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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(Amendment No. __)*
JAYHAWK ACCEPTANCE CORPORATION
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
472097-10-4
(CUSIP Number)
Carl H. Westcott
100 Crescent Court
Suite 1620
Dallas, Texas 75201
(214) 777-5015
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Because of an acquisition on November 12, 1997, the filing person
became obligated to use Schedule 13D to amend information previously
disclosed on Schedule 13G
(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. [_]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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*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 the
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).
(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP NO. 472097-10-4 13D PAGE 2 OF 6 PAGES
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1 Name of reporting person Carl H. Westcott
IRS Identification No. of above person (entities only)
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2 Check the appropriate box if a member of a group* (a)
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(b) X
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3 SEC use only
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4 Source of funds* OO
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5 Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [_]
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6 Citizenship or place of organization United States
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Number of 7 Sole voting power 11,468,793
Shares
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Beneficially 8 Shared voting power 112,107
Owned
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By each Reporting 9 Sole dispositive power 11,468,793
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Person 10 Shared dispositive power 112,107
with
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11 Aggregate amount beneficially owned by each reporting
person 11,580,900
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12 Check box if the aggregate amount in row (11) excludes
certain shares* [_]
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13 Percent of class represented by amount in row (11) 41.7%
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14 Type of reporting person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
INTRODUCTION
The information contained in this statement is as of the date hereof, unless
otherwise expressly provided herein.
Carl H. Westcott is a director, the Chief Executive Officer and the principal
shareholder of Jayhawk Acceptance Corporation, a Texas corporation (the
"Company"), and his ownership position with respect to the Company has
heretofore been reported on Schedule 13G. Except as described in the
immediately succeeding sentence, Mr. Westcott has not purchased any shares of
the Company's common stock, $.01 par value per share ("Common Stock"), since the
Common Stock was registered under Section 12 of the Securities Exchange Act of
1934, as amended (the "Act"). On November 12, 1997 and in accordance with the
Company's plan of reorganization, as confirmed by the United States Bankruptcy
Court (the "Plan of Reorganization"), Mr. Westcott exchanged 50,000 shares of
Series A Preferred Stock of the Company's subsidiary, Jayhawk Medical Acceptance
Corporation (the "JMAC Preferred Stock"), for 3,855,555 shares (the "Exchange
Shares") of the Company's Common Stock. Simultaneously with such acquisition,
Mr. Westcott sold 300,000 shares of such stock to certain employees and
directors of the Company at $1.44 per share, the same price at which he acquired
such stock. Additionally, on February 4, 1998 Mr. Westcott gifted 18,800 shares
of Common Stock to each of ten donees.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share,
of Jayhawk Acceptance Corporation. The principal executive offices of
the Company are located at 2001 Bryan Tower, Suite 600, Dallas, Texas
75201.
Item 2. Identity and Background.
(a) Name:
This statement is filed on behalf of Carl H. Westcott.
(b) Address:
Carl H. Westcott
100 Crescent Court
Suite 1620
Dallas, Texas 75201
(c) Present principal occupation:
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Page 4 of 6 Pages
Carl H. Westcott is Chairman and Chief Executive Officer of the
Company. The principal executive offices of the Company are located at
2001 Bryan Tower, Suite 600, Dallas, Texas 75201.
(d) During the last five years, Mr. Westcott has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Westcott was not 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.
(f) Citizenship:
Mr. Westcott is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Westcott acquired all of his shares of Common Stock, other than
the Exchange Shares, prior to the Company's initial public offering
and prior to the Company becoming a reporting company under the
Exchange Act. The Exchange Shares were acquired by Mr. Westcott on
November 12, 1997 in accordance with the Company's Plan of
Reorganization in exchange for 50,000 shares of the JMAC Preferred
Stock.
Item 4. Purpose of Transaction.
See "Item 3" above.
As the beneficial owner of over 41% of the outstanding Common Stock,
Mr. Westcott may be deemed to control the Company.
Item 5. Interest in Securities of the Issuer.
Mr. Westcott owns beneficially, and has the sole power to vote and
dispose of, 11,468,793 shares, or 41.3%, of the outstanding Common
Stock. In addition, Mr Westcott, as the sole director and shareholder
of First Extended, Inc., has shared power to direct the vote and
disposition of the 112,107 shares of Common Stock owned by First
Extended, Inc. If Mr. Westcott is deemed to own beneficially the
112,107 shares of Common Stock owned by First Extended, Inc., he would
own beneficially 11,580,900 shares of Common Stock, representing 41.7%
of the
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Page 5 of 6 Pages
outstanding Common Stock. Mr. Westcott disclaims the existence of a
"group" with any person as contemplated by Rule 13d-5(b) of the Act.
First Extended, Inc. is a Delaware corporation of which Mr. Westcott
is the sole director and shareholder, and of which John D. Curtis, a
United States citizen, is the President. The address of First
Extended, Inc. and Mr. Curtis is 13455 Noel Road, Suite 900, Dallas,
Texas 75240. During the last five years, neither First Extended, Inc.
nor Mr. Curtis has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors). During the last five
years, neither First Extended, Inc. nor Mr. Curtis was 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.
First Extended, Inc., through its subsidiaries, is a provider of
claims administration services. First Extended, Inc. has not purchased
or sold any shares of Common Stock since the earlier of the Company's
initial public offering and the Company becoming a reporting company
under the Act.
The calculation of percentages of outstanding Common Stock set forth
herein is based upon 27,785,326 shares of Common Stock outstanding as
of November 12, 1997, as reported by the Company in its Form 10-Q for
the quarter ended September 30, 1996.
See "Introduction" above for information on transactions in the Common
Stock by Mr. Westcott that were effected during the past 60 days,
which information is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings, agreements or
relationships (legal or otherwise) between Mr. Westcott and any person
with respect to the securities of the Company.
Item 7. Materials to be filed as Exhibits.
None.
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Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 17, 1998
/s/ CARL H. WESTCOTT
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CARL H. WESTCOTT
