-----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, Bs8TspVEMjFKHk8X+6RsidUF61Qz9APOf7ZSClP2OKmskRIz8sULef8aKZ4Pvhyq dAVi4fqzty9QJQrt1DhAMg== 0000902595-96-000126.txt : 19961122 0000902595-96-000126.hdr.sgml : 19961122 ACCESSION NUMBER: 0000902595-96-000126 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961121 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: 96670373 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 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) November 12, 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 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 : 335,700 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 335,700 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,700 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) 5.61% (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 : 335,700 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 335,700 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,700 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) 5.61% (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 : 27,900 SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 363,600 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : 27,900 SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 363,600 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 363,600 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) 6.07% (14) TYPE OF REPORTING PERSON IN ITEM 1. SECURITY AND ISSUER The equity securities to which this statement relates are Common Stock, par value $.01 per share (the "Common Stock") of U.S. Facilities Corp. ("USF"), a Delaware corporation with its principal executive offices at 650 Town Center Drive, Suite 1600, Costa Mesa, CA 92626. At September 30, 1996, USF had outstanding 5.987,500 shares of Common Stock, according to information provided to the Reporting Persons (as defined below) by USF on September 30, 1996. ITEM 2. IDENTITY AND BACKGROUND (A) This statement is filed by (i) Dorchester Partners, L.P., a Delaware limited partnership ("Partners"), (ii) Dorchester Advisors, Inc., a California Corporation ("Advisors"), and (iii) Michael J. Halpern, an individual ("Halpern"), (collectively the "Reporting Persons"). Partners is a private investment partnership engaging in the purchase and sale of securities for investment for its own account. Advisors is the sole general partner of Partners. Halpern is the sole stockholder, officer and director of Advisors. Halpern is in a position to determine the investment and voting decisions made by Advisors and, consequently, by Partners. In addition, Halpern is the sole stockholder, officer and director of Granamex Capital, Inc., a California corporation, which, through an investment advisory contract with Dorchester Offshore Fund, Inc., a Cayman Islands corporation (the "Managed Account"), controls the investment and voting decisions with respect to the shares of USF owned by the Managed Account. Therefore, Halpern is the beneficial owner of the shares acquired by Partners and the Managed Account, and the Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 with respect to the shares acquired by Partners and the Managed Account. (B) The business address of each of Partners, Advisors and Halpern is: 1999 Avenue of the Stars, Suite 1950 Los Angeles, California 90067 (C) The present principal occupation or employment of each of the Reporting Persons is as follows: Partners: private investment partnership Advisors: general partner of Partners Halpern: Chief Executive Officer, Chief Financial Officer, and Secretary of Advisors (D) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) During the last five years, none of the Reporting Persons has been a party in a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in its or his being 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) Halpern is a citizen of the United States of America. 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 Schedule 13D as held by the Reporting Persons was $6,421,658. The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were purchased with working investment capital. ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock reported herein were acquired for investment purposes. Depending upon the Reporting Persons' continuing evaluation of USF's business and prospects, alternative investment opportunities and any other factors the Reporting Persons deem relevant, the Reporting Persons may, from time to time, purchase additional shares of Common Stock on the open market or in privately negotiated transactions or otherwise. The Reporting Persons have no present intention of selling any shares of Common Stock, but reserve the right to do so, in whole or in part, at any time, in open-market transactions, privately negotiated transactions or otherwise. The Reporting Persons have no plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. However, as a part of their ongoing review of investment alternatives, the Reporting Persons have not excluded the possibility of considering such matters in the future. The Reporting Persons may also seek to have discussions with management of USF and may make suggestions and/or recommendations to management of USF with respect to the business of USF. The Reporting Persons may, at any time and from time to time, review or reconsider their position with respect to USF, and formulate plans or proposals with respect to any of such matters. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (A) As of the date hereof, Partners is the direct, beneficial owner of 335,700 shares of Common Stock, which constitutes 5.61% 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 27,900 shares of Common Stock, which constitutes .47% 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 363,600 shares of Common Stock, which constitutes 6.07% of the outstanding shares of the Common Stock. (B) Partners, Advisors and Halpern may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock held by Partners. Halpern may be deemed to have sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock held by the Managed Account. (C) The following table sets forth the transactions effected by Partners and the Managed Account during the past sixty days. 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 Trad Date Sell Share Purchased or Sold in Transaction 10/02/96 B $19.175 9600 Partners 10/02/96 B 19.175 400 Managed Account 10/03/96 B 19.800 5000 Managed Account 10/04/96 B 19.757 5300 Managed Account 11/01/96 B 17.500 300 Managed Account 11/01/96 B 17.500 4700 Partners 11/05/96 B 17.875 200 Managed Account 11/05/96 B 17.875 2300 Partners 11/06/96 B 18.250 200 Managed Account 11/06/96 B 18.250 2300 Partners 11/11/96 B 17.563 700 Managed Account 11/11/96 B 17.563 9300 Partners 11/12/96 B 17.375 3100 Managed Account 11/12/96 B 17.375 36900 Partners 11/13/96 B 17.375 1200 Managed Account 11/13/96 B 17.375 13800 Partners 11/15/96 B 17.969 1500 Managed Account 11/15/96 B 17.969 18500 Partners 11/19/96 B 18.500 200 Managed Account 11/19/96 B 18.500 2800 Partners
(D) The Managed Account has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of USF owned by the Managed Account. To the best of Reporting Person's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of USF that the Reporting Persons may be deemed to own beneficially. (E) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER NONE. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. JOINT ACQUISITION STATEMENT. 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: November 21, 1996 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 EXHIBIT INDEX Exhibit No. Description Page 1. Joint Acquisition Statement 11 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(F)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: November 21, 1996 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-----