-----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, KxrIcHodDbxnlMXVqBGraksS/Xas00Fm4I143uC1aAkul7ZBU8oj5s9S4T9jv7HW ZotYhiAiWdbzk8W0jYLrcA== 0000902595-97-000011.txt : 19970114 0000902595-97-000011.hdr.sgml : 19970114 ACCESSION NUMBER: 0000902595-97-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970113 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US FACILITIES CORP CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37241 FILM NUMBER: 97504745 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DORCHESTER PARTNERS L P CENTRAL INDEX KEY: 0000946097 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954341963 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1999 AVE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102017795 MAIL ADDRESS: STREET 1: 1999 AVE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 U.S. Facilities Corp. (Name of Issuer) Common Stock (Title of Class and Securities) 911822104 (CUSIP Number of Class of Securities) Michael J. Halpern 1999 Avenue of the Stars, Suite 1950 Los Angeles, CA 90067 (310) 201-7795 Copy to: Kent V. Graham O'Melveny & Myers LLP 1999 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 (310) 246-6820 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 3, 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: [ ] Check the following box if a fee is being paid with this Statement: [ ] (1) NAME OF REPORTING PERSON Dorchester Partners, L.P. (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 ITEM 2(d) OR 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE : (7) SOLE VOTING POWER : -0- SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 385,800 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 385,800 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,800 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.55% (14) TYPE OF REPORTING PERSON PN (1) NAME OF REPORTING PERSON Dorchester Advisors, Inc. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS AF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA : (7) SOLE VOTING POWER : -0- SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 385,800 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 385,800 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,800 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.55% (14) TYPE OF REPORTING PERSON CO (1) NAME OF REPORTING PERSON Michael J. Halpern (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS AF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA : (7) SOLE VOTING POWER : 39,600 SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 425,400 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : 39,600 SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 425,400 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 425,400 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.22% (14) TYPE OF REPORTING PERSON IN This Amendment No. 1 to Schedule 13D, filed on behalf of Dorchester Partners, L.P., a Delaware limited partnership ("Partners"); Dorchester Advisors, Inc., a California corporation ("Advisors"); and Michael J. Halpern, an individual ("Halpern"), hereby amends the Schedule 13D filed on November 21, 1996 as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price (including commissions, if any) for the shares of Common Stock reported on this Amendment No. 1 to Schedule 13D as held by the Reporting Persons was $7,608,817. The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were purchased with working investment capital. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) is hereby amended to supply the following additional information: Following the date the Reporting Persons filed the Schedule 13D that this Amendment to Schedule 13D amends, they continued to purchase shares, as reflected in the table set forth in Item 5(c) herein. Consequently, as of the date hereof, Partners is the direct, beneficial owner of 385,800 shares of Common Stock, which constitutes 6.55% of the outstanding shares of Common Stock (based upon the number of shares that were reported to be outstanding by USF on September 30, 1996). Advisors does not directly own any Common Stock but, by virtue of its position as the general partner of Partners, may be deemed to own beneficially the shares of Common Stock held by Partners. The Managed Account is the direct, beneficial owner of 39,600 shares of Common Stock, which constitutes .67% of the outstanding shares of Common Stock. Halpern does not directly own any Common Stock, but, by virtue of his control over the investment and voting decisions of (i) Advisors (and therefore, Partners), and (ii) the Managed Account, Halpern may be deemed to own beneficially the shares of Common Stock held by Partners and the Managed Account. Therefore, Halpern is the indirect beneficial owner of 425,400 shares of Common Stock, which constitutes 7.22% of the outstanding shares of the Common Stock and represents the acquisition of more than 1% of the outstanding shares of Common Stock since the date of the filing of the Schedule 13D referenced above. Item 5(c) is hereby amended to supply the following additional information: The following table sets forth the transactions effected by Partners and the Managed Account from the date the Reporting Persons filed the Schedule 13D that this Amendment to Schedule 13D amends through the date hereof. Each of the transactions set forth below reflects a purchase effected by means of a stock exchange trade. The Price Per Share excludes commissions, if any. Buy or Price Per Number of Shares Entity Engaging Trade Date Sell Share Purchased or Sold in Transaction 11/22/96 B $19.1786 3,200 Partners 11/22/96 B 19.1786 300 Managed Account 11/25/96 B 19.2500 2,400 Partners 11/25/96 B 19.2500 100 Managed Account 11/27/96 B 18.8750 1,300 Partners 11/27/96 B 18.8750 200 Managed Account 12/03/96 B 19.4844 3,700 Partners 12/03/96 B 19.4844 300 Managed Account 12/06/96 B 19.2500 400 Partners 12/06/96 B 19.2500 100 Managed Account 12/09/96 B 19.2500 4,800 Partners 12/09/96 B 19.2500 200 Managed Account 12/10/96 B 19.6250 7,300 Partners 12/10/96 B 19.6250 700 Managed Account 12/11/96 B 19.6250 900 Partners 12/11/96 B 19.6250 100 Managed Account 12/11/96 B 19.2500 4,800 Partners 12/11/96 B 19.2500 200 Managed Account 12/12/96 B 19.7500 800 Partners 12/12/96 B 19.7500 200 Managed Account 12/13/96 B 19.2500 2,300 Partners 12/13/96 B 19.2500 200 Managed Account 12/20/96 B 18.2500 4,600 Partners 12/20/96 B 18.2500 400 Managed Account 12/23/96 B 18.9400 3,200 Partners 12/23/96 B 18.9400 300 Managed Account 12/27/96 B 19.5341 5,100 Partners 12/27/96 B 19.5341 400 Managed Account 01/03/97 B 18.9519 7,800 Managed Account 01/08/97 B 19.3750 2,500 Partners
SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 13, 1997 DORCHESTER ADVISORS, INC. By: __/s/ Michael J. Halpern__ Michael J. Halpern President DORCHESTER PARTNERS, L.P. By: Dorchester Advisors, Inc. General Partner By: __/s/ Michael J. Halpern__ Michael J. Halpern President __/s/ Michael J. Halpern__ MICHAEL J. HALPERN -----END PRIVACY-ENHANCED MESSAGE-----