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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 2)/1/
CYPRESS FINANCIAL SERVICES, INC.
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(Name of Issuer)
$.001 Par Value Common Stock
$.001 Series A Convertible Redeemable Preferred Stock
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(Title of Class of Securities)
171045305
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(CUSIP Number)
Farrest Hayden, 5400 Orange Avenue, Suite 200,
Cypress, California 90630, (714) 995-0627
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(Name, Address, Telephone Number of Person Authorized
to Receive Notice and Communications)
December 23, 1997
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(4)(i)(A) or (B), check the following box [_].
/1/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 page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on Following pages)
Page 1 of 9 Pages
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CUSIP 171045305 Schedule 13D
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1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Farrest Hayden
Otto Lacayo
Tom Ziegler
The Najor Family Investment Trust
The Keyes Family Trust
Euro-American Productions, Ltd.
The Belgravia Fund, Ltd. (London)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [X]
3. SEC Use Only_______________________________________________________________
4. Source of Funds (See Instructions)
<TABLE>
<CAPTION>
<S> <C>
Farrest Hayden OO Other
Otto Lacayo OO Other
Tom Ziegler OO Other
The Najor Family Investment Trust PF Personal Funds
The Keyes Family Trust PF Personal Funds
Euro-American Productions, Ltd. PF Personal Funds
The Belgravia Fund, Ltd. (London) PF Personal Funds
</TABLE>
5. Check if Disclosure of Legal Proceedings in Required Pursuant to Items 2(d)
or 2(e) ____________________________
6. Citizenship or Place of Organization
<TABLE>
<CAPTION>
<S> <C>
Farrest Hayden United States
Otto Lacayo United States
Tom Ziegler United States
The Najor Family Investment Trust Cook Islands
The Keyes Family Trust United States
Euro-American Productions, Ltd. United Kingdom
The Belgravia Fund, Ltd. (London) United Kingdom
</TABLE>
2
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7. Number of Shares Beneficially Owned by Each Reporting Person With Sole
----
Voting Power:
<TABLE>
<CAPTION>
Number of Common Percentage of
Shares Entitled to Vote Common Stock
Name As of Record Date As of Record Date
- ---- ----------------------- -----------------
<S> <C> <C>
Farrest Hayden 872,439 19.3%
Otto Lacayo 707,048 15.6%
Tom Ziegler 628,828 13.9%
The Najor Family Investment Trust 429,798 9.5%
Euro-American Productions, Ltd.* 342,900 7.58%
The Belgravia Fund, Ltd. (London)* 83,400 1.80%
The Keyes Family Trust 407,500 9.0%
--------- ----
Total: 3,471,913 76.7%
</TABLE>
__________________
* Mr. Graham E. Gill, a Director of the Registrant, has voting power for the
Registrant's shares owned by these entities, but disclaims any beneficial
ownership.
<TABLE>
<CAPTION>
Number of Preferred Percentage of
Shares Entitled to Vote Preferred Stock
Name As of Record Date As of Record Date
- ---- ----------------------- -----------------
<S> <C> <C>
Farrest Hayden 121,088 35.1%
Otto Lacayo 117,060 33.9%
Thomas Ziegler 106,852 31.0%
Total: 345,000 100.0%
</TABLE>
These shares represent approximately 78.5% of the outstanding Voting Securities
of the Company.
8. Shared Voting Power
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<TABLE>
<S> <C>
Farrest Hayden 0
Otto Lacayo 0
Tom Ziegler 0
The Najor Family Investment Trust 0
The Keyes Family Trust 0
Euro-American Productions, Ltd. 0
The Belgravia Fund, Ltd. (London) 0
</TABLE>
3
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9. Sole Dispositive Power
<TABLE>
<CAPTION>
Number of Common Percentage of
Shares Entitled to Vote Common Stock
Name As of Record Date As of Record Date
- ---- ----------------------- -----------------
<S> <C> <C>
Farrest Hayden 872,439 19.3%
Otto Lacayo 707,048 15.6%
Tom Ziegler 628,828 13.9%
The Najor Family Investment Trust 429,798 9.5%
Euro-American Productions, Ltd.* 342,900 7.58%
The Belgravia Fund, Ltd. (London)* 83,400 1.80%
The Keyes Family Trust 407,500 9.0%
--------- ----
Total: 3,471,913 76.7%
</TABLE>
__________________
* Mr. Graham E. Gill, a Director of the Registrant, has dispositive power over
Registrant's shares owned by these entities, but disclaims any beneficial
ownership.
<TABLE>
<CAPTION>
Number of Preferred Percentage of
Shares Entitled to Vote Preferred Stock
Name As of Record Date As of Record Date
- ---- ----------------------- -----------------
<S> <C> <C>
Farrest Hayden 121,088 35.1%
Otto Lacayo 117,060 33.9%
Thomas Ziegler 106,852 31.0%
Total: 345,000 100.0%
</TABLE>
10. Shared Dispositive Power
------
<TABLE>
<S> <C>
Farrest Hayden 0
Otto Lacayo 0
Tom Ziegler 0
The Najor Family Investment Trust 0
The Keyes Family Trust 0
Euro-American Productions, Ltd. 0
The Belgravia Fund, Ltd. (London) 0
</TABLE>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Row 7 of the cover page, above.
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_].
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13. Percent of Class Represented by Amount in Row 11
See Row 7 of the cover page, above.
14. Type of Reporting Person (See Instructions)
<TABLE>
<S> <C>
Farrest Hayden IN
Otto Lacayo IN
Tom Ziegler IN
The Najor Family Investment Trust OO
The Keyes Family Trust OO
Euro-American Productions, Ltd. IV
The Belgravia Fund, Ltd. (London) IV
</TABLE>
Item 1. Security and Issuer.
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The statement relates to the $.001 par value common stock and $.001 par
value preferred stock of Cypress Financial Services, Inc. (the "Registrant"), a
Nevada corporation, 5400 Orange Avenue, Suite 200, Cypress, CA 90630. This
statement constitutes Amendment No. 2 to the statement on Schedule 13D of the
Registrant filed on October 6, 1995 under Registrant's predecessor name, "The
Christmas Guild, Inc."
Item 2. (a-c) Identity and Background.
-----------------------
Farrest Hayden
5400 Orange Avenue, Suite 200
Cypress, CA 90630
Otto Lacayo
5400 Orange Avenue, Suite 200
Cypress, CA 90630
Tom Ziegler
5400 Orange Avenue, Suite 200
Cypress, CA 90630
The Najor Family Investment Trust
12625 High Bluff Drive, Suite 205A
San Diego, CA 92130
The Keyes Family Trust
10204 Glorieta Boulevard
Coronado, CA 92118
Euro-American Productions, Ltd.
Corporate House
16 Bruna Street
London EI 7NJ
England
The Belgravia Fund, Ltd. (London)
Corporate House
16 Bruna Street
London EI 7NJ
England
5
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The principal occupation of Farrest Hayden is CEO of the Registrant. The
principal occupation of Otto Lacayo is Executive Vice President, CFO, Secretary
and Director of the Registrant. The principal occupation of Tom Ziegler is
Executive Vice President of the Registrant. For citizenship, see Row 6 on the
cover page.
(d) None of the entities or persons identified in this Item 2
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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) All of the natural persons identified in this Item 2 are
citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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<TABLE>
<S> <C>
Farrest Hayden OO Common Stock of MCSI
Otto Lacayo OO Common Stock of MCSI
Tom Ziegler OO Common Stock of MCSI
The Najor Family Investment Trust PF $66,667
The Keyes Family Trust PF $41,667
Euro-American Productions, Ltd. PF $175,000
The Belgravia Fund, Ltd. (London) PF $175,000
</TABLE>
Item 4. Purpose of Transaction.
----------------------
On September 12, 1995, Cypress Financial Services, Inc. (the "Registrant")
(under the predecessor name, "The Christmas Guild, Inc.") entered into a
Definitive Securities Purchase Agreement and Plan of Reorganization by which
control of the Registrant was transferred from its management and shareholders
as of that date to certain new entities and individuals and the Registrant
acquired Medical Control Services, Inc. ("MCSI"), a California corporation
engaged in the acquisition and processing of debt obligations. Prior to
execution of the Definitive Securities Purchase Agreement and Plan of
Reorganization (the"Agreement"), the previous Board of Directors of the
Registrant effected a 1-for-750 reverse stock split of the Registrant's then
outstanding shares of common stock. As a result of the reorganization as set
forth in the Agreement, subsequent to execution of the Agreement, the former
shareholders of the Registrant owned approximately 3.5% of the issued and
outstanding shares of the Registrant's common stock and the Registrant's new
shareholders owned approximately 96.5% percent.
From approximately September, 1992 until the date of the execution of the
Agreement, the Registrant had been inactive and seeking an acquisition. Prior
to that time the Registrant operated a business engaged in retail sale of high-
end Christmas decorations, gifts and home decor (see the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1995).
Pursuant to the terms of the Agreement, on September 12, 1995, eight
persons purchased 2,100,000 shares (post-split) of the Registrant's common stock
for $400,000 in cash and a one month Note for $100,000. Immediately thereafter
the Registrant purchased all of the outstanding capital stock of MCSI
(consisting of 8,265 shares of MCSI common stock) from the three individual
shareholders of MCSI in
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exchange for $400,000 in cash, a one month Note for $100,000, a Note for
$750,000 secured by a certain parcel of commercial real property located in
Cypress, California and 2,249,000 shares of common stock (post-split) of the
Registrant.
The original acquiring persons consisted of Messrs. Hayden, Lacayo and
Ziegler, representing the shareholders of MCSI; and the Najor Family Investment
Trust, the Peninsula Group Trust, the Belgravia Fund, Ltd. (London) and the
Keyes Family Trust representing the new investors in the Registrant.
Pursuant to the terms of the Agreement, on September 12, 1995, the Board of
Directors of the Registrant appointed Farrest Hayden, CEO of MCSI, Otto Lacayo,
Vice President and Secretary of MCSI, Daniel Najor, Graham Gill and Rebecca
Welch to the Board of Directors of the Registrant. (Ms. Welch subsequently
resigned as a director.) The Board of Directors of the Registrant then accepted
the resignation of Albert Kezes, John J. MacDonald, II and Cathy MacDonald as
Directors of the Registrant. The Board of Directors of the Registrant
subsequently appointed Farrest Hayden, President and CEO of the Registrant, Otto
Lacayo, Vice President and Secretary of the Registrant, and Thomas Ziegler, Vice
President of the Registrant. These three individuals are conducting the ongoing
business of the Registrant and its subsidiaries as they have over the past
eighteen years.
Subsequent Events.
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1. Termination of Irrevocable Proxies.
In connection with the acquisition in September, 1995, the sellers of the
MCSI shares granted to Daniel Najor, a shareholder of the Registrant, a proxy to
vote one-third of the 2,249,000 shares issued to them (generally, for a period
of three years). The former MCSI shareholders also agreed not to purchase
shares of the Registrant such that, after any purchase of the Registrant's
shares, they will collectively own more than 49.9% of the total number of
outstanding Registrant shares immediately after such purchase.
On September 11, 1996, the Board of Directors, and Daniel Najor as the
individual holder, authorized the termination of the irrevocable proxies of
Messrs. Hayden, Lacayo and Ziegler and the restrictions on ownership of the
Registrant's stock by such individuals, upon the election to the Board of
Directors by the present directors or the shareholders of a new independent
director to fill the vacant position on the Board.
Effective March 14, 1997, Mr. Henry Huta was duly elected to the Board of
Directors as an independent director, thereby terminating the voting proxies
held by Mr. Najor and the restrictions on further ownership of the Registrant's
stock by the former MCSI shareholders, Messrs. Hayden, Lacayo and Ziegler. Mr.
Huta subsequently resigned from the Board in December, 1998.
2. Authorization and Issuance of Series A Convertible Redeemable
Preferred Stock.
On September 30, 1996, the Board of Directors authorized by unanimous
written consent the creation of a new class of Series A Convertible Redeemable
Preferred Stock, par value $.01 per share, and issued 345,000 shares to Messrs.
Hayden, Lacayo and Ziegler in cancellation of an aggregate of $690,000 principal
amount of promissory notes of the Company.
Item 5. Interest in Securities of the Issuer.
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(a) and (b) See Row 7 on the cover page, above.
7
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(c) On December 23, 1997, the Najor Family Trust filed a Form 144 for
the sale of 45,202 shares (1% of the total outstanding), which shares were sold
in brokers' transaction at an average price of $1.13 per share.
(d) Not applicable.
(e) On January 19, 1996, The Peninsula Group Trust sold 200,000
shares to two separate purchasers and therefore, is no longer subject to this
Schedule 13D filing requirement. On June 28, 1996, the Belgravia Fund, Ltd.,
(London) sold 129,100 of its shares of the Registrant to Euro-American
Productions, Ltd. Mr. Graham E. Gill, a Director of the Registrant, has voting
power over these two entities, but disclaims any beneficial ownership.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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See Item 4, above.
Item 7. Material to be Filed as Exhibits.
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None
8
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After reasonable inquiry and to the best or our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
<TABLE>
<C> <S>
Dated: February 4, 1998 /s/ Farrest Hayden
________________________________________
Farrest Hayden
Dated: February 4, 1998 /s/ Otto Lacayo
________________________________________
Otto Lacayo
Dated: February 4, 1998 /s/ Thomas Ziegler
________________________________________
Thomas Ziegler
THE NAJOR FAMILY INVESTMENT TRUST
Dated: February 4, 1998 By /s/ Daniel Najor
________________________________________
Authorized Agent
THE KEYES FAMILY TRUST
Dated: February 4, 1998 By /s/ Richard Keyes
________________________________________
Authorized Agent
EURO-AMERICAN PRODUCTIONS, LTD
Dated: February 4, 1998 By /s/ Graham E. Gill
________________________________________
Authorized Agent
THE BELGRAVIA FUND, LTD. (LONDON)
Dated: February 4, 1998 By /s/ Graham E. Gill
________________________________________
Authorized Agent
</TABLE>
9
