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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONSUMER PORTFOLIO SERVICES, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
210502 100
(CUSIP Number)
CHARLES E. BRADLEY, SR.
C/O STANWICH PARTNERS, INC.
62 SOUTHFIELD AVENUE
ONE STAMFORD LANDING
STAMFORD, CONNECTICUT 06902
(203) 325-0551
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 12, 2000
(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 |_|.
Page 1 of 6 Pages
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CUSIP No. 210502 100 13D Page 2 of 6 Pages
________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Stanwich Financial Services Corp. 05-0481357
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
oo (See Item 3, infra)
________________________________________________________________________________
5. Check 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
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 1,980,292
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 1,980,292
WITH _________________________________________________________________
10. Shared Dispositive Power
None
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,980,292
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
9.1%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
CO
________________________________________________________________________________
*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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AMENDMENT NO. 1
TO
SCHEDULE 13D
CUSIP NO. 210502100
CONSUMER PORTFOLIO SERVICES, INC. SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, no par
value (the "COMMON STOCK"), of Consumer Portfolio Services, Inc., a California
corporation (the "ISSUER"). The principal executive offices of Consumer
Portfolio Services, Inc. are located at 16355 Laguna Canyon Road, Irvine,
California 92618.
ITEM 2. IDENTITY AND BACKGROUND
Stanwich Financial Services Corp., a Rhode Island corporation (the
"REPORTING PERSON"), is filing this report. The Reporting Person's address is
c/o Stanwich Partners, Inc., One Stamford Landing, 62 Southfield Avenue,
Stamford, Connecticut 06902. The Reporting Person is engaged in the structured
settlement and investment businesses.
During the last five years the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and has not been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 17, 1998, the Reporting Person exchanged three convertible
promissory notes issued by the Issuer in the aggregate principal amount of
$4,000,000 for a single replacement convertible promissory note issued by the
Issuer in the amount of $4,000,000. This exchange, which constituted a
restructuring of the debt, was effected in connection with financing provided by
another lender. By such restructuring, the maturity of such debt was extended by
more than five years, the interest rate was reduced from 15% per annum to 12.5%
per annum, the indebtedness was subordinated and the conversion rate was changed
from a weighted average of $3.30 per share to $3.00 per share. This exchange
transaction increased by 121,688 the maximum number of shares issuable upon
conversion of the debt over the number reported in the Schedule 13D amended
hereby (the "ORIGINAL 13D"). An Amendment to Schedule 13D was not previously
filed by the Reporting Person with respect to this transaction because the
resulting increase in the beneficial ownership constituted less than 1% of the
Issuer's Common Stock.
Page 3 of 6 Pages
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On June 12, 2000, as additional consideration for a $1,500,000 loan to
the Issuer made by the Reporting Person on September 30, 1999, the Issuer issued
103,500 shares of Common Stock to the Reporting Person at a valuation of $1.93
per share, as approved by the Issuer's Board of Directors.
As a result of the transactions described in the two preceding
paragraphs, the Reporting Person's ownership of Common Stock increased by
225,188 shares. However, since the filing of the Original 13D, the Reporting
Person's beneficial ownership percentage has declined from 10.4% to 9.1%, as a
result of increases in the number of outstanding shares of Common Stock.
Notwithstanding such decrease in beneficial ownership percentage, the Reporting
Person is filing this Amendment for the avoidance of doubt as to its compliance
with the reporting requirements.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person has acquired Common Stock previously and acquired
the Common Stock included in this Statement for investment, and the loans
referred to in Item 3 were made to provide additional capital to the Issuer. The
Reporting Person may sell or buy Common Stock from time to time.
As of the date hereof, the Reporting Person has no plan or proposal which
relates to or would result in any of the actions enumerated in Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns or may be deemed to own an
aggregate of 1,980,292 shares of the Issuer's Common Stock (the "BENEFICIALLY
OWNED SHARES"). The Beneficially Owned Shares constitute 9.1% of the issued and
outstanding shares of Common Stock.
(b) Number of shares as to which the reporting person has:
(i) Sole power to vote or to direct the vote:
1,980,292
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole Power to dispose or to direct the disposition of:
1,980,292
(iv) Shared power to dispose or direct the disposition of:
None
Page 4 of 6 Pages
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The Beneficially Owned Shares include 1,333,333 shares that are not
currently outstanding, but that the Reporting Person has the right to acquire
currently through the exercise of the conversion rights described in Item 3,
above.
In addition, the Reporting Person 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 the reporting person on
June 12, 1997. The Reporting Person has the right to convert 20% of the
principal of the 1997 Convertible Notes into an aggregate of 252,949 shares 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 notes are
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.
Charles E. Bradley, Sr., who is the President, sole director and a
stockholder of the reporting person, is also the Chairman of the Board of the
Issuer. Charles E. Bradley, Jr., who is an officer and stockholder of the
reporting person, is the President and a director of the Issuer. Both Mr.
Bradley, Sr. and Mr. Bradley, Jr. beneficially own certain shares of the
Issuer's Common Stock, as set forth in Form 4s and Schedule 13Ds filed by them
with the Securities and Exchange Commission.
(c) No transactions in the Common Stock were effected in the past 60
days by the reporting person, except as described in this report.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The reporting person has pledged 543,459 shares of Common Stock, the
$4,000,000 Note and the 1997 Convertible Notes to secure the obligations of
others.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
Page 5 of 6 Pages
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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.
STANWICH FINANCIAL
SERVICES CORP.
August 22, 2000 By: /s/ Charles E. Bradley, Sr.
------------------------------
Charles E. Bradley, Sr.
President
Page 6 of 6 Pages
