). As of the respective dates, the
Company's SEC Reports did not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading except to the extent amended or supplemented by subsequent
filings. The Company has not held its 1996 annual shareholders meeting and has
not prepared a proxy statement in connection therewith.
Page 22 of 31
<PAGE>
4.11 Full Disclosure. To the best knowledge of the Company, no
statement by the Company in this Agreement, and no statement contained in any
certificate or other instrument or document furnished to or to be furnished on
behalf of the Company pursuant hereto or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading.
4.12 Brokers or Finders. The Company has retained no broker or
finder in connection with the transactions contemplated by this Agreement.
4.13 Dividends. The Company has not distributed any dividend,
redemption or similar distribution, or effected any stock split,
recapitalization or stock issuance of any kind subsequent to July 3, 1996.
V.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Each Purchaser represents and warrants to the Company as follows:
5.1 Experience. Purchaser is an accredited investor within the
meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.
Purchaser acknowledges that by reason of its business or financial experience
it has the ability to bear the economic risk of its investment pursuant to this
Agreement.
5.2 Investment Intent. Purchaser is acquiring the Shares for
investment for its own account, not as a nominee or agent (subject to Section
9.9), and not with the view to, or for resale in connection with, any
distribution thereof. Purchaser understands that the issuance and sale of the
Shares have not been, and will not be, the subject of a registration statement
filed under the Securities Act by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of
Purchaser's representations as expressed herein.
5.3 Rule 144. Purchaser acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available. Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act which permits
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, without limitation, the existence
of a public market for the shares, the availability of certain current public
information about the Company, the resale occurring not less than two years
after a party has purchased and paid for any security to be sold, the sale being
effected through a "broker's transaction" or in transactions directly with a
"market maker" (as provided by Rule 144(f)), and the number of shares being sold
during any three-month period not exceeding specified limitations.
5.4 No Public Market. Purchaser understands that no active public
market now exists for any of the securities issued by the Company and that the
Company has given no assurance that an active public market will ever exist for
the Company's securities.
Page 23 of 31
<PAGE>
5.5 Knowledge of Offer. Purchaser understands that the purchase
of the Shares represents a speculative investment, and Purchaser is able,
without impairing its financial condition, to hold such Shares for an indefinite
period of time and to suffer a complete loss of Purchaser's investment.
Purchaser is aware of and has investigated the Company's business, management
and financial condition, has had the opportunity to inspect the Company's
records and has had access to such other information about the Company as
Purchaser has deemed necessary or desirable to reach an informed and
knowledgeable decision to acquire the Shares. Its purchase of the Shares
hereunder is not a result of any advertisement or general solicitation in
connection with the sale of the Shares.
5.6 Brokers or Finders. Purchaser has retained no broker or finder
in connection with the transactions contemplated by this Agreement.
5.7 Authority. If applicable, Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its organization. Purchaser has all requisite legal and, if applicable,
corporate power to enter into this Agreement, to purchase the Shares hereunder
and to perform Purchaser's obligations under the terms of this Agreement.
5.8 Authorization. The execution and delivery of this Agreement,
and the Purchaser's performance hereunder, have been duly authorized by
Purchaser, and this Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms, except as the same may be limited by applicable bankruptcy laws or other
similar laws affecting creditors' rights generally, the effect of general
principles of equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing, and the possible unavailability of
specific performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.
5.9 REIT Status. Any five of Purchasers will not own, immediately
following the Closing, 50% or more of the outstanding Common Stock of the
Company in the aggregate, assuming that the Shares held by S-P are deemed held
by the shareholders of its ultimate corporate parent.
VI.
CONDITIONS TO PURCHASERS' OBLIGATIONS
Purchasers' obligation to purchase and to pay for the Shares
under this Agreement on the Closing Date is subject to the fulfillment prior to
or on the Closing Date of the following conditions, any of which may be waived
in whole or in part, absolutely or conditionally, by Purchasers in writing as
they relate to the Company's obligations hereunder:
6.1 Closing Date. The Closing shall have occurred at or before the
end of business on September 30, 1996.
6.2 Representations and Warranties True on Closing Date. The
representations and warranties of the Company under this Agreement shall be
deemed to have been made on the Closing Date and shall be true and correct on
the Closing Date.
Page 24 of 31
<PAGE>
6.3 Compliance with Agreement. The Company shall have performed
and complied in all material respects with all agreements and conditions
required by this Agreement to be performed and complied with by it prior to or
on the Closing Date.
6.4 Consents. All consents and approvals of, and all notifications
to or filings with, any persons, organizations or governmental authorities
required in connection with the trans actions contemplated herein shall have
been obtained or made prior to, and shall be effective as of, the Closing,
except that any notice of sale required to be filed with the SEC pursuant to
Regulation D promulgated under the Securities Act or with any state securities
law authority pursuant to applicable state securities laws, if any, may be
filed after the Closing within the applicable periods therefor.
6.5 Deliveries. Purchasers shall have received from the Company,
in form and substance satisfactory both to Purchasers and to their legal
counsel:
(a) Certificates duly executed on behalf of the Company
representing the Common Stock in accordance with Section 2.2; and
(b) Such other duly executed instruments, certificates,
consents and documents as Purchasers or their legal counsel shall
reasonably request.
VII.
CONDITIONS TO COMPANY'S OBLIGATIONS
The Company's obligations to sell and issue Common Stock under this
Agreement on the Closing Date are subject to the fulfillment prior to or on the
Closing Date of the following conditions, any of which may be waived in whole
or in part, absolutely or conditionally, by the Company in writing as they
relate to the Purchasers' obligations hereunder:
7.1 Closing Date. The Closing shall have occurred at or before the
end of business on September 30, 1996.
7.2 Representations and Warranties True on Closing Date. The
representations and warranties of Purchasers under this Agreement shall be
deemed to have been made on the Closing Date and shall be true and correct on
the Closing Date.
7.3 Compliance With Agreement. Purchasers shall have performed and
complied in all material respects with all agreements and conditions required
by this Agreement to be per formed and complied with by them prior to or on the
Closing Date.
7.4 Consents. All consents and approvals of any persons,
organizations or governmental authorities, or exemptions therefrom, required in
connection with the transactions contemplated herein shall have been obtained
prior to, and shall be effective as of, the Closing, except that any notice of
Page 25 of 31
<PAGE>
sale required to be filed with the SEC pursuant to Regulation D promul gated
under the Securities Act or with any state securities laws, if any, may be filed
after the Closing within the applicable periods therefor.
7.5 Deliveries. The Company shall have received from Purchasers,
in form and substance satisfactory both to the Company and to its legal counsel:
(a) Payment of the purchase price as described in Section 2.2
hereto; and
(b) Such duly executed instruments, certificates, consents
and documents as either the Company on its legal counsel shall
reasonably request.
VIII.
COVENANTS OF THE PARTIES
8.1 Board Representation. Effective as of the Closing, the
members of the current Board of Directors shall resign, except for Andrew K.
Proctor who shall appoint to the Board the nominees selected by Purchaser. Such
newly constituted Board of Directors shall then determine the Company's
officers.
8.2 Standstill Agreement. Prior to the Closing, the Company
agrees, and shall exercise its best efforts to cause its officers, directors,
agents and stockholders, to refrain from soliciting or encouraging, directly or
indirectly, in any manner whatsoever, discussions with, or furnishing of
information to, any person other than representatives of Purchaser, or from
negotiating for or otherwise pursuing the sale of the Common Stock of the
Company, all or substantially all of the Company's assets or any portion of its
business, or any business combination or merger of the Company with any other
party. The Company shall promptly inform Purchasers, in writing, of any
inquiries or proposals with respect to the foregoing.
8.3 Expenses. The Company and Purchasers shall pay all of their
respective legal fees and any and all of their other expenses relating to the
transactions contemplated in this Agreement.
IX.
GENERAL PROVISIONS
9.1 Notices. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given (i) upon receipt, if delivered personally,
(ii) upon confirmation of receipt, if given by electronic facsimile and
(iii) on the third business day following mailing, if mailed first-class,
postage prepaid, registered or certified mail as follows:
If to the Company: Property Secured Investments, Inc.
445 South Figueroa Street, Suite 2600
Los Angeles, CA 90071-1630
Attn: Andrew K. Proctor, President
FAX: (818) 441-3410
Page 26 of 31
<PAGE>
With a copy to: Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, CA 90071
Attn: Jon W. Newby, Esquire
FAX: (213) 620-1398
If to Purchasers: S-P Properties, Inc.
5850 San Felipe, #500
Houston, TX 77057-8094
Attn: Thomas N. Thurber, President
FAX: (713) 706-6301
With a copy to: McDermott, Will & Emery
1301 Dove Street, Suite 500
Newport Beach, CA 92660-2444
Attn: Gregory W. Preston, Esquire
FAX: (714) 851-9348
Any party may, by notice given to the other party in accordance with this
Section 9.1, designate another address, fax number or person for receipt of
notice under this Agreement.
9.2 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed by the parties hereto and delivered
shall be deemed to be an original, and all such counterparts taken together
shall be deemed to be but one and the same instrument.
9.3 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
California.
9.4 Integration and Construction. This Agreement shall comprise
the complete and integrated agreement of the parties hereto and shall supersede
all prior agreements, written or oral, on the subject matter hereof, including
without limitation, that certain letter of intent dated August 30, 1996 between
the Company and S-P. This Agreement has been drafted with the joint
participation of the parties hereto and shall be construed to be neither against
nor in favor of the Company or the Purchaser in accordance with the fair meaning
thereof.
9.5 Waivers and Amendments. No amendment, modification, supplement,
termination or waiver of any provision of this Agreement, and no consent to any
departure therefrom, may in any event be effective unless in writing and signed
by the party or parties affected thereby, and then only in the specific instance
and for the specific purpose given.
9.6 Attorneys' Fees. If any party institutes any action or
proceeding to enforce this Agreement or any provision hereof or for damages by
reason of any alleged breach of this Agreement or of any provision hereof or for
a declaration of rights hereunder, then the prevailing party in any such action
or proceeding shall be entitled to receive from the other party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party
in connection with such action or proceeding.
Page 27 of 31
<PAGE>
9.7 Headings. The table of contents and headings of this
Agreement are for convenience of reference only and shall not affect the
construction of any provision of this Agreement.
9.8 Schedules and Exhibits. Each Schedule and Exhibit referred to
herein and attached hereto is an integral part of this Agreement and is
incorporated herein by this reference.
9.9 Successors and Assigns. This Agreement and the provisions
hereof shall be binding upon and inure to the benefit of each of the parties and
their successors and assigns. Prior to the Closing, Purchaser may assign its
right to purchase all or some of the Shares hereunder to any person or entity;
provided, that such transferee executes such documentation as reasonably
required by the Company, including certificates of compliance with the
representations and warranties of Purchaser contained herein.
9.10 Survival of Representations and Warranties. All representations
and warranties contained herein shall terminate upon, and not survive, the
Closing.
9.11 Severability of this Agreement. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
9.12 California Securities Law. THE SALE OF THE SECURITIES WHICH
ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER
OF CORPORATIONS IN THE STATE OF CALIFORNIA, AND THE ISSUANCE OF SUCH SECURITIES
OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO
SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM
QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON
SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
9.13 Information Confidential. Each Purchaser acknowledges that the
information with respect to the Company received by it pursuant hereto is
confidential and for its use only and such Purchaser will not use such
information in violation of the Securities Exchange Act of 1934, as amended, or
reproduce, disclose or disseminate such information to any other person (other
than its employees or agents having a need to know the contents of such
information), except in connection with the exercise of rights under this
Agreement, unless the Company has made such information available to the
Page 28 of 31
<PAGE>
public generally or such Purchaser is required to disclose such information by
a governmental body.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first set forth above.
COMPANY:
PROPERTY SECURED INVESTMENTS, INC.,
a California corporation
/s/ Andrew K. Proctor
-------------------------------
By: Andrew K. Proctor
Title: President
PURCHASERS:
S-P PROPERTIES, INC.,
a California corporation,
/s/ Thomas N. Thurber
-------------------------------
By: Thomas N. Thurber
Title: President
Shares: 144,000
/s/ John F. Itzel
-------------------------------
John F. Itzel
Shares: 7,200
/s/ Paul E. Perkins
-------------------------------
Paul E. Perkins
Shares: 7,200
/s/ Steven M. Speier
-------------------------------
Steven M. Speier
Shares: 7,200
/s/ Dawson L. Davenport
-------------------------------
Dawson L. Davenport
Shares: 7,200
/s/ Thomas N. Thurber
-------------------------------
Thomas N. Thurber
Shares: 7,200
Page 29 of 31
<PAGE>
SCHEDULE 4.6
LIABILITIES
Management is currently aware of the following account payable:
1. Professional Fees incurred in ordinary course of business
(approximately $20,414 paid since June 30, 1996 and $15,000 unpaid for services
rendered through August 31, 1996), including professional fees incurred in
connection with this Agreement, related transactions and other matters incurred
after August 31, 1996.
2. Legal expenses related to the Glickman judgment (PSI has authorized
SMR&H to apply amounts received with respect to certain waivers against
outstanding fees) and DRE claim. There can be no assurances of any recovery
with respect to either the judgment or claim.
3. Other operating expenses
a. Bowne - $501.04
b. Trust Deed Services - $3,731.58 (disputed)
4. Taxes - California minimum state tax of $800.
5. Unbilled expenses related to the preparation of 1996 annual audit and
tax return.
6. Expenses incurred in the ordinary course of business.
Page 30 of 31
<PAGE>
SCHEDULE 4.7
MATERIAL ADVERSE CHANGES IN THE
ASSETS, LIABILITIES, FINANCIAL CONDITION
OPERATIONS OR PROSPECTS OF
PROPERTY SECURED INVESTMENTS, INC.
SINCE JUNE 30, 1996
See Schedule 4.6
Page 31 of 31
