0001104659-13-053507.txt : 20130708 0001104659-13-053507.hdr.sgml : 20130708 20130708162537 ACCESSION NUMBER: 0001104659-13-053507 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130708 DATE AS OF CHANGE: 20130708 GROUP MEMBERS: HOAK & CO. GROUP MEMBERS: HOAK FUND MANAGEMENT, L.P. GROUP MEMBERS: HOAK INCOME OPPORTUNITY FUND, L.P. GROUP MEMBERS: J. HALE HOAK GROUP MEMBERS: JAMES M. HOAK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PMC COMMERCIAL TRUST /TX CENTRAL INDEX KEY: 0000908311 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 756446078 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50769 FILM NUMBER: 13957713 BUSINESS ADDRESS: STREET 1: 17950 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 972-349-3200 MAIL ADDRESS: STREET 1: 17950 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75252 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hoak Public Equities, LP CENTRAL INDEX KEY: 0001360554 IRS NUMBER: 201356217 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 220 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-855-2290 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 220 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 a13-16286_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Amendment No. 1)

 

 

Under the Securities Exchange Act of 1934

PMC Commercial Trust

(Name of Issuer)

 

Common Stock, par value $.01

(Title of Class of Securities)

 

693434102

(CUSIP Number)

 

Hoak Public Equities, L.P.

3963 Maple Avenue, Suite 450

Dallas, Texas 75219

(214) 855-2284

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 8, 2013

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 



 

CUSIP No. 693434102

 

 

1

Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
Hoak Public Equities, L.P. (20-1356217)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

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)     o

 

 

6

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
511,000 shares

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
511,000 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
511,000 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

 

13

Percent of Class Represented by Amount in Row (11)
4.82%

 

 

14

Type of Reporting Person
PN

 

2



 

CUSIP No. 693434102

 

 

1

Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
Hoak Income Opportunity Fund, L.P. (45-2317672)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
20,000 shares

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
20,000 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,000 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

 

13

Percent of Class Represented by Amount in Row (11)
.19%

 

 

14

Type of Reporting Person
PN

 

3



 

CUSIP No. 693434102

 

 

1

Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
Hoak Fund Management, L.P. (20-1355992)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
531,000 shares

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
531,000 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
531,000 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

 

13

Percent of Class Represented by Amount in Row (11)
5.01%

 

 

14

Type of Reporting Person
PN

 

4



 

CUSIP No. 693434102

 

 

1

Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
Hoak & Co. (75-2574026)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
531,000 shares

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
531,000 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
531,000 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

 

13

Percent of Class Represented by Amount in Row (11)
5.01%

 

 

14

Type of Reporting Person
CO

 

5



 

CUSIP No. 693434102

 

 

1

Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
J. Hale Hoak

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
531,000 shares

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
531,000 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
531,000 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x

 

 

13

Percent of Class Represented by Amount in Row (11)
5.01%

 

 

14

Type of Reporting Person
IN

 

6



 

CUSIP No. 693434102

 

 

1

Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
James M. Hoak

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
46,357 shares

 

8

Shared Voting Power
577,357 shares

 

9

Sole Dispositive Power
46,357 shares

 

10

Shared Dispositive Power
577,357 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
577,357 shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.45%

 

 

14

Type of Reporting Person
IN

 

7



 

Item 1.              Security and Issuer.

 

This Schedule 13D relates to the common stock, $0.01 par value per share (“Common Stock”), of PMC Commercial Trust, a Texas real estate investment trust (the “Company”), and amends the original filing on Schedule 13D of the filing persons dated April 12, 2013.  Capitalized terms not otherwise defined herein shall have the respective meanings set forth in such original filing.

 

Item 4.          Purpose of Transaction.

 

On July 8, 2013, Hoak Public Equities (“HPE”) sent a letter to the Company’s CEO, as the representative of the Board of Trust Managers, indicating its opposition to the merger agreement between PMC Commercial Trust and CIM Urban REIT, LLC, announced by the Company on July 8, 2013.  HPE’s letter advises the Company that HPE will be likely be voting against the transaction in its current form and that, in HPE’s opinion, the total consideration, as proposed, significantly undervalues PMC shares.  HPE further advised of its belief that PMC and its shareholders would be better served by having the Company stay a stand-alone entity, run-off the existing portfolio, add new lines of business, and/or explore other merger or business combinations that result in a total consideration equal to, or in excess of, PMC’s most recently stated book value of more than $13/share.  HPE reserves its right to speak to other PMC shareholders or groups about making or participating in a competing proposal, to buy more shares, to sell some or all of its shares, or to take other actions consistent with its best interest as a holder of PMC shares.

 

Item 5.          Interest in Securities of the Issuer.

 

(a) As of July 8, 2013, the Reporting Persons as a group beneficially owned 577,357 shares of Common Stock, representing approximately 5.45% of the shares of Common Stock outstanding based upon the 10,596,220 shares of Common Stock reported by the Company to be outstanding as of May 1, 2013 in the Company’s Quarterly Report on Form 10-Q for its quarterly period ended March 31, 2013 filed with the Securities and Exchange Commission on May 10, 2013.

 

(b) J. Hale Hoak, together with HPE, HIOF, HFM, Hoak & Co. and James M. Hoak, has shared voting and dispositive power with respect to 531,000 shares of the Common Stock. James M. Hoak has the sole voting and dispositive power with respect to 46,357 shares of the Common Stock.

 

(c) Schedule A annexed hereto lists all transactions in the Company’s Common Stock in the last 60 days by the Reporting Persons.

 

8



 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Hoak Public Equities, L.P.

 

By Hoak Fund Management, L.P. (its general partner)

 

By James M. Hoak & Co. (its general partner)

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

 

President

 

Hoak Income Opportunity Fund, L.P.

 

By Hoak Fund Management, L.P. (its general partner)

 

By James M. Hoak & Co. (its general partner)

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

 

President

 

Hoak Fund Management, L.P.

 

By James M. Hoak & Co. (its general partner)

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

 

President

 

James M. Hoak & Co.

 

By:

/s/ J. Hale Hoak

 

 

J. Hale Hoak

 

 

President

 

/s/ James M. Hoak

 

James M. Hoak (individually)

 

/s/ J. Hale Hoak

 

J. Hale Hoak (individually)

 

 

 

Dated:  July 8, 2013

 

 

9



 

Schedule A

 

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Person within the last 60 days. All transactions were effectuated in the open market through a broker.

 

Date

 

Number of Shares
Purchased (Sold)

 

Price per
share

 

Aggregate Price
(1)

 

06/14/2013

 

25,000

 

$

8.36

 

$

209,112.50

 

06/17/2013

 

641

 

$

8.20

 

$

5,254.28

 

06/19/2013

 

5,238

 

$

8.24

 

$

43,167.93

 

06/20/2013

 

121

 

$

8.24

 

$

997.04

 

 


(1) Excludes commissions and other execution-related costs.

 

10