SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
H295576
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(CUSIP Number)
Ira Sochet
5701 Sunset Drive, Suite 315
South Miami, Florida 33143
(305) 665-6541
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 26, 1995
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(Date of Event which Required 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
[ ]. (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.)
PAGE 1 OF 7 PAGES
INDEX TO EXHIBITS APPEARS AT PAGE 5
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CUSIP NO. H295576
1. Name of Reporting Person S.S. or I.R.S. Identification No. of
Above Person __Ira Sochet_______________________________________ .
2. Check the Appropriate Box if a Member of a Group
(a) __________________ (b) _____________________ .
3. SEC Use Only ______________________________________________ .
4. Source of Funds ____________PF_____________________________ .
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) _________________________________ .
6. Citizenship or Place of Organization _____United States____ .
Number of 7. Sole Voting Power _________559,800______ .
Shares
Beneficially 8. Shared Voting Power _________-0-________ .
Owned by Each
Reporting 9. Sole Dispositive Power ____559,800______ .
Person With
10. Shared Dispositive Power ___-0-________ .
11. Aggregate Amount Beneficially Owned by Each Reporting Person
______559,800___________________________________________________ .
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares _________________________________________________________ .
13. Percent of Class Represented by Amount in Row (11) ___5.8%_ .
14. Type of Reporting Person ______________IN__________________ .
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This amendment to Schedule 13D (the "Amendment") is filed as
the first amendment to the Statement on Schedule 13D, dated
September 7, 1994 (the "Schedule 13D"), filed on behalf of Ira
Sochet (the "Reporting Person"), relating to the Common Stock, par
value $.01 per share (the "Common Stock"), of Homeplex Mortgage
Investments Corporation, a Maryland corporation (the "Issuer").
This Amendment reflects material changes in the Schedule 13D, such
material changes being more fully reflected in Item 4 below.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of Homeplex Mortgage Investments
Corporation, a Maryland corporation (the "Issuer"). The Issuer's
principal executive offices are located at 533 North 7th Street,
Suite 219, Phoenix, Arizona 85014.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Ira Sochet.
(b) 5701 Sunset Drive, Suite 315, South Miami, Florida 33143.
(c) The Reporting Person is the President and sole share-
holder of Sochet & Company, Inc., a registered broker/dealer
located at 5701 Sunset Drive, Suite 315, South Miami, Florida
33143.
(d) The Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
in the last 5 years.
(e) During the last 5 years, the Reporting Person has not
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) United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates to the beneficial ownership of the
Reporting Person of 559,800 shares of Common Stock. The aggregate
purchase price of 559,800 shares of Common Stock beneficially owned
by the Reporting Person was approximately $650,000, including
commissions. The source of funds for acquiring the foregoing
shares of Common Stock was the Reporting Person's personal funds.
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ITEM 4. PURPOSE OF TRANSACTION.
The Schedule 13D reported the beneficial ownership by the
Reporting Person of over 5 percent of the Issuer's outstanding
Common Stock. The purpose of the Reporting Person's acquisition of
Common Stock was to acquire a significant equity interest in the
Issuer as an investment. The Reporting Person believes that the
Issuer's Common Stock is currently selling for significantly less
than its real value. The Issuer raised in excess of $80 million in
its initial public offering of Common Stock on July 27, 1988. The
Issuer immediately utilized the proceeds of such offering to
purchase mortgage interests. Subsequently, the Issuer purchased an
additional $60 million of mortgage interests by financing such
purchases with borrowings under repurchase agreements and a line of
credit. The Issuer has not purchased any additional mortgage
interests since October 1988. In the Issuer's Quarterly Report of
Form 10-Q for the quarter ended March 31, 1995 (the "March 10-Q"),
the Issuer reported that as of March 31, 1995, the Issuer's
stockholders' equity was approximately $18.1 million.
As set forth in the Issuer's Annual Report on Form 10-K for
the year ended December 31, 1994, at December 31, 1994, the Issuer
had available, for income tax purposes, a net operating loss
carryforward of approximately $58.0 million. Furthermore, the
March 10-Q indicated that the Issuer had approximately $4.7 million
in cash and cash equivalents at March 31, 1995.
The Reporting Person has communicated informally to Issuer's
management several different alternatives to better utilize the
Issuer's assets and operating loss carryforward to maximize
stockholder value. To date, Issuer's management has not acted on
such suggestions. On May 26, 1995, the Reporting Person sent a
letter to the Issuer's Board of Directors stating that the Issuer
should be able to produce greater benefits for its stockholders and
suggesting that the Issuer could enhance the value of its Common
Stock by acquiring an operating company. A copy of the Reporting
Person's letter to the Issuer's Board of Directors is attached as
an exhibit to this Amendment. The Reporting Person is scheduled
to meet with the Issuer's Board of Directors on Tuesday, June 6,
1995. On June 5, 1995, the Reporting Person filed a definitive
proxy statement with the Securities and Exchange Commission to
solicit the Issuer's stockholders to withhold their vote for the
nominees nominated for election by the Issuer's Board of Directors
at the Issuer's annual meeting scheduled for June 13, 1995. The
Reporting Person stated in his proxy statement that a successful
solicitation would send a strong message to the Issuer's Board of
Directors that the Issuer's stockholders are dissatisfied with its
current performance and that the Issuer needs a Board of Directors
that is more responsive to maximizing stockholder value.
The Reporting Person intends to review his investment in the
Common Stock on a regular basis and, depending upon changes in his
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analysis of the Issuer, general economic and market conditions,
investment opportunities and other factors, including applicable
legal constraints, the Reporting Person may at any time determine
to increase or decrease the amounts of his investment in Common
Stock. The Reporting Person reserves the right to acquire
additional Common Stock or to dispose of some or all of the Common
Stock beneficially owned by him either in the open market, in
privately negotiated transactions or otherwise, or to take such
other action or actions with respect to the Common Stock as he
deems advisable. The determination of the Reporting Person to seek
to acquire additional shares of Common Stock will depend on various
factors including, but not limited to, the availability of
additional Common Stock for purchase at what he considers to be
reasonable prices, the terms and conditions available for such
purchases and other investment opportunities.
Except as described above, the Reporting Person has no plans
or proposals that would result in any actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on June 2, 1995, the
Reporting Person beneficially owned an aggregate of 559,800 shares
of Common Stock, which constituted approximately 5.8 percent of the
9,716,517 shares of Common Stock outstanding on May 5, 1995, as
reported in the Issuer's Proxy Statement dated May 12, 1995.
(b) The Reporting Person has the sole power to vote or direct
the vote, and the sole power to dispose or to direct the
disposition of, all the shares of Common Stock beneficially owned
by him.
(c) The Reporting Person has not effected any transactions in
the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person has no contracts, arrangements, or
understandings with any person with respect to any securities of
the Issuer.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit Sequential Page Number
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Letter from Reporting Person to Issuer's 7
Board of Directors dated May 26, 1995
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
June 5, 1995
/S/ IRA SOCHET
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Ira Sochet
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May 26, 1995
Board of Directors
Homeplex Mortgage Investments Corporation
5333 North 7th Street, Suite 219
Phoenix, Arizona 85014
Gentlemen:
Homeplex Mortgage Investments Corporation ("Homeplex"), a New
York Stock Exchange listed company with a clean operating history,
$58 million net operating loss, high positive cash flow and
liquidity, should be able to produce greater benefits for its
stockholders.
For 35 years I have been a successful Wall Street investor.
My strategy in the past has been to work with management of
companies in which I have acquired a significant equity interest.
I am the second largest Homeplex stockholder and I have a plan for
safely maximizing stockholder value. I believe that Homeplex
should acquire a company with management that has a proven track
record and has created a niche for itself in the marketplace. That
company could be either a producer of goods or a provider of
services. A suitable acquisition candidate would be a company that
has had stable and predictable earnings and cash flow and an
established position in its industry.
The pre-tax earnings of the acquired company would combine
favorably with Homeplex's net operating loss to increase both
stockholders' equity and the market value of Homeplex's stock.
I have compiled brief descriptions and audited operating
figures for five companies that I believe could be successfully
combined with Homeplex. I have also prepared proforma financials
to show the effect of such a combination. I would like to meet
with the Board to discuss these proposals as soon as possible.
Each of you, as a director of Homeplex, owe a fiduciary duty to
Homeplex's stockholders to maximize stockholder value.
Sincerely,
s/s IRA SOCHET
Ira Sochet
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