UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
U.S. Facilities Corp.
(Name of Issuer)
Common Stock
(Title of Class and Securities)
911822104
(CUSIP Number of Class of Securities)
Michael J. Halpern
1999 Avenue of the Stars, Suite 1950
Los Angeles, CA 90067
(310) 201-7795
Copy to:
Kent V. Graham
O'Melveny & Myers LLP
1999 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067
(310) 246-6820
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 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 schedule because of
Rule 13D-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this
Statement: [ ]
<PAGE>
(1) NAME OF REPORTING PERSON
Dorchester Partners, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 335,700 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 335,700 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,700 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.61%
(14) TYPE OF REPORTING PERSON
PN
<PAGE>
(1) NAME OF REPORTING PERSON
Dorchester Advisors, Inc.
(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 ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 335,700 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 335,700 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,700 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.61%
(14) TYPE OF REPORTING PERSON
CO
<PAGE>
(1) NAME OF REPORTING PERSON
Michael J. Halpern
(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 ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
: (7) SOLE VOTING POWER
: 27,900 SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 363,600 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : 27,900 SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 363,600 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,600 SHARES OF COMMON STOCK
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.07%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates
are Common Stock, par value $.01 per share (the "Common Stock")
of U.S. Facilities Corp. ("USF"), a Delaware corporation with its
principal executive offices at 650 Town Center Drive, Suite 1600,
Costa Mesa, CA 92626. At September 30, 1996, USF had outstanding
5.987,500 shares of Common Stock, according to information
provided to the Reporting Persons (as defined below) by USF on
September 30, 1996.
ITEM 2. IDENTITY AND BACKGROUND
(A) This statement is filed by (i) Dorchester
Partners, L.P., a Delaware limited partnership ("Partners"), (ii)
Dorchester Advisors, Inc., a California Corporation ("Advisors"),
and (iii) Michael J. Halpern, an individual ("Halpern"),
(collectively the "Reporting Persons"). Partners is a private
investment partnership engaging in the purchase and sale of
securities for investment for its own account. Advisors is the
sole general partner of Partners. Halpern is the sole
stockholder, officer and director of Advisors. Halpern is in a
position to determine the investment and voting decisions made by
Advisors and, consequently, by Partners. In addition, Halpern is
the sole stockholder, officer and director of Granamex Capital,
Inc., a California corporation, which, through an investment
advisory contract with Dorchester Offshore Fund, Inc., a Cayman
Islands corporation (the "Managed Account"), controls the
investment and voting decisions with respect to the shares of USF
owned by the Managed Account. Therefore, Halpern is the
beneficial owner of the shares acquired by Partners and the
Managed Account, and the Reporting Persons may be deemed to be a
"group" within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934 with respect to the shares acquired by
Partners and the Managed Account.
(B) The business address of each of Partners, Advisors
and Halpern is:
1999 Avenue of the Stars, Suite 1950
Los Angeles, California 90067
(C) The present principal occupation or employment of
each of the Reporting Persons is as follows:
Partners: private investment partnership
Advisors: general partner of Partners
Halpern: Chief Executive Officer, Chief
Financial Officer, and Secretary of
Advisors
(D) During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(E) During the last five years, none of the Reporting
Persons has been a party in a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its or
his 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 finding any
violation with respect to such laws.
(F) Halpern is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price (including commissions, if
any) for the shares of Common Stock reported on this Schedule 13D
as held by the Reporting Persons was $6,421,658. The shares of
Common Stock reported herein as beneficially owned by the
Reporting Persons were purchased with working investment capital.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock reported herein were
acquired for investment purposes. Depending upon the Reporting
Persons' continuing evaluation of USF's business and prospects,
alternative investment opportunities and any other factors the
Reporting Persons deem relevant, the Reporting Persons may, from
time to time, purchase additional shares of Common Stock on the
open market or in privately negotiated transactions or otherwise.
The Reporting Persons have no present intention of selling any
shares of Common Stock, but reserve the right to do so, in whole
or in part, at any time, in open-market transactions, privately
negotiated transactions or otherwise. The Reporting Persons have
no plans or proposals that relate to, or could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive,
of Item 4 of Schedule 13D. However, as a part of their ongoing
review of investment alternatives, the Reporting Persons have not
excluded the possibility of considering such matters in the
future. The Reporting Persons may also seek to have discussions
with management of USF and may make suggestions and/or
recommendations to management of USF with respect to the business
of USF. The Reporting Persons may, at any time and from time to
time, review or reconsider their position with respect to USF,
and formulate plans or proposals with respect to any of such
matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) As of the date hereof, Partners is the direct,
beneficial owner of 335,700 shares of Common Stock, which
constitutes 5.61% of the outstanding shares of Common Stock
(based upon the number of shares that were reported to be
outstanding by USF on September 30, 1996). Advisors does not
directly own any Common Stock but, by virtue of its position as
the general partner of Partners, may be deemed to own
beneficially the shares of Common Stock held by Partners. The
Managed Account is the direct, beneficial owner of 27,900 shares
of Common Stock, which constitutes .47% of the outstanding shares
of Common Stock Halpern does not directly own any Common Stock,
but, by virtue of his control over the investment and voting
decisions of (i) Advisors (and therefore, Partners), and (ii) the
Managed Account, Halpern may be deemed to own beneficially the
shares of Common Stock held by Partners and the Managed Account.
Therefore, Halpern is the indirect beneficial owner of 363,600
shares of Common Stock, which constitutes 6.07% of the
outstanding shares of the Common Stock.
(B) Partners, Advisors and Halpern may be deemed to
share the power to vote or to direct the vote and to dispose or
to direct the disposition of the shares of Common Stock held by
Partners. Halpern may be deemed to have sole power to vote or to
direct the vote and to dispose or to direct the disposition of
the shares of Common Stock held by the Managed Account.
(C) The following table sets forth the transactions
effected by Partners and the Managed Account during the past
sixty days. Each of the transactions set forth below reflects a
purchase effected by means of a stock exchange trade. The Price
Per Share excludes commissions, if any.
<TABLE>
<S> <C> <C> <C> <C>
Buy or Price Per Number of Shares Entity Engaging
Trad Date Sell Share Purchased or Sold in Transaction
10/02/96 B $19.175 9600 Partners
10/02/96 B 19.175 400 Managed Account
10/03/96 B 19.800 5000 Managed Account
10/04/96 B 19.757 5300 Managed Account
11/01/96 B 17.500 300 Managed Account
11/01/96 B 17.500 4700 Partners
11/05/96 B 17.875 200 Managed Account
11/05/96 B 17.875 2300 Partners
11/06/96 B 18.250 200 Managed Account
11/06/96 B 18.250 2300 Partners
11/11/96 B 17.563 700 Managed Account
11/11/96 B 17.563 9300 Partners
11/12/96 B 17.375 3100 Managed Account
11/12/96 B 17.375 36900 Partners
11/13/96 B 17.375 1200 Managed Account
11/13/96 B 17.375 13800 Partners
11/15/96 B 17.969 1500 Managed Account
11/15/96 B 17.969 18500 Partners
11/19/96 B 18.500 200 Managed Account
11/19/96 B 18.500 2800 Partners
</TABLE>
(D) The Managed Account has the right to receive and
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of USF owned by the Managed
Account. To the best of Reporting Person's knowledge, no other
person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any
shares of USF that the Reporting Persons may be deemed to own
beneficially.
(E) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF
RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER
NONE.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. JOINT ACQUISITION STATEMENT.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 21, 1996
DORCHESTER ADVISORS, INC.
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
__/s/ Michael J. Halpern__
MICHAEL J. HALPERN
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
1. Joint Acquisition Statement 11
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of each of
the undersigned and that all subsequent amendments to this
statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information
concerning him or it contained herein, but shall not be
responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Dated: November 21, 1996
DORCHESTER ADVISORS, INC.
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: __/s/ Michael J. Halpern__
Michael J. Halpern
President
__/s/ Michael J. Halpern__
MICHAEL J. HALPERN
<PAGE>
