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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*)
Command Credit Corporation
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
20049-93-09
(CUSIP Number)
Hank Gracin, Esq.
Lehman & Eilen
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 222-0888
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communication)
October 18, 1995
(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 /X/. (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 of 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 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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CUSIP NO. 20049-93-09 13D Page 2 of 4 Pages
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: William G. Lucas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ___
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
7. SOLE VOTING POWER: 4,794,778
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 1,224,778
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,794,778
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.99%
14. TYPE OF REPORTING PERSON: IN
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CUSIP NO. 20049-93-09 13D Page 3 of 4 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COMMAND CREDIT CORPORATION
(Name of Company)
Item 1. Security and Issuer.
The title of the class of equity security to which this statement relates
is the Common Stock, $.0001 par value per share, of Command Credit Corporation,
a New York corporation (the "Company"), whose principal executive offices are
located at 100 Garden City Plaza, Garden City, New York 11530.
Item 2. Identity and Background
This statement is filed by William G. Lucas, a United States citizen with a
business address at c/o Command Credit Corporation, 100 Garden City Plaza,
Garden City, New York 11530. His present principal occupation is President,
Chairman, Chief Executive Officer and Chief Financial Officer of the Company.
During the last five years, Mr. Lucas has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction subjecting him 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.
Item 3. Source and Amount of Funds or Other Consideration
The 1,224,778 shares owned by Mr. Lucas were purchased with his own
personal funds in open market transactions or direct purchases from the Company.
Mr. Lucas was also appointed on October 18, 1995, as the voting trustee of
4,000,000 shares of Common Stock owned by Jetlease/Finance Corporation, a
Florida corporation ("Jetlease"), pursuant to a Voting Trust Agreement, dated
October 18, 1995 (the "Jetlease Voting Trust") in connection with the Company's
acquisition of Fidelity Holding Corp., a Florida corporation ("Fidelity"), from
Jetlease. No cash consideration was paid by or to Mr. Lucas in connection
therewith. On April 29, 1996, 430,000 shares of the Common Stock owned by
Jetlease and subject to the Voting Trust Agreement were cancelled by the Company
by reason of Jetlease's breach of its payment obligations under two separate
promissory notes, in the principal amounts of $6,000,000 and $4,000,000,
respectively, issued by Jetlease to Fidelity.
Item 4. Purpose of the Transaction
The shares of Common Stock purchased by Mr. Lucas were acquired for
investment purposes only. The shares of Common Stock owned by Jetlease were
deposited in the Voting Trust in connection with the Company's acquisition of
Fidelity from Jetlease and the Company's issuance of the subject shares
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CUSIP NO. 20049-93-09 13D Page 4 of 4 Pages
to Jetlease in consideration therefor.
Item 5. Interest in Securities of the Issuer
(a) Mr. Lucas is the beneficial and sole owner of 1,224,778 shares of
common stock of the Company. Such 1,224,778 shares constitute approximately
8.0% of the shares of the Company's Common Stock outstanding as of April 25,
1996.
(b) Mr. Lucas is a the sole trustee of the Jetlease Voting Trust. Mr.
Lucas, as sole trustee of the Jetlease Voting Trust, has the exclusive right to
vote the 3,570,000 shares of Common Stock owned by Jetlease which are deposited
therein. Mr. Lucas does not have any right to dispose, or control the
disposition of, such shares. Such 3,570,000 shares constitute approximately
23.4% of the shares of the Company's Common Stock outstanding as of April 25,
1996.
(c) Mr. Lucas purchased 1,000,000 shares of Common Stock in the open
market on April 15, 1996 at a purchase price of $.21 per share. Mr. Lucas has
not engaged in any other transactions in the Company's common stock in the past
60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Under the Jetlease Voting Trust, Mr. Lucas has the exclusive right to vote
the deposited shares of Common Stock at any regular or special meetings of the
shareholders of the Company and/or any actions in lieu of meetings or
shareholder proceedings, until such time as two separate promissory notes, in
the principal amounts of $6,000,000 and $4,000,000, respectively, issued by
Jetlease to Fidelity are paid in full by Jetlease.
Item 7. Material to be Filed as Exhibits
1. Voting Trust Agreement, dated October 18, 1995, among
Jetlease/Finance Corporation, William G. Lucas and the Company.
Signatures
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 30, 1996
/s/ William G. Lucas
--------------------
William G. Lucas
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VOTING TRUST AGREEMENT
AGREEMENT dated October 18, 1995 among Jetlease/Finance Corporation, a
Florida corporation (the "Shareholder"), William G. Lucas, as Voting Trustee
(the "Trustee") and Command Credit Corporation, a New York Corporation (the
"Corporation").
WITNESSETH;
WHEREAS, the Shareholder owns an aggregate of 4,000,000 shares (the
"Shares") of Common Stock of the Corporation and deems it in its interest and in
the interest of the Corporation to transfer its shares to the Trustee for the
purpose of conferring the right to vote thereon, as hereinafter provided; and
WHEREAS, the Trustee have consented to act under this Agreement for the
purposes herein declared;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. The Shareholder hereby assigns and transfers to the Trustee all right,
title and interest in and to its 4,000,000 Shares only for the purpose of
conferring the right to vote thereon.
2. A duplicate of this Agreement shall be filed in the principal office
of the Corporation, and this Agreement shall be subject to any rights of
inspection authorized by the New York business corporation laws.
3. The Voting Trustee shall not receive any compensation for their
services as Voting Trustee.
4. Nothing herein contained shall limit or restrict the Voting Trustee
from acting, and receiving compensation, as a director, officer, agent, employee
or member of any committee of the Corporation or of any enterprise controlled by
or affiliated with the Corporation. The Voting Trustee may contract and
otherwise deal with the Company or with any enterprise controlled by or
affiliated with the Corporation, or may be or become pecuniarily interested in
any matter or transaction to which the Corporation or any enterprise controlled
by or affiliated with the Corporation may be directly or indirectly concerned,
without liability in any way or under any circumstances, as fully as though they
were not a party hereto.
5. The Trustee throughout the term of this Agreement shall have the
exclusive right to vote (or to give their written consent in lieu of voting to
the extent permitted by law), all the Shares under this Agreement, and are
hereby authorized to cast such votes or give such written consent in person or
by proxy at or in any and all regular and special meetings, or actions in lieu
of meetings, or at or in any and all proceedings, of the Shareholder of the
Corporation for whatever purpose called or held. The right of the Trustee to
exercise all voting
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rights of the Shareholder shall include, but not be limited to, the right to
vote for the election of directors, and in favor of or against any resolution or
proposed action of any character whatsoever, including, without limitation, the
mortgaging and pledging of all or substantially all of the property of the
Corporation, the transfer or sale of all or substantially all of its property
for cash, securities or other property, and the liquidation, dissolution, or
merger of the Corporation, or its split-up, reorganization, recapitalization or
any other change of corporate structure.
6. Throughout the term of this Agreement, the Trustee will pay or cause
to be paid to or upon the written order of the Shareholder their proportionate
amounts of any dividends.
7. No Trustee shall be required to give any bond or other security for
the faithful discharge of his duties, and no Trustee shall incur any liability
hereunder, except for his wilful misfeasance.
8. (a) The term "Trustee" shall apply to the original Trustee named
herein and to their respective successors appointed as hereinafter provided.
(b) The Trustee may at any time resign upon 15 days written notice to
the Shareholder, and thereby become relieved of all obligations hereunder, by
mailing by registered or certified mail his resignation in writing to the
Shareholder and then to the Corporation.
(c) In the event of the death, resignation or inability to act of the
Trustee hereunder, any vacancy so occurring shall be filled by the appointment
of a successor Trustee by the Corporation. All such appointments shall be made
by written instrument mailed by registered or certified mail to the Shareholder
(d) Every successor Trustee so appointed shall deliver to the
Corporation a written instrument stating that he accepts such appointment, and
from the time of delivery of such instrument, such successor or Trustee shall be
deemed to be a Trustee hereunder and to have all the rights and duties of a
Trustee hereunder. In the event that a person so appointed shall fail to
deliver such an instrument of acceptance within thirty (30) days after receipt
by him of written notice of his appointment, he shall be deemed to have refused
to act as successor Trustee and the vacancy shall be deemed to continue until
filled in accordance with the foregoing provisions.
9. This Agreement shall remain in effect until the two promissory notes
dated October 18, 1995, payable to the order of Fidelity Holding Corp., a
Florida corporation ("Fidelity"), in the amounts of $6,000,000 and $4,000,000
respectively, shall be paid in full, including the amount of principal (and
2
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accrued interest) owed to Fidelity by the Shareholder under the promissory notes
being issued on the date hereof in connection with the Exchange Agreement dated
on the date hereof.
10. This Agreement constitutes the entire agreement of the parties hereto
and cannot be changed, amended or terminated orally. If any provision or term
of this Agreement shall be deemed to be invalid or unenforceable, the remaining
provisions and terms hereof shall not be affected thereby but shall be in full
force and effect. This Agreement shall be governed by the laws of the State of
New York.
11. This Agreement shall bind and inure to the benefit of the of the
parties hereto and their respective legal representatives, heirs, successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have made and subscribed this
agreement as of the day and year first above written.
Jetlease/Finance Corporation
Dated: October 18, 1995 By: /s/ David LaCroix
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David LaCroix
President
William G. Lucas, as Trustee
Dated: October 18, 1995 By: /s/ William G. Lucas
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William G. Lucas
Command Credit Corporation
Dated: October 18, 1995 By: /s/ William G. Lucas
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William G. Lucas
President
