- Statement of Beneficial Ownership (SC 13D)
February 27 2009 - 4:51PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE
13D
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(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
(Name of Issuer)
Common
Stock, par value $.01 per share
(Title of Class of Securities)
(CUSIP Number)
Timothy S.
Durham
111
Monument Circle
Suite 3680
Indianapolis,
Indiana 46204-2415
(317)237-4055
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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
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 (the “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).
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CUSIP
No.
150925204
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1
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Names of Reporting Persons
Timothy S. Durham
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds
OO
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6
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Citizenship
or Place of Organization
United States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole
Voting Power
1,505,394
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8
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Shared
Voting Power
1,969,077
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9
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Sole
Dispositive Power
1,505,394
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10
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Shared
Dispositive Power
1,969,077
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,474,471
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent
of Class Represented by Amount in Row (11)
14.7%*
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14
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Type of Reporting Person
IN
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*
Based
on 23,649,282 shares of common stock of CLST Holdings, Inc. outstanding as of
February 17, 2009.
2
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CUSIP
No.
150925204
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1
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Names of Reporting Persons
DC Investments, LLC
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds
OO
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6
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Citizenship
or Place of Organization
United States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole
Voting Power
0
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8
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Shared
Voting Power
1,969,077
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9
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Sole
Dispositive Power
0
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10
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Shared
Dispositive Power
1,969,077
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,969,077
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent
of Class Represented by Amount in Row (11)
8.3%*
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14
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Type of Reporting Person
OO
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*
Based on 23,649,282 shares of common stock of
CLST Holdings, Inc. outstanding as of February 17, 2009.
3
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CUSIP
No.
150925204
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1
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Names of Reporting Persons
Fair Holdings, Inc.
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds
OO
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6
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Citizenship
or Place of Organization
United States
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole
Voting Power
0
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8
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Shared
Voting Power
1,969,077
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9
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Sole
Dispositive Power
0
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10
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Shared
Dispositive Power
1,969,077
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,969,077
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent
of Class Represented by Amount in Row (11)
8.3%*
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14
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Type of Reporting Person
CO
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*
Based
on 23,649,282 shares of common stock of CLST Holdings, Inc. outstanding as of
February 17, 2009.
4
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CUSIP
No.
150925204
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1
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Names of Reporting Persons
Fair Finance Company
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2
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Check
the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds
OO
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6
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Citizenship
or Place of Organization
Ohio
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole
Voting Power
0
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8
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Shared
Voting Power
1,969,077
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9
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Sole
Dispositive Power
0
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10
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Shared
Dispositive Power
1,969,077
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,969,077
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent
of Class Represented by Amount in Row (11)
8.3%*
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14
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Type of Reporting Person
CO
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*
Based
on 23,649,282 shares of common stock of CLST Holdings, Inc. outstanding as of
February 17, 2009.
5
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Item
1.
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Security
and Issuer.
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This
statement on Schedule 13D relates to the shares of common stock, $.01 par
value (the “Common Stock”), of CLST Holdings, Inc., a Delaware Corporation
(the “Issuer” or “Company”), with its principal offices at 15950 N. Dallas
Parkway, Tower II, Suite 400, Dallas, Texas 75248.
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Item
2.
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Identity
and Background.
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(a),
(b), (c) and (f)
The
persons filing this statement are Timothy S. Durham (“Durham”), DC
Investments, LLC, an Indiana limited liability company (“DC Investments”),
Fair Holdings, Inc., an Ohio corporation and wholly owned subsidiary of DC
Investments (“Fair Holdings”) and Fair Finance Company, an Ohio corporation
and wholly owned subsidiary of Fair Holdings (“Fair”, and together with
Durham, DC Investments and Fair Holdings, the “Reporting Persons”).
Mr.
Durham is a citizen of the United States and his principal address is 111
Monument Circle, Suite 3680, Indianapolis, Indiana 46204. Mr. Durham is the
managing member of DC Investments and serves as Chairman of the Board of
Directors of Fair Holdings and Chief Executive Officer and a member of the
Board of Directors of Fair. Mr. Durham
is also a member of the Board of Directors of the Issuer.
The
principal address of DC Investments, Fair Holdings and Fair is 815 East
Market Street, Akron, Ohio 44305. DC
Investments, through various wholly owned operating subsidiaries, is
primarily involved in transportation and transportation related
businesses. Fair Holdings’ and Fair’s
principal business is purchasing and servicing receivables asset
portfolios. The names and business
addresses of the directors and executive officers of each of Fair Holdings
and Fair are set forth on
Attachment I
to this Schedule 13D and
incorporated herein by reference. All persons named on
Attachment I
to
this Schedule 13D are citizens of the United States.
(d)
and (e)
During
the last five years, none of the Reporting Persons (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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Effective
February 13, 2009, the Company, through CLST Asset III, LLC (the
“Subsidiary”), a newly formed, wholly owned subsidiary of CLST Financo, Inc.
(“Financo”), which is one of the Company’s direct, wholly owned subsidiaries,
purchased certain receivables, installment sales contracts and related assets
owned by Fair, James F. Cochran, Chairman and member of the Board of
Directors of Fair, and by Durham (the “Purchase Agreement”). As partial consideration for assets
acquired by the Company under the Purchase Agreement, the Company issued
1,969,077 shares of Common Stock to Fair and 452,000 shares of Common Stock
to Durham.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons have acquired the voting shares for investment
purposes. Except as set forth below,
the Reporting Persons have no present plans or proposals that relate to or
that would result in any of the following actions:
(a)
The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
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(b)
An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c)
A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d)
Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(e)
Any
material change in the present capitalization or dividend policy of the
Issuer;
(f)
Any
other material change in the Issuer’s business or corporate structure;
(g)
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person;
(h)
Causing
a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i)
A
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j)
Any
action similar to any of those enumerated above.
Durham,
as a director of the Issuer, will continue to evaluate the Issuer’s business,
prospects and financial condition, the market for the Common Shares, monetary
and stock market conditions and other further developments and will continue
to participate in meetings or hold discussions with the Issuer’s management,
other stockholders and other persons, regarding the operations, assets,
capital structure or ownership of the Issuer.
Such discussions may relate to one or more of the transactions
specified in clauses (a) through (j) above.
The Reporting Persons reserve the right to change their intentions and
to develop plans or proposals that could result in any of the transactions
described in subparagraphs (a) through (j) above, or any other transaction
which the Reporting Persons believe could enhance stockholder value.
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Item
5.
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Interest
in Securities of the Issuer.
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(a) As of the date hereof, Fair beneficially
owns 1,969,077 shares of Common Stock, representing approximately 8.3% of the
Issuer’s outstanding shares of Common Stock. Durham is the managing member of
DC Investments, the Chairman of the Board of Directors of Fair Holdings and
the Chief Executive Office and a member of the Board of Directors of Fair,
and therefor, Durham may be deemed to beneficially own, in the aggregate, 3,474,471
shares of Common Stock, representing approximately 14.7% of the Issuer’s
outstanding shares of Common Stock.
The percentage of the Issuer’s outstanding shares of Common Stock is
based on 23,649,282 shares of Common Stock outstanding as of the date hereof.
(b) Durham has sole voting and sole dispositive
power with respect to 1,505,394 shares of Common Stock. Each of Durham, DC Investments, Fair
Holdings and Fair may be deemed to have shared voting and dispositive power
with respect to 1,969,077 shares of Common Stock held by Fair.
(c) As described in Item 3 above, effective
February 13, 2009, the Company purchased certain receivables, installment
sales contracts and related assets from Fair, Durham and Mr. Cochran. As partial consideration for assets
acquired under the Purchase Agreement, the Company issued 1,969,077 shares of
Common Stock to Fair and 452,000 shares Common Stock to Durham. For purposes of the transaction, the shares
of Common Stock issued by the Company were valued at $0.36 per share.
(d) Not applicable.
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(e) Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
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Other
than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons and between the
Reporting Persons and any other Person with respect to securities of the
Issuer.
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Item
7.
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Material
to be Filed as Exhibits.
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10.1
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Joint Filing Agreement By and Among Reporting Persons
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10.2
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Purchase Agreement, effective as of February 13, 2009.
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10.3
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Promissory Note issued to Fair Finance Company (Portfolio A).
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10.4
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Promissory Note issued to Timothy S. Durham (Portfolio A).
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10.5
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Promissory Note issued to Fair Finance Company (Portfolio B).
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10.6
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Promissory Note issued to Timothy S. Durham (Portfolio B).
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8
SIGNATURES
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the undersigned certify that the
information set forth in this statement is true, complete and correct.
Date: February 27, 2009
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DC Investments, llc
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By:
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/s/ Timothy S. Durham
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Timothy S. Durham,
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Managing Member
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FAIR holdings, inc.
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By:
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/s/ Timothy S. Durham
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Timothy S. Durham,
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Chairman of the Board
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FAIR FINANCE COMPANY
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By:
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/s/ Timothy S. Durham
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Timothy S. Durham,
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Chief Executive Officer
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/s/ Timothy S. Durham
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Timothy S.
Durham, in his individual capacity
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9
ATTACHMENT 1
The
name, business address, and principal occupation of the directors and executive
officers of Fair Holdings, Inc., are as follows:
DIRECTORS
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Name
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Business Address
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Office
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James F.
Cochran
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Director
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Timothy S.
Durham
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Director
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EXECUTIVE
OFFICERS
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Name
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Business Address
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Office
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James F.
Cochran
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Chairman of
the Board
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Timothy S.
Durham
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Chief
Executive Officer
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The name, business address, and principal occupation of the directors
and executive officers of Fair Finance Company are as follows:
DIRECTORS
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Name
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Business Address
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Office
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James F.
Cochran
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Director
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Timothy S.
Durham
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Director
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EXECUTIVE
OFFICERS
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Name
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Business Address
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Office
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James F.
Cochran
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Chief
Executive Officer
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Timothy S.
Durham
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Fair Finance
Company
815 East Market Street
Akron, Ohio 44305
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Chairman of
the Board
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10
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