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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. 3)*
Consumer Portfolio Services, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
210502 100
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(CUSIP Number)
Charles E. Bradley, Sr.; c/o Stanwich Partners, Inc., 62 Southfield Avenue,
One Stamford Landing, Stamford, Connecticut 06902; (203) 325-0551
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 3, 1999
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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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
Page 1 of 7
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SCHEDULE 13D
AMENDMENT No. 3
CUSIP No. 210502100 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles E. Bradley, Sr.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO (See Item 3, infra)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
4,893,330
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
50,832
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,893,330
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
50,832
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,151,652
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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)
30.3%
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14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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ITEM 1. SECURITY AND ISSUER.
This filing relates to the common stock (the "COMMON STOCK") of
the following issuer (the "Issuer"):
Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, California 92618
The Issuer is a California corporation.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of person filing this statement:
The name of the person filing this report is Charles E.
Bradley, Sr. (the "REPORTING PERSON").
(b) Business address:
c/o Stanwich Partners, Inc.
62 Southfield Avenue
One Stamford Landing
Stamford, CT 06902
(c) Present principal occupation:
President of Stanwich Partners, Inc., an investment firm
which acquires controlling interests in companies in
conjunction with the existing operating management of such
companies.
(d) Not applicable.
(e) Not applicable.
(f) Citizenship - United States of America.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In September 1998 the reporting person filed Amendment No.2 to
Schedule 13D (the "SECOND AMENDMENT") with respect to his beneficial
ownership of the Common Stock of the Issuer. His actual or potentially
deemed beneficial ownership of such Common Stock has increased from
that reported in the Second Amendment as a result of (1) his purchase
of 321,890 shares of the Issuer's Common Stock at a price of $3.3125
per share in a private transaction on March 3, 1999 and (2) the
restructuring of certain convertible notes issued by the Issuer and
held by Stanwich Financial Services Corp. ("SFSC"), as described in the
next paragraph. The reporting person is the President, sole director
and a stockholder of SFSC. Because of these relationships, for purposes
of Regulation 13D of the Securities and Exchange Commission
("REGULATION 13D"), he may be deemed to be the beneficial owner of the
shares of the Issuer's Common Stock beneficially owned by SFSC. For his
purchase of shares described above, the reporting person paid the
purchase price by cancelling $1,066,261 of the seller's indebtedness to
him.
On November 17, 1998 the Issuer issued a $4,000,000 Convertible
Note to SFSC (the "1998 NOTE"). The 1998 Note replaced three other
convertible notes from the Issuer in the aggregate principal amount of
$4,000,000 pursuant to a restructuring of such indebtedness, which
extended the maturity date by more than five years to June 1, 2004,
reduced the interest rate from 15% to 12.5% per annum, subordinated the
indebtedness to "Senior Debt" and changed the conversion rate from a
weighted average of $3.30 per share to $3.00 per share. The entire
principal of the 1998 Note is convertible into an aggregate of
1,333,333 shares of the Issuer's Common Stock at any time prior to June
2, 2004. This restructuring resulted in an increase of 121,688 in the
number of shares into which this indebtedness is convertible.
ITEM 4. PURPOSE OF THE TRANSACTION.
The transactions referred to in Item 3, above, were all made for
investment purposes.
None of subparts (a) through (j) of Item 4 is applicable, except
that, with respect to subpart (a), shares of the Issuer's Common Stock
will be issuable to SFSC if it exercises the conversion rights
described in Item 3, above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The reporting person beneficially owns or may be deemed to
own an aggregate of 5,151,652 shares of the Issuer's Common Stock (the
"BENEFICIALLY OWNED SHARES"). The Beneficially Owned Shares constitute
30.3% of the issued and outstanding shares of such Common Stock.
(b) Number of shares as to which the reporting person has:
(i) sole power to vote or to direct
the vote: 4,893,330
(ii) shared power to vote or to direct
the vote: 50,832
(iii) sole power to dispose or to direct
the disposition of: 4,893,330
(iv) shared power to dispose or direct
the disposition of: 50,832
Of the Beneficially Owned Shares, 207,490 shares are owned by
the reporting person's spouse. He has no voting or dispositive power as
to these shares. The Beneficially Owned Shares include 543,459 shares
that are owned by SFSC and 1,333,333 shares are not currently
outstanding, but that SFSC has the right to acquire currently through
the exercise of the conversion rights described in Item 3, above. The
Beneficially Owned Shares also include 50,832 shares that are owned by
Stanwich Partners, Inc. ("SPI"). As noted above, the reporting person
is the President, the sole director and a stockholder of SFSC. The
reporting person is the President and the owner of a majority of the
outstanding shares of the voting stock of SPI. Because of these
relationships, for purposes of Regulation 13D, the reporting person may
be deemed to be the beneficial owner of the shares of Common Stock
beneficially owned by SFSC and SPI.
As previously reported, on August 7, 1996 the reporting person
granted an option to Charles E. Bradley, Jr., his son and the President
of the Issuer, to purchase 600,000 of the reporting person's
Beneficially Owned Shares for a price of $5.44 per share. This option
is currently exercisable and expires on December 31, 1999.
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In addition, SFSC is the holder of seven partially convertible
subordinated notes (the "1997 CONVERTIBLE NOTES") in the aggregate
principal amount of $15,000,000 issued by the Issuer to SFSC as of June
12, 1997. The $15,000,000 of principal indebtedness evidenced by the
1997 Convertible Notes was previously evidenced by three notes (each in
the amount of $5,000,000), which subsequently was broken down into the
seven notes referred to in the preceding sentence. SFSC has the right
to convert an aggregate of $3,000,000 of the principal of the 1997
Convertible Notes into 252,949 of Common Stock (a conversion price of
$11.86 per share) on June 12, 2004 (the maturity date of such notes)
or, if earlier, the date on which such note is prepaid. The shares
subject to the conversion rights under the 1997 Convertible Notes are
not included in the Beneficially Owned Shares because such rights are
not exercisable within 60 days of the date of this report.
On September 25, 1998, in consideration of a loan made to it,
SFSC granted to the lender the option to buy 20,000 shares of the
Issuer's Common Stock owned by SFSC at a price of $3.00 per share. This
option is exercisable until September 25, 2000.
(c) No transactions in the Common Stock were effected in the
past 60 days by the reporting person, except as described in this
filing.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
A total of 3,606,229 of the Beneficially Owned Shares and
$11,000,000 principal amount of the 1997 Convertible Notes have been
pledged to secure certain obligations of the reporting person and of
other corporations in which the reporting person has an interest. No
default has occurred under any of the governing pledge agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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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.
March 9, 1999 /s/ Charles E. Bradley, Sr.
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Name: Charles E. Bradley, Sr.
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