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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
(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)
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PMC
Commercial Trust
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(Name
of Issuer)
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Common
Shares of Beneficial Interest, $0.01 par value
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(Title
of Class of Securities)
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693434102
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(CUSIP
Number)
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REIT
Redux LP
1336
Oakridge Drive, Suite 103
Fort
Collins, Colorado 80525
Telephone
No.: (970) 372-1160
Facsimile: (720)
221-8372
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
with
copies to:
Kenneth
L. Betts
Infill
Legal Solutions, P.C.
14901
Quorum Drive, Suite 900
Dallas,
Texas 75254
Telephone
No.: (214) 420-3960
Facsimile: (214) 420-5920
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(Date
of Event which Requires Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e). 240.13d-1(f) or 240.13d-1(g), check
the following box. ¨
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
SCHEDULE
13D
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
REIT Redux
LP IRS
EIN 26-3332258
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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
WC
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5
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CHECK
BOX 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 476,170 shares
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER 476,170 shares
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 476,170
shares
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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)
4.5%
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14
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TYPE
OF REPORTING PERSON
PN
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SCHEDULE
13D
Item
1. Security and
Issuer.
This
Schedule 13D (the "Schedule 13D") relates to the common shares of beneficial
interest, par value $0.01 per share (the "Shares"), of PMC Commercial Trust, a
Texas real estate investment trust (the "Company"). The principal
executive offices of the Company are located at 17950 Preston Road, Suite 600,
Dallas, Texas 75252.
The
information set forth in the Exhibits is hereby expressly incorporated herein by
reference and the responses to each item of this Schedule 13D are qualified in
their entirety by the provisions of such Exhibits.
Item
2. Identity and
Background.
This
Schedule 13D is filed by REIT Redux LP, a Delaware limited partnership (the
"Reporting Person" or “REIT Redux”). The principal business of the
Reporting Person is investing in equity securities of real estate investment
trusts. The business address of the Reporting Person is 1336 Oakridge
Drive, Suite 103, Fort Collins, Colorado 80525.
The general partner of the Reporting
Person is REIT Redux LLC, a Delaware limited liability company. The
principal business of REIT Redux LLC is to act as the general partner of the
Reporting Person. The business address of REIT Redux LLC is 1336
Oakridge Drive, Suite 103, Fort Collins, Colorado 80525
The
President of REIT Redux LLC is Robert Stetson. Mr. Stetson is also
engaged in numerous other real estate related businesses. Mr. Stetson
is also the former Chief Executive Officer of U.S. Restaurant Properties, Inc.
(later Truststreet Properties, Inc.), a New York Stock Exchange listed company
that was sold to GE Capital in 2007. The business address of
Mr. Stetson is 1336 Oakridge Drive, Suite 103, Fort Collins, Colorado
80525
During
the last five years, none of the Reporting Person, REIT Redux or Mr.
Stetson (1) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) was a party to 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.
Item
3. Source and Amount of
Funds or Other Consideration.
The total
amount of funds used by the Reporting Person to purchase the 476,170 Shares
owned by it through September 25, 2009 was approximately $3,338,751 (including
brokerage commissions), all of which was derived from working capital and a
margin loan in the amount of approximately $863,652 with Penson Financial
Services. Of the 476,170 Shares currently owned by the Reporting
Person, 100,482 were originally purchased by the partners of the Reporting
Person with personal funds at an aggregate cost of approximately $725,208, which
Shares were contributed to the Reporting Person as capital
contributions.
Item
4. Purpose of the
Transaction
The
Reporting Person has acquired its Shares to establish a significant equity
interest in, and with a view to engage in discussions with management of, the
Company for the purpose of exploring any and all strategic alternatives to
maximize shareholder value, including general discussions relating to possible
mergers and liquidation alternatives.
Mr.
Stetson and other representatives of the Reporting Person have had discussions
with management of the Company and certain significant shareholders of the
Company relating to the potential participation of REIT Redux and the Company in
a transaction that may result in REIT Redux or its principals influencing
control of the Company, including seeking seats on the Board of Trust Managers
of the Company. REIT Redux has also engaged in discussions and
exchanged correspondence with representatives of the Company and certain
significant shareholders of the Company in connection with the Reporting
Person's interest in the Company and the acquisition of additional
Shares. Mr. Stetson and other representatives of the Reporting
Person also introduced a potential third-party merger candidate (of which Mr.
Stetson is the Chairman of the Board and has an indirect equity interest) to the
Company, but the Company rejected the third-party’s preliminary proposal and all
discussions between the two companies have terminated. Nevertheless,
the Reporting Person intends to continue to explore other strategic alternatives
for the Company and make recommendations to representatives of the Company with
respect thereto. In addition to filing periodic amendments to this
Schedule 13D as mandated by the Securities Exchange Act of 1934, as amended, and
the rules promulgated thereunder, the Reporting Person has established a website
at www.fixpmc.com
to update shareholders of the Company on the Reporting Person’s
activities.
Although
the Reporting Person would prefer to acquire additional Shares in negotiated
transactions, the Reporting Person may consider other alternatives to achieve
its stated objective of increasing its ownership of the Company, including,
subject to market conditions, acquiring additional Shares through a tender
offer, open market purchases or in privately negotiated transactions, or a
combination thereof, or seeking to obtain representation on, or control of, the
Company's Board of Trust Managers. The Reporting Person, however, has
made no decision concerning the foregoing, and any such decision will depend
upon the circumstances existing at the time.
Although
the Reporting Person has had, and expects to continue to have, discussions with
management of the Company regarding the Company and its operations,
assets, capital structure, management and board of trust managers and the
possible acquisition of additional Shares, there exists no agreement between the
Reporting Person of the kind described in clauses (a) and (j) of Item 4 to
Schedule 13D. In order to provide greater investment flexibility, the
Reporting Person has decided to file its Schedule 13D at this time, although the
Reporting Person is not the owner of more than 5% of the Shares.
Except as
set forth above, the Reporting Person has, at this time, no plans or proposals
that relate to or would result in any of the following actions:
(a) The
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Company or any of its
subsidiaries;
(d) Any
change in the present board of trust managers or management of the Company,
including any plans or proposals to change the number or term of trust managers
or to fill any existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
Company;
(f) Any
other material change in the Company's business or corporate
structure;
(g) Changes
in the Company's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person;
(h) Causing
a class of securities of the Company 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 Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any
action similar to any of those enumerated above.
Although
the foregoing represents the current plans and intentions of the Reporting
Person, it should be noted that such plans and intentions may change at any
time. Accordingly, there can be no assurance that the Reporting
Person will actually purchase any additional Shares. In this
connection, the Reporting Person is continuously reviewing all aspects of its
Share position. Consequently, the Reporting Person expressly reserves
the right to sell or otherwise dispose of all or part of its Share position and
may do so at any time. Whether the Reporting Person decides to
acquire additional Shares or sell some or all of the Shares that it now holds
will depend upon circumstances existing from time to time, many of which the
Reporting Person cannot control, including market conditions and any response
that the Company may make to any efforts of the Reporting Person effort to
acquire control of the Company.
Item
5. Interest in
Securities of the Company
Mr.
Stetson may be deemed to beneficially own 476,170 Shares, or approximately 4.5%
of the outstanding Shares, by virtue of his position as President of REIT Redux
LLC, the general partner of Reporting Person, that has power to vote and to
dispose of such Shares.
The
percentages of Shares outstanding reported as beneficially owned by each person
herein on the date hereof is based upon 10,548,354 Shares outstanding on July
31, 2009, as reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009.
Information
concerning transactions in equity securities of the Company effected by the
Reporting Person during the past 60 days is set forth on Schedule 1
hereto.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Company.
Other
than as disclosed above, the Reporting Person is not a party to any other
contract, arrangement, understanding or relationship, legal or otherwise, with
respect to any securities of the Company.
Item
7. Material to be Filed
as Exhibits.
Not
applicable.
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.
Dated: September
28, 2009
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REIT
REDUX LP,
A Delaware limited
partnership
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By:
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REIT
Redux LLC,
Its general partner
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By:
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/s/ Robert J. Stetson | ||
| Robert J. Stetson | ||||
| President | ||||
Schedule
1
Schedule
1
The
following table sets forth information with respect to each transaction in
Shares by the Reporting Person during the past 60 days. All
transactions were effected in the open market on a national securities exchange
through a broker and reflect the trade date of such transaction.
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Date
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Purchaser
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Number
of Shares Purchased
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Price
Per Share*
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07/30/2009
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REIT
Redux LP
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438
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6.54
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07/31/2009
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REIT
Redux LP
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1491
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6.50
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08/04/2009
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REIT
Redux LP
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8309
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6.50
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08/05/2009
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REIT
Redux LP
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2600
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6.51
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08/27/2009
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REIT
Redux LP
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3864
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6.65
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08/28/2009
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REIT
Redux LP
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2742
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6.68
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08/31/2009
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REIT
Redux LP
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3930
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6.56
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09/01/2009
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REIT
Redux LP
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3692
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6.70
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09/09/2009
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REIT
Redux LP
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11000
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6.76
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09/10/2009
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REIT
Redux LP
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800
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6.90
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09/11/2009
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REIT
Redux LP
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4901
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6.95
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09/14/2009
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REIT
Redux LP
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3800
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6.95
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09/16/2009
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REIT
Redux LP
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4000
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7.26
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09/17/2009
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REIT
Redux LP
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950
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7.46
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09/18/2009
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REIT
Redux LP
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1000
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7.44
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09/21/2009
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REIT
Redux LP
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500
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7.46
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09/22/2009
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REIT
Redux LP
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1000
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7.31
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09/23/2009
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REIT
Redux LP
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1700
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7.17
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09/25/2009
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REIT
Redux LP
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1300
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7.22
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* Excludes
brokerage commissions.