-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vft+xXiehwVWB51WBCBZ60nmqdq5E/v4VzpzDbUS5qJPXqsNop/6s8Ax+NR7PABF fHc5SorX9YsqOqvpBDlpyA== 0000950134-96-006625.txt : 19961203 0000950134-96-006625.hdr.sgml : 19961203 ACCESSION NUMBER: 0000950134-96-006625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961202 SROS: NONE GROUP MEMBERS: CRAIG HALL GROUP MEMBERS: HALL FINANCIAL GROUP INC GROUP MEMBERS: HALL PHOENIX/INWOOD, LTD. GROUP MEMBERS: LARRY E. LEVEY GROUP MEMBERS: PHOENIX/INWOOD CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEARCH CAPITAL GROUP INC CENTRAL INDEX KEY: 0000318672 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 411356819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32463 FILM NUMBER: 96674803 BUSINESS ADDRESS: STREET 1: 700 N PEARL ST STE 400 STREET 2: PLZ OF THE AMERICAS NORTH TOWER CITY: DALLAS STATE: TX ZIP: 75201-7490 BUSINESS PHONE: 2149656000 MAIL ADDRESS: STREET 1: 700 N PEARL STE 400,NORH TOWER STREET 2: PLAZA OF THE AMERICAS CITY: DALLAS STATE: TX ZIP: 75201-7490 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH NATURAL RESOURCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALL FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000063436 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 751298736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 N. ST PAUL STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149531155 MAIL ADDRESS: STREET 1: 750 N. ST PAUL STREET 2: SUITE 200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: MAY PETROLEUM INC DATE OF NAME CHANGE: 19880823 FORMER COMPANY: FORMER CONFORMED NAME: MAY EXPLORATION VENTURES INC DATE OF NAME CHANGE: 19730301 SC 13D/A 1 AMENDMENT NO.4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4 )* SEARCH CAPITAL GROUP, INC. -------------------------- (NAME OF ISSUER) Common Stock ------------ (TITLE OF CLASS OF SECURITIES) 2812207-10-8 ------------------------------ (CUSIP NUMBER) Larry E. Levey, Hall Financial Group, Inc., 750 N. St. Paul, Suite 200, Dallas, TX 75201 Telephone: 214/953-1155 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) November 21, 1996 ------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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. * 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 in 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). 2 SCHEDULE 13D CUSIP NO. 812207-10-8 Page 1 of 5 Pages ------------------ ----- ------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HALL FINANCIAL GROUP, INC. 75-1298736 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 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 7. SOLE VOTING POWER SHARES -0- --------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- --------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- --------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO. 812207-10-8 Page 2 of 5 Pages ------------------- ------ ------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PHOENIX/INWOOD CORPORATION 75-2430745 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- --------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- --------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- --------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP NO. 812207-10-8 Page 3 of 5 Pages ------------------ ----- ------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HALL PHOENIX/INWOOD,LTD. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES -0- --------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- --------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- --------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 5 SCHEDULE 13D CUSIP NO. 812207-10-8 Page 4 of 5 Pages ------------------ ----- ------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CRAIG HALL ###-##-#### - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] - -------------------------------------------------------------------------------- 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 7. SOLE VOTING POWER SHARES -0- --------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- --------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -0- --------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 6 SCHEDULE 13D CUSIP NO. 812207-10-8 Page 5 of 5 Pages ------------------ ----- ------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LARRY E. LEVEY ###-##-#### - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [x] (B) [ ] - -------------------------------------------------------------------------------- 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 7. SOLE VOTING POWER SHARES 1,300 --------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 18,167 --------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 1,300 --------------------------------------------- PERSON WITH 10. SHARED DISPOSITIVE POWER 18,167 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,467 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4 - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 7 AMENDMENT NO. 4 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ITEM 1. SECURITY AND ISSUER This Amendment No. 4 to Schedule 13D relates to the $0.01 par value Common Stock of Search Capital Group, Inc. ("Search"), whose principal executive offices are located at 700 N. Pearl, Suite 400, L.B. 401, Dallas, Texas 75201- 2809. ITEM 2. IDENTITY AND BACKGROUND Item 2 is unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is unchanged. ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended by deleting the prior response in its entirety and substituting the following therefor: HFG, PIC and HPI initially acquired equity securities of Search primarily for investment. HPI subsequently exercised its right to designate two directors to Search's Board of Directors with a view toward influencing management of Search. Mr. Hall and Mr. Levey served as the designees of HPI on the Board of Directors of Search and, in such capacity, received warrants to purchase shares of the common stock of Search. The Reporting Persons have now disposed of all equity securities of Search (other than a nominal number of shares beneficially owned by Mr. Levey prior to his election as a director of Search), and Mr. Hall and Mr. Levey have resigned as directors of Search. None of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended by deleting the prior response in its entirety and substituting the following therefor: (a) HFG, PIC, HPI and Mr. Hall no longer beneficially own any equity securities of Search. Mr. Levey owns 1,300 shares of the Common Stock of Search and may be deemed to beneficially own 5,931 shares of the Common Stock and 6,118 shares of the Preferred Stock of Search held by his spouse. Based upon information obtained from Search, as of the date Amendment No. 4 to Schedule 13D 8 hereof Mr. Levey beneficially owns less than 0.1% of the Common Stock of Search. (b) Mr. Levey has the sole power to vote and dispose of 1,300 shares of the Common Stock of Search and shares with his spouse the right to vote and dispose of 5,931 shares of the Common Stock and 6,118 shares of the Preferred Stock of Search. (c) In connection with the resolution of certain disputes and litigation between Search and the Reporting Persons, on November 21, 1996, Search paid to the Reporting Persons the sum of $9,000,000 in exchange for all securities of Search owned jointly or severally by the Reporting Persons (other than a nominal number of shares beneficially owned by Mr. Levey) and the settlement and release of all claims between Search and the Reporting Persons. Such amount was paid by Search by delivery to HPI of $4,000,000 in cash and a subordinated promissory note for $5,000,000. Pursuant to such settlement, Mr. Hall and Mr. Levey resigned as directors of Search and the parties entered into a Standstill Agreement precluding the Reporting Persons from taking substantially any actions with respect to Search. (See, Item 6.) (d) Not applicable. (e) As of November 21, 1996, the Reporting Persons ceased to be the beneficial owners of more than 5% of any class of the equity securities of Search. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended by deleting the prior response in its entirety and substituting the following therefor: In connection with the resolution of certain disputes and litigation between Search and the Reporting Persons, on November 21, 1996, the Reporting Persons entered into a Standstill Agreement with Search pursuant to which the Reporting Persons have agreed that, for a period of five years, they will (i) refrain from substantially all actions directly or indirectly affecting or influencing the securities, management, control, business or assets of Search, (ii) not encourage, commence or participate in any legal proceedings against Search, and (iii) make no public statements regarding Search. In addition to specific performance and other remedies, during the term of the Standstill Agreement Search has the right to purchase for nominal consideration any securities of Search acquired by the Reporting Parties and the Reporting Persons must disgorge to Search any profits from the purchase and resale of any Search securities. Mr. Levey has also agreed to cause the Amendment No. 4 to Schedule 13D 9 disposition of all remaining shares of Search securities beneficially owned by him on or before November 29, 1996. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following document is added to the exhibits: (6) Standstill Agreement dated November 21, 1996, among Search Capital Group, Inc., Craig Hall, Larry Levey, Hall Financial Group, Inc., Phoenix/Inwood Corporation and Hall Phoenix/Inwood, Ltd. 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. Date: November 26, 1996 HALL FINANCIAL GROUP, INC. By: /s/ LARRY E. LEVEY ---------------------------------------- Larry E. Levey, Senior Vice President PHOENIX/INWOOD CORPORATION By: /s/ LARRY E. LEVEY ---------------------------------------- Larry E. Levey, Vice President HALL PHOENIX/INWOOD, LTD. By: PHOENIX/INWOOD CORPORATION By: /s/ LARRY E. LEVEY ---------------------------------------- Larry E. Levey, Vice President /s/ CRAIG HALL ---------------------------------------- Craig Hall /s/ LARRY E. LEVEY ---------------------------------------- Larry E. Levey Amendment No. 4 to Schedule 13D 10 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (6) Standstill Agreement dated November 21, 1996, among Search Capital Group, Inc., Craig Hall, Larry Levey, Hall Financial Group, Inc., Phoenix/Inwood Corporation and Hall Phoenix/Inwood, Ltd.
EX-99.(6) 2 STANDSTILL AGREEMENT 1 EXHIBIT 99(6) STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT ("Standstill Agreement") is made and entered into effective as of November 21, 1996 by and among SEARCH CAPITAL GROUP, INC., a Delaware corporation ("Search"), CRAIG HALL ("Hall"), LARRY LEVEY ("Levey"), HALL FINANCIAL GROUP, INC. ("HFG"), a Delaware corporation, PHOENIX/INWOOD CORPORATION ("PIC"), a Texas corporation, and HALL PHOENIX/INWOOD, LTD. ("HPI"), a Texas limited partnership. (Hall, Levey, HFG, PIC, and HPI are sometimes collectively referred to as the "Stockholders" and individually as a "Stockholder"). RECITALS WHEREAS, the Stockholders own, either jointly or severally, some or all of the "Stockholder Search Securities" (as defined below) WHEREAS, certain disputes have arisen between Search and the Stockholders and certain lawsuits have been filed regarding such disputes in both Delaware and Texas. WHEREAS, Search and the Stockholders have agreed to resolve such disputes and lawsuits as more fully set forth in that certain Compromise and Settlement Agreement dated November ___, 1996 ("Settlement Agreement") by and among Search and the Stockholders. WHEREAS, pursuant to the Settlement Agreement, Search and the Stockholders have agreed to enter into this Standstill Agreement on the terms and conditions below. NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants, payments of money or other consideration, and agreements set forth below, the receipt and sufficiency of which is hereby acknowledged and agreed to, the parties hereto agree as follows: 1. DEFINITIONS. Capitalized terms used in this Standstill Agreement shall have the meaning set forth in the Settlement Agreement except for the capitalized terms specifically set forth below: a. "Effective Date" means the date upon which this Agreement has been fully signed by all of the parties hereto as noted below under the parties' respective signatures. Search-Hall Standstill Agreement -1- 2 b. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and all rules promulgated thereunder as in effect on the Effective Date. c. "Group" has the same meaning as the term "group" set forth in Section 13(d)(3) of the Exchange Act. d. "Person" means any individual, firm, corporation, partnership or other entity, including without limitation, any "person" or "group" within the meaning of Section 13(d) under the Exchange Act. e. "Search Affiliate" means each "affiliate" or "associate" of Search (as such terms are defined in Rule 12b-2 under the Exchange Act as of the Effective Date), whether or not such Person is such an Affiliate as of the Effective Date, and each officer, director, employee, shareholder, consultant, agent, representative, successor and assign, of either Search or any Search Affiliate; excluding, however, the Stockholders and any Stockholder Affiliate. f. "Search Securities" means all common stock, preferred stock, options, warrants, notes, and debentures (whether senior or subordinated, secured or unsecured, convertible or nonconvertible), and any other securities, which have been issued prior to the Effective Date and/or which are issued during the Standstill Period, by Search or any member of the Search Group. g. "Standstill Period" means the period of time beginning with the Effective Date and ending on the earlier of (i) the fifth (5th) anniversary of the Effective Date or (ii) an Event of Default on the Subordinated Note. h. "Stockholder Affiliate" means each "affiliate" or "associate" of a Stockholder (as such terms are defined in Rule 12b-2 under the Exchange Act as of the Effective Date), whether or not such Person is such an Affiliate as of the Effective Date, and each officer, director, employee, shareholder, consultant, agent, representative, successor and assign, of either a Stockholder or any Stockholder Affiliate; excluding, however, Search and any Search Affiliate. i. "Stockholder Documents" means any and all agreements, contracts or other arrangements to which a Stockholder and/or a Stockholder Affiliate is a party along with Search and/or a Search Affiliate. Search-Hall Standstill Agreement -2- 3 j. "Stockholder Search Securities" means all Search Securities owned, possessed, or acquired by all of the Stockholders and/or any Stockholder Affiliate prior to the Effective Date. 2. STANDSTILL COVENANTS OF STOCKHOLDERS. During the Standstill Period, the Stockholders jointly and severally covenant that the Stockholders shall not, and the Stockholders shall cause each Stockholder Affiliate (and each such Affiliate's own affiliates and associates), not to: a. No Acquisition of Securities: acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, alone or in concert with any other Person, by purchase, exchange, gift or otherwise, any Search Securities or direct or indirect rights, warrants or options to acquire (through purchase, exchange, conversion or otherwise) any Search Securities, or any securities issued in connection with any merger, consolidation, sale of assets, combination or otherwise to which Search or any Search Affiliate is a party. b. No Proxy Solicitation: (i) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act, as in effect on the Effective Date) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Search or any Search Affiliate; or (ii) seek to advise or influence any Person with respect to the voting of any Search Securities, or (iii) initiate, propose or otherwise solicit Search Securities holders for the approval of one or more stockholders or other securities holders proposals or induce or attempt to induce any other Person to initiate any stockholder or other securities holder proposal. c. No Formation of a Group; No Influence: take any action, alone or in concert with any other Person, to (i) form, join or in any way participate in a Group with respect to any of the Search Securities; (ii) acquire or affect the control of Search or any Search Affiliate; (iii) control or influence the management, Board of Directors, policies or affairs of Search or any Search Affiliate; or (iv) participate in or encourage any Persons to take any action which is prohibited to be taken by the Stockholders or any Stockholder Affiliate pursuant to this Standstill Agreement. Search-Hall Standstill Agreement -3- 4 d. No Statements: except (i) with respect to the letter approved as part of the Settlement Agreement, and (ii) for Stockholder(s) referring people to Search or the press release mentioned in the Settlement Agreement, make any statement or proposal, whether written or oral, alone or in concert with any other Person, to the Board of Directors of Search or any Search Affiliate, to any director or officer of Search or any Search Affiliate, to any shareholder, noteholder, securities holder or creditor of Search or any Search Affiliate, or otherwise make any public announcement or proposal whatsoever with respect to Search or any Search Affiliate, including but not limited to a merger or other business combination, sale or transfer of assets, liquidation or other corporate transaction by Search or any Search Affiliate. e. No Shopping: alone, or in concert with any other Person, solicit, encourage, entertain or discuss with any Person, any proposal with respect to Search or any Search Affiliate, including but not limited to, a business combination or other transaction with, or a change of control of, Search or any Search Affiliate. f. No Tender Offers: make, solicit, encourage, discuss or participate in, alone or in concert with any other Person, a tender offer for or exchange for any Search Securities. g. No Asset Acquisition Offers: acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with other Person, by purchase, exchange or otherwise (i) all or a substantial portion of the assets, tangible and/or intangible, of Search and/or any Search Affiliate, or (ii) direct or indirect rights, warrants or options to acquire any assets of Search and/or any Search Affiliate. h. No Financing: arrange, or in any way participate in or encourage, directly or indirectly, alone or in concert with any other Person, any financing for the purchase, exchange, acquisition or transfer of any assets of Search or any Search Affiliate or any of the Search Securities. i. No Call of Meeting: alone or in concert with any other Person (i) call, or seek to call, any meeting of Search's shareholders, noteholders, securities holders and/or other creditors, or (ii) in connection with such meeting make any request to examine, copy or make extracts from any of Search's books, records, or list of shareholders. Search-Hall Standstill Agreement -4- 5 j. No Announcement: announce an intention to do, or enter into any agreement, arrangement or understanding with any other Person to do, any of the actions restricted or prohibited under this Section 2, including but not limited to (i) announcing a change in their intent, purpose, plans or proposals with respect to either Search, any Search Affiliate or any of the Search Securities; or (ii) proposing any amendment to or termination of any of the terms of the Settlement Agreement or any of the terms of any agreement contemplated by the Settlement Agreement, including but not limited to this Standstill Agreement, except for final Exchange Act Section 13(d) filings regarding the transfer of the Stockholder Search Securities by the Stockholders to Search. k. No Creditor Actions; Bankruptcy: alone, or in concert with any other Person, (i) communicate with any of Search's creditors regarding Search or any Search Affiliate; (ii) file, or initiate the filing of any bankruptcy petition against Search or any Search Affiliate; or (iii) take any other action which has a material negative effect on Search's financial condition. 3. COVENANT NOT TO SUE. During the Standstill Period, the Stockholders jointly and severally covenant that the Stockholders shall not, and the Stockholders shall cause each Stockholder Affiliate (and each such Affiliate's own affiliates and associates), not to, encourage, commence or participate in any action, lawsuit, or any other legal proceeding against Search or any Search Affiliates. 4. NO PUBLIC STATEMENTS. a. By Stockholders. During the Standstill Period, the Stockholders jointly and severally covenant that the Stockholders shall not, and the Stockholders shall cause each Stockholder Affiliate (and each such Affiliate's own affiliates and associates), not to, make any public statements about Search or any Search Affiliate. b. By Search. During the Standstill Period, Search covenants that Search shall not, and Search shall cause each Search Affiliate (and each such Affiliate's own affiliates and associates), not to, make any public statements about the Stockholders or any Stockholder Affiliate. 5. SPECIFIC PERFORMANCE. Search will be entitled to an injunction to prevent a breach of the provisions of the Standstill Agreement and to specific enforcement of its terms. The Stockholders consent, and shall cause the Stockholder Search-Hall Standstill Agreement -5- 6 Affiliates to consent, to personal jurisdiction in any action brought in the United States District Court for the Northern District of Texas or in any court of the State of Texas having subject matter jurisdiction and to service of process upon them. 6. NO ASSIGNMENT. The Stockholders represent and warrant that they have not sold, gifted or transferred in any other manner any Search Securities. 7. CHOICE OF LAW. Search and Stockholders agree that this Standstill Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 8. PARTIAL INVALIDITY. Should any of the parts, terms, clauses or provisions of this Standstill Agreement be declared or determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, clauses and provisions shall not be affected thereby and said invalid or illegal part, term, clause or provision shall be deemed not to be a part of the Standstill Agreement. 9. MERGER. This Standstill Agreement supersedes all previous negotiations, representations and discussions by the parties hereto concerning the subject matter hereof, and integrates the whole of all of their agreements and understanding concerning the subject matter hereof. No oral representations or undertakings concerning the subject matter hereof shall operate to amend, supersede, or replace any of the terms or conditions set forth in this Standstill Agreement. 10. AMENDMENT. This Standstill Agreement may only be amended in writing signed by authorized representatives of all the parties hereto. This Agreement cannot be changed or terminated orally. 11. BINDING ON SUCCESSORS. This Standstill Agreement shall be binding upon and shall inure to the benefit of the parties and their representatives, heirs, successors, and assigns. 12. ADDITIONAL REMEDIES. In addition to any other remedies available to Search at law or equity if this Standstill Agreement is breached by a Stockholder or Stockholder Affiliate, the parties hereto agree as follows: a. Transfer of Securities. If, at any time or from time to time during the Standstill Period, any Stockholder or Stockholder Affiliate violates Section 2.a of this Standstill Agreement, Search shall have the right to (i) purchase all Search Securities acquired and still held by any and all Stockholders and/or Stockholder Affiliates for Search-Hall Standstill Agreement -6- 7 the price of One Dollar ($1.00) and (ii) direct the Search's securities transfer agent to transfer all such Search Securities from the Stockholders and Stockholder Affiliates to Search. b. Disgorgement of Profits. If, at any time or from time to time during the Standstill Period, any Stockholder or Stockholder Affiliate violates Section 2.a of this Standstill Agreement and acquires and then resells, exchanges or otherwise transfers such Search Securities, Search shall have the right to force the Stockholders and/or Stockholder Affiliates to promptly pay to Search in cash an amount of money equal to the greater of (i) the amount of money or other consideration received by the Stockholders and/or Stockholder Affiliates upon any such resale, exchange or other transfer of such Search Securities, and (ii) the market value of the Search Securities. 13. NOTICES. All notices given with regard to this Standstill Agreement shall be given in accordance with the terms of Section 24 of the Settlement Agreement. 14. PERMITTED COMMUNICATIONS. Notwithstanding any of the foregoing, the Stockholders may (i) file any documents required by the Securities and Exchange Commission, provided that the content of any document(s) so filed does not violate any of the other terms and conditions of this Standstill Agreement; (ii) respond to any legal subpoena, after notice to Search immediately following service of such subpoena; and (iii) if so advised by counsel, the Stockholders may file the Settlement Documents with the Securities and Exchange Commission. IN WITNESS WHEREOF, the parties have executed this Standstill Agreement to be effective for all purposes as of the Effective Date. Executed to be effective as of the date above written. SEARCH CAPITAL GROUP, INC. ("Search") By: /s/ ROBERT D. IDZI ------------------------------------ Printed Name: Robert D. Idzi -------------------------- Title: Senior EVP & CPO --------------------------------- "STOCKHOLDERS" /s/ CRAIG HALL --------------------------------------- CRAIG HALL Search-Hall Standstill Agreement -7- 8 PHOENIX/INWOOD CORP. By: /s/ LARRY LEVEY ------------------------------------ Printed Name: Larry Levey -------------------------- Title: Vice President --------------------------------- HALL PHOENIX/INWOOD, LTD. By: PHOENIX/INWOOD CORP., GENERAL PARTNER By: /s/ LARRY LEVEY ------------------------------------ Printed Name: Larry Levey -------------------------- Title: Vice President --------------------------------- HALL FINANCIAL GROUP, INC. By: /s/ LARRY LEVEY ------------------------------------ Printed Name: Larry Levey -------------------------- Title: Vice President --------------------------------- /s/ LARRY LEVEY --------------------------------------- LARRY LEVEY Search-Hall Standstill Agreement -8- -----END PRIVACY-ENHANCED MESSAGE-----