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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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1999
(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 [x].
(Continued on following pages)
(Page 1 of 7 Pages)
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CUSIP No. 641142104 Page 2 of 7
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
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
United States of America
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 807,327 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
807,327 shares
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
807,327 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
7.2%
14. Type of Reporting Person
IN
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CUSIP No. 641142104 Page 3 of 7
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 [ ]
13. Percent of Class Represented by Amount in Row (11)
4.8%
14. Type of Reporting Person
OO
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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
312,327 shares of Common Stock (307,976 shares of Common Stock pursuant to the
conversion and 4,351 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.
On December 29, 1999, Gordon V. Smith purchased 495,000 shares of Common Stock
for $61,875 through a private transaction.
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 807,327 shares of Common Stock. The 807,327
shares do not, however, include
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shares owned by the Foundation. The 807,327 shares beneficially owned by Mr.
Smith represent approximately 7.2% 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 1,346,004
shares of Common Stock, which represent approximately 12.0% 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 11,260,323
shares of Common Stock outstanding (11,260,323 share of Common Stock reported to
be outstanding in the Issuers Form 10-QSB for the quarter ended September 30,
1999)
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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:
Gordon V. and Helen C. Smith
Foundation
/s/ Gordon V. Smith
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By: Gordon V. Smith, President
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/s/ Gordon V. Smith
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Gordon V. Smith
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