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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. 2)*
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,
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)
May 28, 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. 74435P-20-3
<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) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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 137,350
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 137,350
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,350
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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)
7.2%
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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. 2 to Schedule 13D Statement is filed on behalf of the
Richard M. Osborne Trust (the "Trust"), for the purpose of reporting the
acquisition by it of 20,000 shares of common stock, par value $0.01 per share
(the "Shares"), of Haverfield Corporation, an Ohio corporation ("Haverfield").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Shares reported herein as having been acquired by the Trust were
acquired for the approximate aggregate purchase price of $350,000. The Trust
acquired such Shares with margin debt from McDonald & Company Securities, Inc.
("McDonald") and Everen Securities, Inc. ("Everen"). Interest on the Everen
margin debt is computed at a select rate above the rate banks charge securities
brokers ("brokers call money rate"). Interest on the McDonald margin debt is
computed at select rates above the brokers call money rate, which rates vary
depending on the amount of margin debt of the Trust at McDonald. The interest
rate on the McDonald and Everen margin debt is subject to change, without
notice, if the brokers call money rate changes. To the extent permitted by
law, both McDonald and Everen have liens on the Shares reported herein as
having been acquired by the Trust. A copy of the agreement setting forth the
terms of the Trust's Everen margin debt is attached as Exhibit 7.1 to the
original Schedule 13D Statement filed on March 29, 1996, and a copy of the
agreement and disclosure statement setting forth the terms of the Trust's
McDonald margin debt is attached hereto as Exhibit 7.2 and 7.3, respectively.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
(a) According to the most recently available filing with the Securities
and Exchange Commission by Haverfield, there are 1,904,102 Shares actually
outstanding.
The Trust beneficially owns 137,350 Shares, or approximately 7.2% of
the outstanding Shares. As sole trustee of the Trust, Mr. Osborne may be
deemed to beneficially own such Shares.
(b) Mr. Osborne, as the sole trustee of the Trust, has sole power to
vote, or to direct the voting of, and the sole power to dispose or to direct
the disposition of, the Shares owned by the Trust.
(c) Since the filing of Amendment No.1 to Schedule 13D on April 17, 1996,
the Trust purchased 20,000 Shares in the following open market transactions:
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CUSIP No. 419-411-10-3
<TABLE>
Approximate
Per Share Price
Number of (Excluding
Date Shares Commissions)
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April 18, 1996 4,000 $17.50
April 23, 1996 10,000 $17.69
May 23, 1996 5,000 $18.38
May 28, 1996 1,000 $18.56
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Item 7. Material to be Filed as Exhibits
Item 7 is amended and supplemented as follows:
7.2 -- Margin Agreement Letter to McDonald & Company
Securities, Inc. from Richard M. Osborne
7.3 -- McDonald & Company Disclosure Statement to
Option/Margin Account Customers
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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: June 3, 1996 The Richard M. Osborne Trust
By:/s/ Richard M. Osborne
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Richard M. Osborne, Trustee
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CUSIP No. 419-411-10-3
Exhibit Index
7.2 -- Margin Agreement Letter to McDonald & Company
Securities, Inc. from Richard M. Osborne
7.3 -- McDonald & Company Disclosure Statement to
Option/Margin Account Customers
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McDONALD & COMPANY Exhibit 7.2
SECURITIES, INC.
SIGN REVERSE SIDE AND RETURN
25632860
Richard M. Osborne Trustee
Richard M. Osborne Trust
dtd 1-13-95 MARGIN AGREEMENT
7001 Center Street
Mentor OH 44060
TO McDONALD & COMPANY SECURITIES, INC.
In consideration of your accepting one or more accounts of the undersigned and
your agreeing to act as brokers or dealers for the undersigned in the purchase
or sale of securities, the undersigned agrees with respect to all accounts that
I have or may have with you, whether individual, joint, or as guarantor.
I am of full age and represent that I am not an employee of any Exchange or of
a Member Firm of any Exchange or the NASD or of a bank, trust company or
insurance company. If I am or become an employee of any of the above, I will
promptly notify you and understand prior approval from my employer is necessary
to maintain my account with you.
Any transaction hereunder shall be subject to the laws of the State of Ohio,
and to the constitution, rules, regulations, customs, and usages of the
exchange or market (and its clearing house, if any) where executed.
Debit balances, including all advances and expenditures in your opinion
necessary or advisable in respect of transactions hereunder, shall be payable
on demand and shall bear interest in accordance with your usual custom,
together with any extra rates caused by credit conditions and other charges to
cover your credit and other services.
You are to hold as security for payment of all liabilities to you however
arising, all cash, credits, securities or other property now or hereafter held
or carried by you in all accounts of the undersigned, with the right on your
part, in your discretion and without notice, to transfer any thereof
interchangeably among any such accounts. I will maintain such margins by
depositing additional security or otherwise as you may in your discretion
require from time to time, and will pay on demand any debit balance owing with
respect to my accounts. You shall have the right at any time, without notice,
to apply any such cash or credits to payment of any debit balances or other
obligation of the undersigned. Whenever in your discretion you deem it
necessary for your protection, you may sell any such securities or other
property, buy in any thereof of which any account of the undersigned may be
short, or cancel or close out any outstanding order or contract, all without
demand for additional security or payment, notice or advertisement. Any such
transaction may be made in your discretion on any exchange or market or by
public or private transaction and on any credit of delivery terms, and, other
than in private transaction, you may participate therein as the other party for
your own account, free from any right of exemption. In any event, the
undersigned shall remain liable for any deficiency.
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You may at any time, without notice, pledge or repledge any such securities or
other property, separately or with other property, for any amount due you from
the undersigned or any greater amount, without retaining in your possession or
control a like amount of similar or other property.
You are authorized to transfer into your name or that of any depository or its
nominee any securities now or thereafter held by you in any accounts of the
undersigned, to deposit any securities held in such accounts in any stock
clearing corporation or depository and to hold under your system of bulk
segregation of customer's securities and securities held in such accounts
classified as free or excess margin securities under the rules and regulations
of the New York Stock Exchange.
Reports of the execution of orders and statements of my account shall be
conclusive if not objected to in writing within five days and ten days
respectively, after transmitted to me by mail or otherwise.
All sell orders shall be designated as "long" or "short" and designation of a
sell order as "long" shall constitute a certification that the undersigned owns
the security and, if the security is not in your possession, it will be
forwarded to you promptly.
Any communications, whether by mail, telegraph, telephone, messenger or
otherwise, sent to the undersigned at the address given to you from time to
time shall, upon dispatch, constitute personal delivery to me. Notice given
hereunder shall not operate as a waiver of any of your rights hereunder or
obligate you to proceed only in conformity therewith.
No provision hereof may be waived or modified except by a writing signed by one
of your duly authorized partners or employees.
This agreement shall remain in force until delivery of written revocation
thereof by the undersigned to you, or vice versa; if revoked, it shall continue
effective as to prior transactions, and shall inure to the benefit of your
successors and assigns.
If any provision hereof is, or at any time should become inconsistent with any
present or future law, rule or regulation of any securities exchange or of any
sovereign government or a regulatory body or any judicial determination by any
court of law or entity having jurisdiction over the subject matter of this
agreement, said provision shall be deemed to be superseded or modified to
conform to such law, rule, regulation or determination, but in all other
respects this agreement shall continue and remain in full force and effect.
Any securities in any of your accounts are collateral for any debit balance in
your accounts with us. A lien is created by these debits to secure the amount
owed to McDonald & Company Securities, Inc. This means that in accordance with
the terms of the margin and lending customer's agreement, securities in your
account can be sold to reduce or liquidate entirely any debit balance in your
account.
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The undersigned has received a copy of the Arbitration Agreement (enclosed).
The undersigned also has receive a copy of the Truth in Lending Disclosure
Statement as required by SEC Rule 10b(16).
Date:
X /s/Richard M. Osborne
X
X
LENDING AGREEMENT
McDONALD & COMPANY SECURITIES, INC.
The undersigned authorizes you, or any successor to your firm, to lend to
yourself as broker, or to other, any securities now or hereafter carried on
margin by you for the account of, or under the control of, the undersigned.
This authorization shall remain in force until delivery of written revocation
thereof by the undersigned to you and thereafter with respect to any prior
transactions and shall inure to the benefit of your successors and assigns.
Date:
X /s/Richard M. Osborne
X
X
Please sign and date this form in each of the two places provided above. In
the case of joint accounts, both tenants should sign in both signature spaces.
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Exhibit 7.3
FOR YOUR RECORDS
McDONALD & COMPANY
SECURITIES, INC.
DISCLOSURE STATEMENT TO
OPTION/MARGIN ACCOUNT CUSTOMERS
REQUIRED BY SEC RULE 10b-16 ("TRUTH IN LENDING")
Clients carrying margin accounts with McDonald & Company Securities, Inc.
will be charged on credit extended by us for the purpose of making transactions
in securities, or for any other purpose related to the client's margin
accounts. The annual rate of interest will be 3/4% to 2 1/2% above current
broker call rate (the highest rate we are charged to borrow on client
securities), depending upon the size of the account debit balance as indicated
below.
Average Debit Balance Interest Rate
Over $100,000 Broker Call Rate + 3/4%
$50,000 to $99,999 Broker Call Rate + 1%
$30,000 to $49,999 Broker Call Rate + 1 1/2%
$10,000 to $29,999 Broker Call Rate + 2%
Below $10,000 Broker Call Rate + 2 1/2%
The interest charge will be changed without notice in accordance with
changes in the broker call rate. When the interest charge is to be increase
for any other reason, at least thirty days prior written notice will be given.
The interest charge is computed monthly on the average debit balance as
described below.
All credit and debit balances in your account are combined (with the
exception of the credit in a "short account," type '3') and the interest charge
is calculated on the average daily net debit balance. A credit balance in a
short account will not reduce your debit balance because the balance is
collateral for the short position under which we have borrowed the security in
order to deliver it to the buying broker.
Balances in the short account will be adjusted to the short position's
current market value each Friday evening (commonly called "Marking-to-the
- -Market"). If a difference of greater than $100.00 exists after this
"marking," an adjusting entry is made between the short account (type 3) and
the general margin account (type 2) and will be identified on your statements
as "Mark to Market." An increase in the value of short positions exceeding
$100.00 will result in a credit entry to the type 3 account and a debit to the
type 2 account, thereby increasing the interest which may be charged to the
type 2 account, thereby decreasing the amount of interest that may be charged.
The average daily debit balance, on which the interest charge at the rate
stated has been computed, together with the number of days in the period will
appear on your statement.
The actual interest charge calculations are made by computer. The
following formula is used:
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Average daily debit balance x interest rate
x number of days in period = Interest Charge
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360
You will be charged the same interest charge on prepayments, which result
from proceeds on sales which are paid to you prior to the settlement date or
prior to our completing the transfer of shares which are not in "good delivery"
form.
The client's agreement gives McDonald & Company Securities, Inc. the
right, in our discretion, to require additional collateral or in lieu thereof,
to liquidate an account. In exercising that discretion, McDonald & Company
Securities, Inc. has established certain guidelines which it generally uses for
the supervision of margin accounts. For other than listed option transactions,
McDonald & Company Securities, Inc. seeks to maintain the equity in "long
accounts" to at least 30% and for "short accounts" to at least 35% and will
customarily require additional collateral, should the balances fall below said
minimum amounts. For listed option transactions, McDonald & Company
Securities, Inc. adheres to the requirements of the various regulatory bodies.
Equity is determined by subtracting the debit balance from the market value of
the securities. In addition, McDonald & Company Securities, Inc. reviews
accounts to determine whether equity is concentrated in any particular security
and will generally require equity of at least 40% if a security position is
determined to be concentrated. Further, McDonald & Company Securities, Inc.
has a policy that if the equity value of an account is comprised of low-priced
securities, it will similarly require a higher equity position in the account
based upon such circumstances. Since the aforesaid policies are pursuant to
the discretionary rights of McDonald & Company Securities, Inc., they may be
changed or modified from time to time. In addition, if any self-regulatory
agency so requires it, greater margin than usually required on a particular
security or securities may also be applicable.
A copy of the current guidelines with regard to maintenance requirements
insofar as they may exist will be furnished to any customer upon written
request for same.
ARBITRATION DISCLOSURES
Please read the following carefully, as they affect your rights and
McDonald & Company Securities, Inc.'s ("McDonald") in the event that any
dispute arises between us which cannot be amicably resolved.
ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRIAL.
PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
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THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
ARBITRATION AGREEMENT
MCDONALD AND THE CLIENT AGREE THAT BY McDONALD'S OPENING AND CARRYING AN
ACCOUNT FOR THE CLIENT, ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US CONCERNING
ANY TRANSACTIONS OR THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS OR ANY
OTHER AGREEMENT BETWEEN US PERTAINING TO SECURITIES AND ANY OTHER PROPERTY,
WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE
DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE
CONDUCTED PURSUANT TO THE FEDERAL ARBITRATION ACT AND THE LAWS OF THE STATE OF
OHIO, BEFORE THE NEW YORK STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC., THE MUNICIPAL SECURITIES RULEMAKING BOARD OR OTHER
SELF-REGULATORY ORGANIZATION OF WHICH THE BROKER IS A MEMBER. THE ARBITRATION
WILL ALSO BE CONDUCTED IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED
ORGANIZATION.
THE CLIENT MAY ELECT IN THE FIRST INSTANCE WHETHER ARBITRATION SHALL BE
CONDUCTED BY ANY OF THE ABOVE-REFERENCED EXCHANGES OR SELF-REGULATORY AGENCIES
HEREINBEFORE NAMED. IF THE CLIENT FAILS TO MAKE SUCH ELECTION BY REGISTERED
LETTER OR TELEGRAM ADDRESSED TO McDONALD AT McDONALD'S MAIN OFFICE BEFORE THE
EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM McDONALD TO MAKE
SUCH ELECTION, THEN McDONALD SHALL MAKE SUCH ELECTION. THE AWARD OF THE
ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE
AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
JURISDICTION.
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. IT IS IN THE
ABOVE PARAGRAPH.
Further, no person shall bring a punitive or certified class action to
arbitration, nor seek to enforce any predispute arbitration agreement against
any person who has initiated in court a putative class action; who is a member
of putative class who has not opted out of the class with respect to any claims
encompassed by the putative class action until:
the call certification is denied;
the class is decertified; or
the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute
a waiver of any rights under this agreement except to the extent stated herein.
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This agreement shall remain in force until delivery of written revocation
thereof by the undersigned to you or vice versa; if revoked, it shall continue
effective as to prior transactions and shall inure to the benefit of your
successors and assigns.
If any provision hereof is or at any time should become inconsistent with
any present or future law, rule or regulation of any securities exchange or of
any sovereign government or a regulatory body or any judicial determination by
any court of law or equity having jurisdiction over the subject matter of this
agreement, said provision shall be deemed to be superseded or modified to
conform to such law, rule, regulation or determination, but in all other
respects this agreement shall continue and remain in full force and effect.
