|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP |
|
|
| OMB Number: 3235-0287 | |||
| Expires: December 31, 2001 | |||
| [ ] | Check
box if no longer subject to Section 16. Form 4 or Form 5 obligatios may
continue. See instructions 1(b). |
Estimated
average burden hours per response. . . 0.5 |
|
| 1.
Name and Address of Reporting Person* Pacific USA Holdings Corp. (1) |
2.
Issuer Name and Ticker or Trading Symbol MONACO FINANCE, INC. |
6. Relationship of
Reporting Person(s) to Issuer |
|
|
2740 North Dallas Parkway, Suite 200 |
3.
I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 74-2255876 |
4.
Statement for Month/Year December 2000 |
|
Plano, Texas 75093 |
5.
If Amendment, Date of Original (Month/Year) |
7.
Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person |
|
| (City) (State) (Zip) | Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||
|
1. Title of Security (Instr. 3) |
2. Transaction Date (Month/Day/Year) |
3. Transaction Code (Instr. 8) |
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) |
6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr. 4) |
|||
| Code | V | Amount |
(A) or (D) |
Price | |||||
| Class A Common Stock | 11/08/2000 | J(4) | (4) | (4) | (4) | 1,567,863 | I | (2) | |
| Class A Common Stock | 12/14/2000 | J(5) | 83,000(5) | A | $20(5) | 1,567,863 | I | (2) | |
|
Reminder: Report on a separate
line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v). |
||
|
|
Potential persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB control
number. |
(Over) SEC 1474 (3-99) |
|
FORM 4 (continued) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
|
1.Title of Derivative Security (Instr.3) |
2. Conversion or Exercise Price of Derivative Security |
3. Transaction Date (Month/ Day/ Year) |
4. Transaction
Code (Instr. 8) |
5. Number
of Derivative Securities Acquired (A) or Disposed of(D) (Instr. 3, 4 and 5) |
6. Date
Exercisable and Expiration Date (Month/Day/Year) |
7. Title
and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9.Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
|||||||
| 8% Cumulative Convertible Preferred Stock, Series 1998-1 | 11/08/2000 | J(4) | (4) | (4) | (4) | (4) | Class A Common Stock | 939,035 | 2,347,587 | I | (3) | |||
| Explanation of Responses: |
| (1) | Designated Filer. See attached Supplement A for group beneficial owners. |
| (2) |
1,567,863 shares of Class A Common Stock are directly owned by Consumer Finance Holdings, Inc., which is a wholly owned subsidiary of Pacific USA Holdings Corp., which is a wholly owned subsidiary of Pacific Electric Wire & Cable Co., Ltd. |
| (3) |
2,347,587 shares of 8% Cumulative Convertible Preferred Stock, Series 1998-1, are directly owned by Consumer Finance Holdings, Inc., which is a wholly owned subsidiary of Pacific USA Holdings Corp., which is a wholly owned subsidiary of Pacific Electric Wire & Cable Co., Ltd. |
| (4) | See attached Supplement B for explanation of transaction. |
|
(5) |
See attached Supplement C for explanation of transaction. |
| J | See attached Supplements B and C for explanation of transactions. |
| * | See attached signature page for explanation of transaction. |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. |
| See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
/s/ Bill C. Bradley, Chief Executive Officer*
**Signature of Reporting Person |
12/22/2000
Date |
| Note: | File three
copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
||
|
Potential persons who are to respond
to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Page 2 |
|
Supplement A to Form 4
|
|
|
Form 4 Statement, December 2000
Name of Reporting Person Pacific USA Holdings Corp. |
Name of Issuer
Monaco Finance, Inc. (MONFA) |
|
PACIFIC ELECTRIC WIRE & CABLE CO., LTD. 4th Floor, 285 Chung Hsiao East Road, Section 4 Taipei, Taiwan, Republic of China Tax ID No.: N/A - Foreign Corporation PACIFIC USA HOLDINGS CORP. 2740 North Dallas Parkway, Suite 200 Plano, Texas 75093 Tax ID No.: 75-2255876 CONSUMER FINANCE HOLDINGS, INC. 2740 North Dallas Parkway, Suite 200 Plano, Texas 75093 Tax ID No.: 75-2704763 |
|
Supplement B to Form 4
|
|
|
Form 4 Statement, December 2000
Name of Reporting Person Pacific USA Holdings Corp. |
Name of Issuer
Monaco Finance, Inc. (MONFA) |
|
Pacific USA Holdings Corp. ("Pacific"), Consumer Finance Holdings, Inc. ("Consumer"), Pacific Financial Group, Inc. ("Pacific Financial"), Pacific Southwest Bank ("PSB"), and First CF Corp. ("First CF") are referred to below in this Supplement B to Form 4 as Pacific, Consumer, Pacific Financial, PSB, and First CF. First CF is a wholly owned subsidiary of PSB, which is a wholly owned subsidiary of Pacific Financial, which is a wholly owned subsidiary of Pacific. Consumer is also a wholly owned subsidiary of Pacific. Prior to November 8, 2000, Consumer directly owned 1,322,632 shares of Class A Common Stock of the Issuer ("Common Stock"). On November 8, 2000, First CF dividended 162,231 shares of Class A Common Stock and 2,347,587 shares of 8% Cumulative Convertible Preferred Stock, Series 1998-1 ("Convertible Stock"), each 2.5 shares of which are convertible into one share of Class A Common Stock at any time, to Pacific Financial, which subsequently dividended those shares to Pacific USA, which then contributed those shares to Consumer. As a result of these dividends and contribution, Consumer directly owned 1,484,863 shares of Common Stock and 2,347,587 shares of Convertible Stock, 2.5 shares of which are convertible into one share of Common Stock. Moreover, First CF, PSB, and Pacific Financial are no longer beneficial owners of any class of securities of Issuer and will no longer be Reporting Persons unless one later becomes a beneficial holder of more than 5% of a class of securities of Issuer. |
|
Supplement C to Form 4
|
|
|
Form 4 Statement, December 2000
Name of Reporting Person Pacific USA Holdings Corp. |
Name of Issuer
Monaco Finance, Inc. (MONFA) |
|
By letters dated December 4, 2000, Morris Ginsburg ("Ginsburg") exercised his option to "put" to Consumer Finance Holdings, Inc. ("Consumer") 58,000 shares of Class B Common Stock of Issuer for the consideration of $1,160,000 and the Sandler Family Partners, Ltd. ("Sandler") exercised its option to "put" to Consumer 25,000 shares of Class B Common Stock of Issuer for the consideration of $500,000, for an aggregate of 83,000 shares of Class B Common Stock of Issuer in consideration of $1,660,000, pursuant to the terms of the Option Agreement effective as of December 4, 1997 made and entered into by and among Consumer, Ginsburg and Sandler (the "Option Agreement"). Consumer subsequently converted the shares of Class B Common Stock into shares of Class A Common Stock. The source of funds for this transaction, which were paid on December 14, 2000 was working capital of Consumer which had previously been deposited into an escrow account established pursuant to the Option Agreement. |
|
ADDITIONAL SIGNATURES TO FORM 4
|
|
|
Form 4 Statement, December 2000
Name of Reporting Person Pacific USA Holdings Corp. |
Name of Issuer
Monaco Finance, Inc. (MONFA) |
|
Dated: December 22, 2000
PACIFIC ELECTRIC WIRE & CABLE CO., LTD. By: ___________________________________ Tung Ching-yun, Vice President CONSUMER FINANCE HOLDINGS, INC. By: ___________________________________ Bill C. Bradley, Chief Executive Officer |
|
|