UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
January 3, 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: [ ]
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 : 385,800 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 385,800 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,800 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)
6.55%
(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 : 385,800 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 385,800 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,800 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)
6.55%
(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
: 39,600 SHARES OF COMMON STOCK
:
: (8) SHARED VOTING POWER
Number Of Shares : 425,400 SHARES OF COMMON STOCK
Beneficially Owned :
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : 39,600 SHARES OF COMMON STOCK
:
: (10) SHARED DISPOSITIVE POWER
: 425,400 SHARES OF COMMON STOCK
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
425,400 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)
7.22%
(14) TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 1 to Schedule 13D, filed on behalf
of Dorchester Partners, L.P., a Delaware limited partnership
("Partners"); Dorchester Advisors, Inc., a California corporation
("Advisors"); and Michael J. Halpern, an individual ("Halpern"),
hereby amends the Schedule 13D filed on November 21, 1996 as
follows:
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 Amendment
No. 1 to Schedule 13D as held by the Reporting Persons was
$7,608,817. The shares of Common Stock reported herein as
beneficially owned by the Reporting Persons were purchased with
working investment capital.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended to supply the following
additional information:
Following the date the Reporting Persons filed the
Schedule 13D that this Amendment to Schedule 13D amends, they
continued to purchase shares, as reflected in the table set forth
in Item 5(c) herein. Consequently, as of the date hereof,
Partners is the direct, beneficial owner of 385,800 shares of
Common Stock, which constitutes 6.55% 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 39,600
shares of Common Stock, which constitutes .67% 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 425,400 shares of Common Stock, which constitutes 7.22%
of the outstanding shares of the Common Stock and represents the
acquisition of more than 1% of the outstanding shares of Common
Stock since the date of the filing of the Schedule 13D referenced
above.
Item 5(c) is hereby amended to supply the following
additional information:
The following table sets forth the transactions
effected by Partners and the Managed Account from the date the
Reporting Persons filed the Schedule 13D that this Amendment to
Schedule 13D amends through the date hereof. 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
Trade Date Sell Share Purchased or Sold in Transaction
11/22/96 B $19.1786 3,200 Partners
11/22/96 B 19.1786 300 Managed Account
11/25/96 B 19.2500 2,400 Partners
11/25/96 B 19.2500 100 Managed Account
11/27/96 B 18.8750 1,300 Partners
11/27/96 B 18.8750 200 Managed Account
12/03/96 B 19.4844 3,700 Partners
12/03/96 B 19.4844 300 Managed Account
12/06/96 B 19.2500 400 Partners
12/06/96 B 19.2500 100 Managed Account
12/09/96 B 19.2500 4,800 Partners
12/09/96 B 19.2500 200 Managed Account
12/10/96 B 19.6250 7,300 Partners
12/10/96 B 19.6250 700 Managed Account
12/11/96 B 19.6250 900 Partners
12/11/96 B 19.6250 100 Managed Account
12/11/96 B 19.2500 4,800 Partners
12/11/96 B 19.2500 200 Managed Account
12/12/96 B 19.7500 800 Partners
12/12/96 B 19.7500 200 Managed Account
12/13/96 B 19.2500 2,300 Partners
12/13/96 B 19.2500 200 Managed Account
12/20/96 B 18.2500 4,600 Partners
12/20/96 B 18.2500 400 Managed Account
12/23/96 B 18.9400 3,200 Partners
12/23/96 B 18.9400 300 Managed Account
12/27/96 B 19.5341 5,100 Partners
12/27/96 B 19.5341 400 Managed Account
01/03/97 B 18.9519 7,800 Managed Account
01/08/97 B 19.3750 2,500 Partners
</TABLE>
<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: January 13, 1997
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>
