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Schedule 13D
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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. 1)
MERCURY FINANCE COMPANY
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
589395 10 2
(CUSIP Number)
Steven E. Ducommun
Bell, Boyd & Lloyd
70 West Madison Street, Suite 3300
Chicago, IL 60602 (312) 372-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 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 the 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 less than five percent of such class.)
(See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP No. 589395 10 2
1 NAME OF REPORTING PERSON: James D. Terra
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not applicable
a ( ) b ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E): ( ) None
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 14,912,977
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER: 14,912,977
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,912,977
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.4%
14 TYPE OF REPORTING PERSON: IN
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INTRODUCTION
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to the Schedule 13D filed by James D. Terra on
July 26, 1996 (the "Schedule 13D"), relates to shares of Common Stock, $1.00 par
value per share (the "Common Stock") of Mercury Finance Company a Delaware
corporation (the "Company") which has its principal executive office at 100
Field Drive, Lake Forest, Illinois 60045.
ITEM 2. IDENTITY AND BACKGROUND.
(a)(b)(c) This statement is being filed by James D. Terra. Mr.
Terra's residence address is 845 Deep Woods Court, Grayslake, Illinois
60030. Mr. Terra's Principal occupation is as an investor.
(d)(e) Mr. Terra has not been, during the last 5 years, (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 pursuant to which he was or is, as a result of such
proceeding, subject to a judgment, decree of 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) Mr. Terra is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
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ITEM 4. PURPOSE OF TRANSACTION.
James D. Terra became the beneficial owner of 16,794,559 shares of
Common Stock when he was named executor of the Estate of Daniel J. Terra (the
"Estate"), his father, by an Illinois court on July 8, 1996. The shares held
by the Estate (the "Estate Shares") were acquired by Daniel J. Terra on April
24, 1989, when First Illinois Corporation, a former Delaware Corporation
("FIC"), distributed to its stockholders of record on April 10, 1989 all of
the outstanding shares of Common Stock, on the basis of one share of Common
Stock for each two shares of common stock, $1.00 par value per share, of FIC
held by such stockholders (the "Distribution"). In addition, James D. Terra
owns for his own account 28,000 shares of Common Stock, which he acquired as
part of the Distribution.
This Amendment No. 1 relates to Mr. Terra's sale on the Estate's
behalf of 1,909,582 Estate Shares between February 11, 1997, and February 26,
1997, in brokers' transactions effected through Robert W. Baird & Co. on the
New York Stock Exchange. The 1,909,582 Estate Shares were sold as follows:
300,000 shares on February 11, 1997, for $2.375 per share; 100,000 shares on
February 12, 1997, for $2.375 per share; 90,000 shares on February 13, 1997,
for $2.375 per share; 235,000 shares on February 14, 1997, for $2.375 per
share; 275,000 shares on February 18, 1997, for $2.00 per share; 300,000
shares on February 21, 1997, for $2.625 per share; 9,500 shares on February
25, 1997, for $3.125 per share; 82 shares on February 25, 1997, for $3.00 per
share; 300,000 shares on February 25, 1997, for $3.25 per share; and 300,000
shares on February 26, 1997, for $3.725 per share. Mr. Terra sold the shares
to raise cash to pay the Estate's general obligations.
Depending upon trading prices of the Common Stock and upon Mr.
Terra's, or the Estate's (with respect to the Estate Shares), financial
position and goals from time to time, Mr. Terra may, subject to any
applicable statutory or other limitations, purchase additional Common Stock
or dispose of Common Stock in the open market, in privately negotiated
transactions, or otherwise. In this connection, Mr. Terra expects to sell
during the next seven days up to an additional 500,000 Estate Shares to raise
cash to pay the Estate's general obligations. In addition, depending on
trading prices of the Common Stock, Mr. Terra may from time to time dispose
of additional Estate Shares to pay the Estate's general obligations. Except
as previously noted, Mr. Terra does not have any present plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any other existing
vacancies on the board, (e) any material change in the present capitalization
or dividend policy of the Company, (f) any other material change in the
Company's business or corporate structure, (g) changes in the Company's
Restated Certificate of Incorporation or By-Laws or other actions which may
impede the acquisition of control of the Company by any person, (h) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an interdealer
quotation system of a registered national securities organization, (i) a
class of equity securities of the Company becoming eligible for
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termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 or (j) any action similar to any of those enumerated above.
Mr. Terra retains the right to evaluate his position in the future and change
his intent with respect to any of the foregoing actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Terra beneficially owns 14,912,977 shares representing
8.4% of the total Common Stock issued and outstanding on November 11, 1996.
DISCLAIMER OF BENEFICIAL OWNERSHIP
James D. Terra disclaims beneficial ownership of any shares of Common
Stock held by the Terra Foundation For The Arts (formerly, the Terra
Museum of American Art)(the "Foundation"), of which he is a director. As
of February 26, 1997, the Foundation owns 6,068,988 shares of Common
Stock, all of which were acquired through gifts to the Foundation by
Daniel J. Terra. These shares are not among the shares of Common Stock
reported herein.
(b) James D. Terra holds sole voting and disposition powers over
all shares of Common Stock beneficially owned by him.
(c) Except as reported herein, Mr. Terra has not engaged in any
transaction 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
Mr. Terra does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to transfer or voting of
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any securities of the Company, 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
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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.
Dated: February 28, 1997 /s/ James D. Terra
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Date Signature
