MONACO FINANCE INC
4, 2000-12-22
AUTO DEALERS & GASOLINE STATIONS
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Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL
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Expires: December 31, 2001
[X] Check box if no longer subject to Section 16. Form 4 or Form 5 obligatios may continue. See instructions 1(b).
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hours per response. . . 0.5
1. Name and Address of Reporting Person*
Pacific Southwest Bank(1)
2. Issuer Name and Ticker or Trading Symbol
MONACO FINANCE, INC.   (MONFA)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
___ Director                    _X_ 10% Owner
___ Officer (give             ___ Other (specify
                  title below)                     below)


(Last)             (First)            (Middle)

2740 N. Dallas Parkway, Suite 200
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

74-2520389
4. Statement for Month/Year
December 2000
(Street)

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   162,321(2) D   0 (2) (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   2,347,587 (3) D (4) (4) Class A Common Stock 939,035   0 (3) (3)
Explanation of Responses:
(1)    Designated Filer. See attached Supplement A for group beneficial owners.
(2)   
Prior to the Transaction Date, 162,321 shares of Class A Common Stock were directly owned by First CF Corp., which is a wholly owned subsidiary of Pacific Southwest Bank, which is a wholly owned subsidiary of Pacific Financial Group, Inc.
(3)   
Prior to the Transaction Date, 2,347,587 shares of 8% Cumulative Convertible Preferred Stock, Series 1998-1, were directly owned by First CF Corp., which is a wholly owned subsidiary of Pacific Southwest Bank, which is a wholly owned subsidiary of Pacific Financial Group, Inc.
(4)    See attached Supplement B.
J    See attached Supplement B for explanation of the transaction.
*    See attached signature page for remainder of group beneficial owners.
**    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/ Bobby Hashaway, Chief Financial 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
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Page 2


 

Supplement A to Form 4

Form 4 Statement, December 2000

Name of Reporting Person

Pacific Southwest Bank

Name of Issuer

Monaco Finance, Inc. (MONFA)



PACIFIC FINANCIAL GROUP
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Tax ID No.: 51-0350769


PACIFIC SOUTHWEST BANK
2740 N. Dallas Parkway, Suite 200
Plano, Texas 75093
Tax ID No.: 74-2520389


FIRST CF CORP.
2740 N. Dallas Parkway, Suite 200
Plano, Texas 75093
Tax ID No.: 75-2672933



Supplement B to Form 4

Form 4 Statement, December 2000

Name of Reporting Person

Pacific Southwest Bank

Name of Issuer

Monaco Finance, Inc. (MONFA)



      Pacific USA Holdings Corp. ("Pacific"), Consumer Finance Holdings, Inc. ("Consumer Finance"), 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.

      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, 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 Finance. As a result of these dividends and contribution, 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.



ADDITIONAL SIGNATURES TO FORM 4

Form 4 Statement, December 2000

Name of Reporting Person

Pacific Southwest Bank

Name of Issuer

Monaco Finance, Inc. (MONFA)



Dated: December 22, 2000

PACIFIC FINANCIAL GROUP, INC.

By: ___________________________________
      Michael K. McCraw, President

PACIFIC SOUTHWEST BANK

By: ___________________________________
      Bobby Hashaway, Chief Financial Officer

FIRST CF CORP.

By: ___________________________________
      Bobby Hashaway, President 


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