UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)(1)
MONACO FINANCE, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
608868 10 5
(CUSIP Number)
Irwin L. Sandler, 370 Seventeenth Street, Suite 5060, Denver, Colorado 80202
(303) 592-9411
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 4, 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 .
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.
(Continued on following pages)
(Page 1 of 7 Pages)
(1) 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 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)
<PAGE>
CUSIP No. 13D PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IRWIN L. SANDLER
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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 *
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
2,070 SHARES OF CLASS A COMMON STOCK
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
283,320 SHARES OF CLASS A COMMON STOCK
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10 SHARED DISPOSITIVE POWER
250,000 SHARES OF CLASS B COMMON STOCK
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,320 SHARES OF CLASS A COMMON STOCK; 250,000 SHARES OF CLASS B COMMON
STOCK
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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)
6.9% OF THE CLASS A COMMON STOCK AND 19.6% OF THE CLASS B COMMON STOCK
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SANDLER FAMILY PARTNERS, LTD.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS *
NOT APPLICABLE
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
- -0-
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
250,000 SHARES OF CLASS B COMMON STOCK
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 SHARES OF CLASS A COMMON STOCK; 250,000 SHARES OF CLASS B COMMON
STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% OF THE CLASS A COMMON STOCK; 19.6% OF THE CLASS B COMMON STOCK
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14 TYPE OF REPORTING PERSON*
PN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
7
ITEM 1. SECURITY AND ISSUER.
Security: Class A Common Stock, par value $.01 per share, and Class B
Common Stock, par value $.01 per share of Monaco Finance, Inc., a Colorado
corporation ("Monaco" or the "Issuer"). The Class A Common Stock is registered
pursuant to Section 12(g) under the Securities Exchange Act of 1934. The
Class A and Class B Common Stock vote together as a single class. Each share
of Class A Common Stock has one vote per share, while each share of Class B
Common Stock has three votes per share. Each share of Class B Common Stock is
automatically converted into one share of Class A Common Stock upon its sale
or transfer (except certain transfers for estate planning purposes), and upon
the death of the original holder and may be converted into one share of Class
A Common Stock at any time.
Issuer: Monaco Finance, Inc., 370 Seventeenth Street, Suite 5060,
Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: This Statement is being filed by Sandler Family
Partners, Ltd., a Colorado limited partnership ("Sandler Family Partners") and
Irwin L. Sandler. Mr. Sandler is the sole general partner of Sandler Family
Partners.
(b) Residence or business address: 370 Seventeenth Street, Suite
5060, Denver, Colorado 80202.
(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: Sandler Family Partners is a limited
partnership formed for estate planning purposes, the limited partners of which
are members of the immediate family of Mr. Sandler. Mr. Sandler is the
Executive Vice President, Secretary and Treasurer of the Issuer.
(d) During the last five years, neither Sandler Family Partners nor
any of its partners, including Mr. Sandler, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Sandler Family Partners nor
any of its partners, including Mr. Sandler, 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.
(f) Citizenship: Sandler Family Partners was formed under
Colorado law and Mr. Sandler is a citizen of the USA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Neither Sandler Family Partners, nor any of its partners including Mr.
Sandler, have any present plans or proposals which relate to or would result
in any of the following:
(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 of 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 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Sandler Family Partners is the beneficial owner of 250,000 shares
of Class B Common Stock (19.6% of that class) which are convertible into
250,000 shares of Class A Common Stock (3.4% of that class). Mr. Sandler may
be deemed to be the beneficial owner of the 250,000 shares of Class B Common
Stock owned by Sandler Family Partners and the 250,000 shares of Class A
Common Stock into which the Class B Common Stock is convertible. He also is
the beneficial owner of 2,070 shares of Class A Common Stock owned by his
Keogh Plan and 281,250 shares of Class A Common Stock underlying presently
exercisable stock options. Accordingly, Mr. Sandler may be deemed to be the
beneficial owner of 19.6% of the Class B Common Stock and 6.9% of the Class A
Common Stock.
(b) Sandler Family Partners has no voting power with respect to the
Class B Common Stock beneficially owned by it. Mr. Sandler has the sole power
to vote the 2,070 shares of Class A Common Stock beneficially owned by him
through his Keogh Plan. He has no power to vote the 250,000 shares of Class B
Common Stock owned by Sandler Family Partners.
(c) No transactions in the class of securities reported on were
effected during the past sixty days or since the most recent filing on
Schedule 13D, whichever is less, by the persons named in response to paragraph
(a).
(d) Sandler Family Partners retains the right to receive or the power
to direct the receipt of dividends from the 250,000 shares of Class B Common
Stock beneficially owned by it. It also has the power to cause Consumer
Finance Holdings, Inc. to purchase all such shares. See Item 6 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. Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On or about December 4, 1997, Consumer Finance Holdings, Inc. ("CFH") and
Morris Ginsburg (an executive officer and director of the Issuer), Sandler
Family Partners, Ltd., and Irwin L. Sandler (collectively the "Shareholders")
entered into an Option Agreement effective as of that date. CFH is a
wholly-owned subsidiary of Pacific USA Holdings Corp. ("Pacific USA").
Pursuant to the Option Agreement, the Shareholders granted a three-year option
to CFH to purchase all, but not less than all, of the 830,000 shares of Class
B Common Stock owned by the Shareholders (the "Option Shares") at a purchase
price of $4.00 per share. Concurrently, CFH granted to each Shareholder a
three-year option (the "Put Option") to sell that portion of the Option Shares
held by each Shareholder at a price of $4.00 per share. The Put Option is
exercisable with respect to 50% of the Option Shares during the 30-day period
following the second anniversary of the effective date and 50% during the
30-day period following the third anniversary of the effective date. The Call
Option and Put Option both expire on the third anniversary date of the
effective date, or on December 4, 2000. In the event that CFH or any of its
affiliates exercises the Call Option, and within 180 days after closing
thereof, sells or agrees to sell any portion of the Option Shares to a person
who is not an affiliate of CFH for a price greater than $4.00 per share, the
seller shall be obligated to pay the Shareholders 50% of such excess. The
Shareholders agreed not to pledge, sell or otherwise transfer the Option
Shares at any time during the term of the Call Option except to the extent of
exercise of the Put Option. The obligation of CFH under the Put Option is
secured by funds in a segregated bank account.
Pursuant to the Option Agreement, each Shareholder granted CFH the right
to vote all Option Shares and to direct the exercise of all consensual or
other voting rights with respect to any additional shares of the Issuer's
capital stock as to which any Shareholder holds a proxy granted by a third
party, subject to any fiduciary duty owed to the grantor of any such proxy.
The Shareholders retain all other incidents of ownership with respect to the
Option Shares, including, but not limited to, the right to receive dividends.
The Option Agreement further provides that CFH shall vote or cause to be
voted shares of the Issuer's capital stock, including the Option Shares, to
maintain Messrs. Ginsburg and Sandler as directors of the Issuer. The
Shareholders agree to use their best efforts to provide CFH with the right to
designate four directors to the Issuer's board or such larger number as shall
then be sufficient to provide CFH with effective control of the board. As of
the date hereof, the board consisted of four members.
Concurrently, the Issuer entered into Executive Employment Agreements
with Messrs. Ginsburg and Sandler whereby Mr. Ginsburg is employed as
president and chairman of the board and Mr. Sandler is employed as an
executive vice president.
On or about May 14, 1993, the Issuer, Sandler Family Partners, and
Messrs. Ginsburg and Sandler entered into a Buy-Sell Agreement giving the
Issuer the right to buy all shares of its capital stock owned by Mr. Ginsburg
upon his death and all shares of its capital stock beneficially owned by Mr.
Sandler upon his death. In addition, the Issuer had a right of first refusal
to purchase any such stock desired to be sold by Mr. Ginsburg or Sandler
Family Partners. This right of first refusal was exercisable by either the
Issuer or the non-selling Shareholder. The parties to the Buy-Sell Agreement
have agreed that the purchase rights and obligations under the Option
Agreement shall supersede the purchase and right of first refusal provisions
contained in the Buy-Sell Agreement during the term of the Option Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Option Agreement dated December 4, 1997 (1)
Exhibit B Irrevocable Proxy and Power of Attorney dated December 4, 1997,
granted by Morris Ginsburg (1)
Exhibit C Irrevocable Proxy and Power of Attorney dated December 4, 1997,
granted by Sandler Family Partners, Ltd. (1)
Exhibit D Amendment to Buy Sell Agreement (1)
(1) Incorporated by reference from the Issuer's Form 8-K dated December 4,
1997.
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.
December 12, 1997 /s/ Irwin L. Sandler
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Date Signature
IRWIN L. SANDLER
Name/Title
<PAGE>
SANDLER FAMILY PARTNERS. LTD.
December 12, 1997 /s/ Irwin L.Sandler
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Date Signature
IRWIN L. SANDLER, GENERAL PARTNER
Name/Title
