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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. ________)*
MASTER REALTY PROPERTIES, INC. F/K/A
MASTER MORTGAGE INVESTMENT FUND, INC.
(Name of Issuer)
CONVERTIBLE DEBENTURES TO COMMON STOCK AND COMMON STOCK
(Title of Class of Securities)
575917-10-9
(CUSIP Number)
ROGER BUFORD, 3705 SHAWNEE MISSION PARKWAY FAIRWAY, KANSAS 66205
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
2/22/00
(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 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 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).
CUSIP No. 575917-10-9
1.Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
ROGER E. BUFORD ###-##-####
.........................................................................
2.Check the Appropriate Box if a Member of a Group (See
Instructions)
N/A
(a)......................................................................
(b)......................................................................
3.SEC Use Only
.........................................................................
4.Source of Funds (See Instructions)
A/F
.........................................................................
5.Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e
N/A
.........................................................................
6.Citizenship or Place of Organization
USA
.........................................................................
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.Sole Voting Power
74,213 5.924 percent
.........................................................................
8.Shared Voting Power
0
..........................................................................
9.Sole Dispositive Power
74,213 5.924 percent
.................................................................
10.Shared Dispositive Power
0
............................................................................
11.Aggregate Amount Beneficially Owned by Each Reporting Person
74,213
............................................................................
12.Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) ...........
N/A
............................................................................
13.Percent of Class Represented by Amount in Row (11)
5.924 percent
............................................................................
14.Type of Reporting Person (See Instructions)
INDIVIDUAL
............................................................................
Instructions for Cover Page
(1)Names and I.R.S. Identification Numbers of Reporting Persons -
Furnish the full legal name of each person for whom the report is
filed - i.e., each person required to sign the schedule itself -
including each member of a group. Do not include the name of a
person required to be identified in the report but who is not a
reporting person. Reporting persons that are entities are also
requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see "SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2)If any of the shares beneficially owned by a reporting person are
held as a member of a group and the membership is expressly
affirmed, please check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship with other persons
but does not affirm the existence of a group, please check row 2(b)
[unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which
case it may not be necessary to check row 2(b)].
(3)The 3rd row is for SEC internal use; please leave blank.
(4)Classify the source of funds or other consideration used or to be
used in making purchases as required to be disclosed pursuant to
Item 3 of Schedule 13D and insert the appropriate symbol (or symbols
if more than one is necessary) in row (4):
Category of Source Symbol
Subject Company (Company whose securities are being acquired)SC
BankBK
Affiliate (of reporting person)AF
Working Capital (of reporting person)WC
Personal Funds (of reporting person)PF
OtherOO
(5)If disclosure of legal proceedings or actions is required
pursuant to either Items 2(d) or 2(e) of Schedule 13D, row 5 should
be checked.
(6)Citizenship or Place of Organization - Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place
of organization. (See Item 2 of Schedule 13D.)
(7)-(11), (13)Aggregate Amount Beneficially Owned by Each Reporting
Person, etc. - Rows (7) through (11) inclusive, and (13) are to be
completed in accordance with the provisions of Item 5 of Schedule
13D. All percentages are to be rounded off to nearest tenth (one
place after decimal point).
(12)Check if the aggregate amount reported as beneficially owned in
row (11) does not include shares which the reporting person
discloses in the report but as to which beneficial ownership is
disclaimed pursuant to Rule 13d4 [17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(14)Type of Reporting Person - Please classify each "reporting
person" according to the following breakdown and place the
appropriate symbol (or symbols, i.e., if more than one is
applicable, insert all applicable symbols) on the form:
CategorySymbol
Broker-DealerBD
BankBK
Insurance CompanyIC
Investment CompanyIV
Investment AdviserIA
Employee Benefit Plan, Pension Fund, or Endowment FundEP
Parent Holding CompanyHC
CorporationCO
PartnershipPN
IndividualIN
OtherOO
Notes:Attach as many copies of the second part of the cover page as
are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D-1) by
appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page item or
items provide all the disclosure required by the schedule item.
Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities Exchange Act or
otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms
available from the Commission, printed or typed facsimiles, or
computer printed facsimiles, provided the documents filed have
identical formats to the forms prescribed in the Commission's
regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule
12b12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
Rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other
civil, criminal or regulatory statutes or provisions. I.R.S. identification
numbers, if furnished, will assist the Commission in identifying security
holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
A.The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items
shall be so prepared as to indicate clearly the coverage of the
items without referring to the text of the items. Answer every item.
If an item is inapplicable or the answer is in the negative, so
state.
B.Information contained in exhibits to the statements may be
incorporated by reference in answer or partial answer to any item or
sub-item of the statement unless it would render such answer
misleading, incomplete, unclear or confusing. Material incorporated
by reference shall be clearly identified in the reference by page,
paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the
particular place in the statement where the information is required.
A copy of any information or a copy of the pertinent pages of a
document containing such information which is incorporated by
reference shall be submitted with this statement as an exhibit and
shall be deemed to be filed with the Commission for all purposes of
the Act.
C.If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with respect to (i) each partner of such
general partnership; (ii) each partner who is denominated as a
general partner or who functions as a general partner of such
limited partnership; (iii) each member of such syndicate or group;
and (iv) each person controlling such partner or member. If the
statement is filed by a corporation or if a person referred to in
(i), (ii), (iii) or (iv) of this Instruction is a corporation, the
information called for by the above mentioned items shall be given
with respect to (a) each executive officer and director of such
corporation; (b) each person controlling such corporation; and (c)
each executive officer and director of any corporation or other
person ultimately in control of such corporation.
Item 1.Security and Issuer
State the title of the class of equity securities to which this
statement relates and the name and address of the principal
executive offices of the issuer of such securities.
This schedule 13D relates to the common stock, par value $1.00 per
Share (the Securities), of Master Realty Properties, Inc., a Delaware
Corporation (Master). Whose principal executive offices are located at
410 West Eighth Street, Kansas City, Missouri 64105.
Item 2.Identity and Background
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general
partnership, limited partnership, syndicate or other group of
persons, state its name, the state or other place of its
organization, its principal business, the address of its principal
office and the information required by (d) and (e) of this Item. If
the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information specified
in (a) through (f) of this Item with respect to such person(s).
(a)Name; Roger E. Buford (Mr. Buford)
(b)Residence or business address;
Mr. Buford is a citizen of United States whose business address is
410 W. 8th Street, Kansas City, Missouri 64105 and whose personal
residence is 3705 Shawnee Mission Parkway, Fairway, Kansas 66205.
(c)Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted;
Mr. Buford is an affiliated trustee of Master, Vice President of Recon
Development, Inc., (Recon), President of Metro West Properties, Inc.
(Metro), Executive Vice President of Embassy Properties, Inc. and
President of Embassy Hotel Management, Inc. (Embassy), Executive Vice
President of Benchmark Management Group, Inc. (Benchmark), a managing
member of B & B on Broadway, LLC (B & B), a managing member of Wellington
LLC (Wellington) and a managing member of Recon Historic Development LLC.
Recon, Embassy, Metro and Benchmark, have in the past and currently provide
property management, construction management, real estate brokerage and
development services to Master or its affiliates. In addition, Embassy
leases various hotel properties from Master. Trustees and officers of
Master are members of Wellington and B & B. In his capacity as an officer
and member of the above companies, Mr. Buford is a licensed real estate
Broker in the states of Missouri and Kansas. Mr. Buford is responsible for
real estate brokerage, construction management, property management,
development supervision and the general management of the businesses.
Mr. Buford is majority owner of Recon, Recon owns Metro, Recon owns 10
percent of Embassy and Embassy owns Benchmark. Mr. Buford owns 25 percent
of B & B and approximately 10 percent of Wellington. Mr. Buford does not
have any day to day involvement with the general business of Master, nor
is he compensated as an Affiliated Trustee. Master, Embassy and Recon are
general partners of MRP Historic Developers, a Missouri general partnership
formed for the development of qualified historic properties into loft
apartments.
(d)Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case;
During the past five years, Mr. Buford has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he was or is subject to a
judgement, 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.
(e)Whether or not, during the last five years, such person was 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; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or
final order; and
(f)Citizenship.
Mr. Buford is a citizen of the United States of America
Item 3.Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used
or to be used in making the purchases, and if any part of the
purchase price is or will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities, a description
of the transaction and the names of the parties thereto. Where
material, such information should also be provided with respect to
prior acquisitions not previously reported pursuant to this
regulation. If the source of all or any part of the funds is a loan
made in the ordinary course of business by a bank, as defined in
Section 3(a)(6) of the Act, the name of the bank shall not be made
available to the public if the person at the time of filing the
statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were
acquired other than by purchase, describe the method of acquisition.
The total amount of funds used by Mr. Buford, to acquire the 900 shares of
Preferred stock and the $269,418.47 Six percent convertible subordinated
Debentures (the debentures), was $107,767.39. The funds were obtained
Pursuant to a demand loan provided by Recon. The demand loan is secured
By 900 shares of preferred stock of Master and by the debentures.
Item 4.Purpose of Transaction
State the purpose or purposes of the acquisition of securities of
the issuer. Describe any plans or proposals which the reporting
persons may have which relate to or would result in:
(a)The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b)An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c)A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
(d)Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e)Any material change in the present capitalization or dividend
policy of the issuer;
(f)Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g)Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h)Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i)A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j)Any action similar to any of those enumerated above.
Mr. Buford acquired the shares and debentures for investment purposes and
with intent of making a profit. Mr. Buford and the companies with which
he is affiliated provide services to Master for fees in the ordinary
course of business.
Item 5.Interest in Securities of the Issuer
(a)State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on the
number of securities outstanding as contained in the most recently
available filing with the Commission by the issuer unless the filing
person has reason to believe such information is not current)
beneficially owned (identifying those shares which there is a right
to acquire) by each person named in Item 2. The above mentioned
information should also be furnished with respect to persons who,
together with any of the persons named in Item 2, comprise a group
within the meaning of Section 13(d)(3) of the Act;
The aggregate number and percentage of the securities to which this schedule
13D relates is 74,213 shares, representing 5.796 percent of the total
outstanding common sand preferred shares of Master.
(b)For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
Mr. Buford has the direct power to vote and direct the disposition of 74,213
shares, after conversion to common stock, and held by him.
(c)Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most
recent filing of Schedule 13D ( 240.13d-191), whichever is less, by
the persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity
of the person covered by Item 5(c) who effected the transaction; (2)
the date of the transaction; (3) the amount of securities involved;
(4) the price per share or unit; and (5) where and how the
transaction was effected.
During the past sixty days the stocks and debentures that are the subject of
this filing are the only purchases made by Mr. Buford
(d)If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment
fund is not required.
No other person is known to have the right to receive or the power to direct
receipt of the dividends from, or the proceeds from the sale of, the
securities other than the reporting person identified herein.
(e)If applicable, state the date on which the reporting person
ceased to be the beneficial owner of more than five percent of the
class of securities.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and
the note thereto.
N/A
Item 6.Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2
and between such persons and any person with respect to any
securities of the issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies, naming the persons with whom such contracts, arrangements,
understandings or relationships have been entered into. Include such
information for any of the securities that are pledged or otherwise
subject to a contingency the occurrence of which would give another
person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained
in loan agreements need not be included.
Mr. Buford does not have any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to the
securities, including, but not limited to, transfer or voting or any
such securities, finders fees, joint ventures, loans or option
agreements, puts or calls, guarantees of profits, division of profits
Or losses, or the giving or withholding of proxies. All of the
securities and debentures have been pledged to Recon as security for
its loan. In the event Mr. Buford defaulted on the demand loan,
Recon could acquire beneficial ownership of and the voting control over
such securities or debentures. Mr. Buford is majority owner of Recon.
Item 7.Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written
agreements relating to the filing of joint acquisition statements as
required by 240.13d-1(k) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating
to: (1) the borrowing of funds to finance the acquisition as
disclosed in Item 3; (2) the acquisition of issuer control,
liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and
(3) the transfer or voting of the securities, finder's fees, joint
ventures, options, puts, calls, guarantees of loans, guarantees
against loss or of profit, or the giving or withholding of any proxy
as disclosed in Item 6.
NONE
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.
Date February 26, 2000
Signature /s/ Roger E. Buford
Name/Title
Roger E. Buford
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
