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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CAPITAL PACIFIC HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
14040M/10/4
- --------------------------------------------------------------------------------
(CUSIP Number)
Hadi Makarechian
4100 MacArthur Blvd., Suite 200
Newport Beach, CA 92660 (714) 622-8400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 5, 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 [ ].
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 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).
Page 1 of 5
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SCHEDULE 13D
CUSIP NO. 14040M/10/4 PAGE 2 OF 5 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAPITAL PACIFIC HOLDINGS, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
1,015,000
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,015,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.77%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*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> 3
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule 13D
relates is Common Stock, $0.10 par value (the "Common Stock"), of Capital
Pacific Holdings, Inc. (formerly known as J.M. Peters Company, Inc.), a Delaware
corporation (the "Company" or "CPH"). The address of the Company's principal
executive offices is 4100 MacArthur Boulevard, Suite 200, Newport Beach,
California 92660.
Item 2. Identity and Background
(a) Pursuant to Regulation 13D promulgated under the Securities
Exchange Act of 1934, as amended (the "Act"), this statement is filed by Capital
Pacific Holdings, LLC, a Delaware limited liability company ("LLC"). California
Housing Finance, L.P., a Delaware limited partnership ("CHF"), CPH and certain
of its wholly-owned subsidiaries, namely Capital Pacific Homes, Inc., a Delaware
corporation, Capital Pacific Homes, Inc., a Nevada corporation, Clark Wilson
Homes, Inc., a Texas corporation, J.M. Peters Arizona, Inc., a Delaware
corporation, J.M. Peters California, Inc., a Delaware corporation, J.M. Peters
Nevada, Inc., a Delaware corporation, Newport Design Center, a California
corporation, Parkland Estates Company, Inc., a Delaware corporation, and Peters
Ranchland Company, Inc., a Delaware corporation (collectively, the
"Subsidiaries"), are members of LLC. CPH is the Managing Member of LLC.
CPH and each of the Subsidiaries is exempt from the filing requirements
of Section 13(d) of the Act pursuant to Section 13(d)(6)(C) thereof.
(b) The business address of LLC is 4100 MacArthur Boulevard, Suite
200, Newport Beach, California 92660.
(c) The principal business of LLC is residential homebuilding.
(d) - (e) During the last five years, LLC has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction where the result of such
proceedings was or is to subject LLC 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.
Item 3. Source and Amount of Funds or Other Consideration
LLC agreed to purchase from Roger Nix 1,015,000 shares of Common Stock
of CPH for an aggregate price of $2,395,000 pursuant to the Offer and Acceptance
described in Item 4 below. The acquisition of such shares is to be made from
LLC's working capital and will not require any financing.
Item 4. Purpose of Transactions
By letter dated October 27, 1997 (the "Offer"), Roger Nix ("Nix")
offered to sell to CPH or its assignee a total of 1,015,000 shares of Common
stock of CPH (the "Shares") for an aggregate purchase price of $2,395,000 (the
"Purchase Price"). Pursuant to the terms of the Offer, a deposit of
Page 3 of 5
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$239,500 (the "Deposit") was to be made on or by October 31, 1997. Such deadline
was extended to November 5, 1997 by verbal agreement. By letter dated November
5, 1997 (the "Acceptance"), LLC, as assignee of CPH, accepted the terms of the
Offer and made the Deposit pursuant to such terms.
Closing of the acquisition is scheduled to occur on or about November
14, 1997. At such time, the balance of the Purchase Price will be paid to Nix
and the Shares will be delivered and transferred to LLC.
After the closing, LLC intends, subject to the approval of the members,
to distribute the Shares to CPH and CHF in proportion to their respective
membership interests in LLC. CPH and the Subsidiaries collectively own 67.93%
and CHF owns 32.07% of the membership interests in LLC. Such distribution by
LLC will result in LLC owning none of the Shares, CPH repurchasing and retiring
or holding as treasury shares approximately 689,489 of the Shares and CHF
owning approximately 325,511 of the Shares.
The foregoing acquisition and distribution of the Shares will not result
in any change in the capitalization, dividend policy, corporate structure or
Board of Directors of CPH. In addition, there will be no modification of or
amendment to the Certificate of Incorporation and Bylaws, as amended, of CPH as
a result of such acquisition and distribution. The purpose of the transaction is
to effect a repurchase of the Shares at a price which CPH as managing member of
LLC considers advantageous.
Item 5. Interest in Securities of the Issuer
(a) - (b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto is incorporated herein by reference. The percentage amount
set forth in Row 13 of such cover page is calculated based upon 14,995,000
shares of Common Stock outstanding as of October 15, 1997 as reported by the
Company in its Form 10-Q for the period ended August 31, 1997.
(c) The 1,015,000 Shares beneficially owned by LLC are deemed to be
acquired as of November 5, 1997 pursuant to the Offer and Acceptance described
in Item 4 above.
(d) CPH, as the managing member of LLC, has the power to direct the
affairs of LLC, including the disposition of the proceeds of the sale of the
Shares owned by LLC.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 1: Offer dated October 27, 1997 from Roger Nix to Capital
Pacific Holdings, Inc.
Exhibit 2: Acceptance dated November 5, 1997 from Capital Pacific
Holdings, LLC to Roger Nix, et al.
Page 4 of 5
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated as of the 13th day of November, 1997.
CAPITAL PACIFIC HOLDINGS, LLC
By: CAPITAL PACIFIC HOLDINGS, INC.,
Managing Member
By: /s/ Hadi Makarechian
--------------------------------
Hadi Makarechian,
Chairman of the Board
545935
Page 5 of 5
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EXHIBIT 1
[J.M.K. INVESTMENTS, LTD. LETTERHEAD]
October 27, 1997
To Whom It May Concern:
I, Roger Nix, do hereby offer to sell to Capital Pacific Holdings, Inc. or its
assignee ("CPH") 1,015,000 shares of the common stock of CPH. The shares are
registered in my name and consist of 26 stock certificates, which are currently
being held by J.M.K. Investments, Ltd. as collateral on a loan. The sale price
is two million three hundred ninety-five thousand dollars ($2,395,000.00).
The terms are as follows: ten percent of the full sale price, $239,500.00 is to
be deposited by Buyer, CPH, at United Title Company of Las Vegas, Nevada, Escrow
Number 96-10-4636-036AG by 5:00 p.m. October 31, 1997. The balance of the funds
($2,155,500.00) must be deposited in the aforementioned escrow not later than
November 14, 1997.
Owner of Record and Seller
/s/ Roger Nix 10/28/97 (Subject to CPH Acknowledgment, below.)
- -------------------------------------
Roger Nix Date
As holders of the aforementioned stock certificates representing 1,015,000
shares of CPH, we hereby agree to release said certificates, properly endorsed,
to Buyer upon verification of the deposit of good funds in the amount of
$2,395,000.00 in United Title of Las Vegas, Nevada, escrow account Number
96-10-4636-036AG.
Holder of Record,
/s/ John M. Keilly 10/28/97
- -------------------------------------
John M. Keilly, President Date
J.M.K. Investments, Ltd.
CPH Acknowledgment CPH Acknowledgment
This offer to sell replaces and nullifies the Option Agreement, entered into
October 15, 1997, between Roger Nix and Capital Pacific Holdings, Inc. (CPH).
Capital Pacific Holdings, Inc.,
a Delaware corporation
By: /s/ Donald J. Sajor, Vice President 10/30/97
---------------------------------------------------
CPH Authorized Representative Date
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EXHIBIT 2
[CAPITAL PACIFIC HOLDINGS, INC. LETTERHEAD]
November 5, 1997
VIA FACSIMILE
AND U.S. MAIL
Mr. John M. Keilly
JMK Investments, Ltd.
4435 South Eastern Avenue
Las Vegas, Nevada 89119
Mr. Roger Nix
Touchstone Development Corporation
2800 West Sahara Avenue, Suite #4B
Las Vegas, Nevada 89102
Re: 1,015,000 Shares of Common Stock of Capital Pacific Holdings, Inc.
Dear Messrs. Keilly and Nix:
This letter shall confirm that Capital Pacific Holdings, LLC, a Delaware
limited liability company, as the assignee of Capital Pacific Holdings, Inc., a
Delaware corporation, has accepted the offer dated October 27, 1997, to sell
1,015,000 shares of common stock of Capital Pacific Holdings, Inc. owned by
Roger Nix and pledged to JMK Investments, Ltd. Please be advised that Capital
Pacific Holdings, LLC has transferred by wire today the deposit in the amount of
$239,500.00 to Escrow Account Number 96104636-AG at United Title of Nevada, Inc.
in Las Vegas, Nevada. Pursuant to the terms of the offer, the closing of the
contemplated transaction is scheduled for November 14, 1997.
Thank you for your professional courtesy and cooperation. If you have
any questions concerning this matter, please do not hesitate to contact Mr.
Wilkinson or me.
Very truly yours,
CAPITAL PACIFIC HOLDINGS, LLC,
a Delaware limited liability company
By: CAPITAL PACIFIC HOLDINGS, INC.,
a Delaware corporation, Managing Member
By: /s/ Donald J. Sajor
------------------------------------
Donald J. Sajor
Vice President and General Counsel
cc: Hadi Makarechian
Dag Wilkinson
Angelina S. Galindo - United Title of Nevada
