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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 5)*
Haverfield Corporation
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
419-411-10-3
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 9, 1996
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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 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 five percent or less 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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<TABLE>
SCHEDULE 13D
CUSIP NO. 419-411-10-3
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard M. Osborne Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 174,819
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 174,819
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,819
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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)
9.17%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
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<TABLE>
SCHEDULE 13D
CUSIP NO. 419-411-10-3
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 15,400
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,400
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,400
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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)
0.81%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
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CUSIP No. 419-411-10-3
This Amendment No. 5 to Schedule 13D Statement is jointly filed on behalf
of the Richard M. Osborne Trust (the "Trust"), and Turkey Vulture Fund XIII,
Ltd. (the "Fund"), for the purpose of reporting a letter sent by the Fund and
the Trust to Haverfield Corporation, an Ohio corporation ("Haverfield").
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
Reference is hereby made to the letter, a copy of which is attached hereto
as Exhibit 7.7, dated September 9, 1996, from the Trust and the Fund to
Haverfield, in which the Trust and Fund seek Haverfield's confirmation that
acquisition of additional shares by the Trust or the Fund in excess of 10%
ownership is appropriate. The letter also requests the right to inspect
Haverfield's stockholder list in order to communicate with the stockholders of
Haverfield concerning corporate affairs relating to the Fund and Trust's mutual
interests as shareholders.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and supplemented as follows:
7.7 -- Letter from the Fund and Trust to Haverfield, dated
September 9, 1996
7.8 -- Agreement of Joint Filing
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CUSIP No. 419-411-10-3
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: September 12, 1996 THE RICHARD M. OSBORNE TRUST
By: /s/ Richard M. Osborne
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Richard M. Osborne, Trustee
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
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CUSIP No. 419-411-10-3
Exhibit Index
7.7 -- Letter from the Fund and Trust to Haverfield, dated September 9,
1996
7.8 -- Agreement of Joint Filing
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EXHIBIT 7.7
RICHARD M. OSBORNE
7001 CENTER STREET
MENTOR, OHIO 44061-1020
______________________________________________________________________________
Telephone (216) 951-1111
Fax (216) 255-8645
CERTIFIED MAIL, RETURN RECEIPT REQUESTED
September 9, 1996
Board of Directors
Haverfield Corporation
Terminal Tower
50 Public Square, Suite 444
Cleveland, OH 44113-2203
Attention: Ms. Nancy M. Czupik
Secretary
RE: Demand for Shareholder List
Dear Sirs:
The Richard M. Osborne Trust (the "Trust") and Turkey Vulture Fund XIII,
Ltd. (the "Fund") are the beneficial owners of 190,219 shares of Haverfield
Corporation (the "Company"). The Trust and the Fund have filed a Schedule 13D
disclosing such ownership, and the Trust and the Fund have not disposed of any
such shares.
As owners of 9.98% of the Company, the Trust and the Fund give careful
consideration to strategies to enhance the shareholder value of the Company.
Notwithstanding that such approval is not necessary under applicable law and
regulation, I seek your confirmation that acquisition of additional shares by
the Trust or the Fund in excess of 10% ownership is appropriate. The Trust
and/or the Fund may seek the approval of the Office of Thrift Supervision to
acquire more than 10% of the Company's outstanding stock.
The Trust and the Fund respectfully request, pursuant to Section
1701.37(C) of the General Corporation Law of the State of Ohio and the common
law of the State of Ohio, the right to inspect the Company's stock ledger and
list of its stockholders as of August 30, 1996 (the "Record Date") and to make
copies and extracts therefrom.
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Pursuant to Section 1701.37(C) of the General Corporation Law and the
common law of the State of Ohio, the Trust and the Fund are entitled to, and
demand, as a part of the foregoing demand for inspection, the following:
Haverfield Corporation
September 9, 1996
Page 2
(A) A complete record or list of the Company's stockholders,
certified by its transfer agent, showing the names and addresses of each
stockholder and the number of shares of stock registered in the name of each
such stockholder, as of the Record Date.
(B) All information in the Company's possession, or which can
reasonably be obtained from nominees of any central certificate depository
system, concerning the number and identity of the actual beneficial owners of
the Company's stock, including an alphabetical breakdown of any holdings in the
respective names of Cede & Co., Kray & Co., Philadep and DLJ, and other similar
depositaries or nominees.
(C) A list of non-objecting beneficial owners, which is available to
the Company from brokers and dealers pursuant to Rule 14b-1 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and from banks
pursuant to Rule 14b-2 of the 1934 Act.
(D) A list of stockholders as of the Record Date of all stockholders
owning 1,000 or more shares of the Company stock arranged in descending order.
The Trust and the Fund demand that modifications, additions or deletions
to any and all information referred to in paragraphs (A) through (D) above from
the date of any information, to and including 30 days from the Record Date, be
immediately furnished to the undersigned as such modifications, additions or
deletions become available to the Company or its agents or representatives.
The Trust and the Fund will bear the reasonable costs incurred by the
Company (including those of its transfer agent) in connection with the
production of the above information. The above material should be produced
within five business days of your receipt of this letter.
The Trust and the Fund hereby designate and authorize Grady & Associates,
their employees, and any other persons designated by them or by the
undersigned, acting alone or in any combination, to conduct the inspection and
copying herein requested. The power of attorney form is appended to this
letter.
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The purpose of the requested examination is to ascertain the names and
addresses of other shareholders in order to communicate with them concerning
corporate affairs relating to our mutual interests as shareholders.
Please advise Francis X. Grady ((216) 241-3555) of Grady & Associates,
1468 West 9th Street, Suite 620, Cleveland, Ohio 44113-1220, where and when the
requested information will be available to the designated agents of the
undersigned.
Haverfield Corporation
September 9, 1996
Page 3
Please sign a copy of this letter to indicate your receipt hereof and
return it in the prepaid, self-addressed return envelope.
Sincerely yours,
THE RICHARD M. OSBORNE TRUST
By: /s/ Richard M. Osborne Trustee
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Richard M. Osborne, Trustee
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
Enclosure
(3:59 pm 9/9/96
19900.RMO)smt
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STATE OF OHIO )
) ss:
COUNTY OF LAKE )
On this 10th day of September, 1996, there personally appeared before me,
a notary public for the state and county aforesaid, Richard M. Osborne, trustee
of the Richard M. Osborne Trust and manager of the Turkey Vulture Fund XIII,
Ltd., personally known to me, who does hereby state, after being duly sworn
according to law, that he is the trustee of the Richard M. Osborne Trust and
manager of Turkey Vulture Fund XIII, Ltd., the latter an Ohio limited liability
company, that he is authorized to make the foregoing demand and this
verification and to execute the foregoing demand, and that the facts and
statements in said demand are true and correct.
SWORN TO AND SUBSCRIBED before me this 10th day of September, 1996.
/s/ Debbie Lane
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Notary Public
Debbie Lane
Notary Public to: the state of Ohio
My Commission Expires June 12, 1999
Recorded in Lake County
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, Richard M. Osborne, as trustee
of the Richard M. Osborne Trust (the "Trust") and manager of the Turkey Vulture
Fund XIII, Ltd. (the "Fund"), do hereby make, constitute and appoint Grady &
Associates to act as true and lawful attorneys in fact for the Trust and the
Fund, in the name, place and stead of the Trust and the Fund in all matters
regarding the examination of the list of shareholders of Haverfield
Corporation, giving and granting unto said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite necessary
and proper to be done in and without the premises, as fully, to all intents and
purposes as the Trust and the Fund might or could do if personally present,
with full power of substitution and revocation, hereby ratifying and confirming
all that my attorneys or the substitute shall lawfully do or cause to be done.
IN WITNESS WHEREOF, I have hereunto set my hand this day of September,
1996.
THE RICHARD M. OSBORNE TRUST
WITNESSED BY:
/s/ Sue Koenig /s/ Richard M. Osborne Trustee
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Sue Koenig By: Richard M. Osborne, Trustee
TURKEY VULTURE FUND XIII, LTD.
/s/ Debbie Lane /s/ Richard M. Osborne
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Debbie Lane By: Richard M. Osborne, Manager
STATE OF OHIO )
) ss:
COUNTY OF LAKE )
Subscribed and sworn to before me this 10th day of September, 1996.
/s/ Debbie Lane
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Notary Public
Debbie Lane
Notary Public to: the state of Ohio
My Commission Expires June 12, 1999
Recorded in Lake County
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EXHIBIT 7.8
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: September 12, 1996
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne
Manager
RICHARD M. OSBORNE TRUST
By: /s/ Richard M. Osborne
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Richard M. Osborne
Trustee
