SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
CROWN NORTHCORP, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
641142104
(CUSIP Number)
Gordon V. Smith
8716 Crider Brook Way
Potomac, MD 20854
with a copy to:
Stuart M. Ginsberg
Tucker, Flyer & Lewis
a professional corporation
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5612
(202) 452-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 9, 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 [ ].
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP No. 641142104 Page 2 of 9
13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gordon V. Smith
2. Check the appropriate box if a member of a group
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. Source of Funds
OO
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
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 349,688.8 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
349,688.8 shares
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
349,688.8 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13. Percent of Class Represented by Amount in Row (11)
3.4%
14. Type of Reporting Person
IN
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CUSIP No. 641142104 Page 3 of 9
13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gordon V. and Helen C. Smith Foundation
2. Check the appropriate box if a member of a group
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 538,677 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
538,677 shares
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
538,677 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13. Percent of Class Represented by Amount in Row (11)
5.2%
14. Type of Reporting Person
OO
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4
Item 1. Security and Issuer.
This Schedule 13D ("Schedule 13D") relates to the Common
Stock, par value $0.01 per share (the "Common Stock"), of Crown
Northcorp, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 1251
Dublin Road, Columbus, Ohio 43215.
Item 2. Identity and Background.
(a), (b), (c), (f) This statement is filed on behalf of The
Gordon V. and Helen C. Smith Foundation (the "Foundation") and
Mr. Gordon V. Smith, individually and as the president for the
Foundation (together, the "Reporting Persons"). The Foundation
is a foundation created for estate planning reasons. The mailing
address for the Foundation is c/o Miller and Smith Holding, Inc.,
1568 Spring Hill Road, McLean, Virginia 22102. Mr. Smith's
principal address is 8716 Crider Brook Way, Potomac, MD 20854.
(d), (e) During the last five years, neither the Foundation
nor Mr. Smith has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has
either been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction nor 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 July 22, 1996, the Foundation purchased 404,677 shares of
common stock for $303,508 through a private transaction.
On August 26, 1996, the Foundation purchased an additional
134,000 shares of Common Stock for $100,500 through a private
transaction.
On October 1, 1996, in connection with the sale of Eastern
Realty Corporation, in which Mr. Smith was a principle, to the
Issuer, Mr. Smith received (i) 112.61 shares of Series A
Convertible Preferred Stock, par value $0.01 per share (the
"Series A Preferred Stock") and (ii) a warrant to purchase
37,360.56 shares of the Common Stock (the "Warrant").
Pursuant to Section 9(c)(i) of the Certificate of
Designation for the Series A Preferred Stock, each share of
Series A Preferred Stock was subject to the mandatory conversion
into 1,244.75 shares of Common Stock at such time as the share
price attained a certain price threshold. On June 11, 1997, Mr.
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5
Smith received from the Issuer notice that this mandatory
conversion price was attained on June 9, 1997. Pursuant to such
conversion, Mr. Smith received 312,328.24 shares of Common Stock
(307,976.39 shares of Common Stock pursuant to the conversion and
4,351.85 shares of Common Stock representing accrued stock
dividends on the Series A Preferred Stock).
The Warrant received in connection with the sale of Eastern
Realty Corporation provides that Mr. Smith may purchase, at any
time and from time to time, until October 1, 1999, up to
37,360.56 fully paid and non-assessable shares of Common Stock at
a price of $0.75 per share. The number of shares of Common Stock
and the exercise price pursuant to the Warrant will be
automatically adjusted equitably and proportionately to reflect
any stock dividend, stock split, reverse stock dividend or
reverse stock split, or any recapitalization of the Issuer.
Item 4. Purpose of Transaction.
The shares of Common Stock beneficially owned by the
Reporting Persons were acquired by the Reporting Persons for
investment purposes. The Reporting Persons will continue to
evaluate their potential investment in the Issuer on the basis of
various factors, including the Issuer's business, financial
condition, results of operations and prospects; general economic
and industry conditions; the securities markets in general and
those for the Issuer's securities in particular; as well as the
Reporting Persons personal liquidity requirements and other
developments and investment opportunities. Based upon such
evaluation, the Reporting Persons will take such actions in the
future as the Reporting Persons may deem appropriate in light
of the circumstances existing from time to time. Depending on
market and other factors, the Reporting Persons may determine to
dispose of some or all of their investment or acquire additional
shares in the Issuer, either in open market or privately
negotiated transactions.
Item 5. Interest in Securities of the Issuer.
The Foundation beneficially owns 538,677 shares of Common
Stock. The 538,677 shares beneficially owned by the Foundation
represent approximately 5.2% of the outstanding Common Stock of
the Issuer. The Foundation and Mr. Smith have sole voting and
dispositive power with respect to such shares. The filing of
this statement by the Foundation shall not be construed as an
admission that it is, for the purposes of Section 13(d) or 13(g)
of the Exchange Act, the beneficial owner of any of the
securities owned by Mr. Smith.
Gordon V. Smith beneficially owns 349,688.80 shares of
Common Stock. The 349,688.80 shares do not, however, include
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6
shares owned by the Foundation. The 349,688.80 shares
beneficially owned by Mr. Smith represent approximately 3.4% of
the outstanding Common Stock of the Issuer. Gordon V. Smith has
sole voting and dispositive power with respect to such shares.
The filing of this statement by Gordon V. Smith shall not be
construed as an admission that he is, for the purposes of Section
13(d) or 13(g) of the Exchange Act, the beneficial owner of any
of the securities owned by the Foundation.
In the aggregate, Gordon V. Smith and the Foundation
beneficially own 888,365.8 shares of Common Stock, which
represent approximately 8.6% of the outstanding Common Stock of
the Issuer.<FN1>
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable
Item 7. Material to be Filed as Exhibits.
0.1 Consent to Joint Filing of Schedule 13D
<FN1> The percentages set forth in Item 5 are computed on the
basis of 10,382,109.56 shares of Common Stock outstanding
(10,344,749 share of Common Stock reported to be outstanding in
the Issuers Form 10-QSB for the quarter ended June 30, 1997 and
assuming the exercise of the Warrant by Mr. Smith).
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned hereby certifies that the
information set forth in this amendment is true, complete and
correct.
Dated: September 19, 1997
Gordon V. and Helen C. Smith
Foundation
/s/ Gordon V. Smith
By: Gordon V. Smith, President
/s/ Gordon V. Smith
Gordon V. Smith
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8
EXHIBIT INDEX
Exhibit Description Page
0.1 Consent to Joint Filing of Schedule 13D 9
CONSENT TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned consents and agrees to the filing of the
foregoing joint statement on Schedule 13D pursuant to Rule 13d-1(f)(2)
pertaining to the shares of the Common Stock of Crown Northcorp, Inc.
beneficially owned by them.
Date: September 18, 1997 /s/ Gordon V. Smith
Gordon V. Smith
Date: September 18, 1997 Gordon V. and Helen C. Smith Foundation
/s/ Gordon V. Smith
Gordon V. Smith, President
