PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT RULE 13d-2(a)
(Amendment No. )1
Paragon
Real Estate Equity and Investment Trust
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Christopher J.
Hubbert
Kohrman Jackson & Krantz P.L.L. 1375 East 9th Street,
20th Floor, Cleveland, OH 44114; 216-736-7215
(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 Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies
of the schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
|
|
|
1 |
|
The remainder of this cover page shall be
filled out for a reporting persons initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover
page. |
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 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).
Page 1 of 6
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
69912Y 30 5 |
|
Page |
|
2 |
|
of |
|
6 |
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
Michael T. Oliver |
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
OO |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
128,000 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
|
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
128,000 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
128,000 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
24.1% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON* |
|
|
|
IN |
CUSIP No. 531213-10-6
Item 1. Security and Issuer.
This original Schedule 13D Statement relates to common shares, par value $0.01 per share (the
Common Shares), of Paragon Real Estate Equity and Investment Trust, a Maryland trust (Paragon),
which has its principal executive offices at 1240 Huron Road, Cleveland, Ohio 44115.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by Michael T. Oliver. Mr. Oliver is a trustee of Paragon.
(b) The business address of Mr. Oliver is 22877 NE 129th Place, Redmond, Washington
98053.
(c) Mr. Olivers principal occupation is private consulting for companies to access
institutional investors. The business address of the Mr. Oliver is 22877 NE 129th Place,
Redmond, Washington 98053.
(d) Negative with respect to Mr. Oliver.
(e) Negative with respect to Mr. Oliver.
(f) Mr. Oliver is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The consideration for the issuance of 12,500 restricted Class C Convertible Preferred Shares
(the Class C Preferred Shares) to Mr. Oliver pursuant to the Restricted Share Agreement, as
further described in Item 5(c) of this Schedule 13D, is in lieu of receiving fees in cash for
service as a trustee for the two years ending September 29, 2008.
Item 4. Purpose of Transaction.
Mr. Oliver was awarded 12,500 restricted Class C Preferred Shares by Paragon in lieu of
receiving fees in cash for service as a trustee for the two years ending September 29, 2008.
Pursuant to the instructions for items (a) through (j) of Item 4 of Schedule 13D, Mr. Oliver
does not currently have plans or proposals that relate to or would result in any of the following:
(i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving Paragon;
(ii) the sale or transfer of a material amount of assets of Paragon;
(iii) a change in the present board of trustees or management of Paragon;
(iv) a material change in the present capitalization or dividend policy of Paragon;
Page 3 of 6
CUSIP No. 531213-10-6
(v) a material change in the business or corporate structure of Paragon;
(vi) a change to the articles of incorporation, as amended, or bylaws of Paragon, or an
impediment to the acquisition of control of Paragon, by any person;
(vii) the delisting from the Nasdaq Stock Markets OTC Bulletin Board of the Paragons common
shares;
(viii) a class of equity securities of Paragon becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(ix) any action similar to any of those enumerated in (i) through (viii) above.
Mr. Oliver reserves the right to modify his plans and proposals described in this Item 4.
Further, subject to applicable laws and regulations, Mr. Oliver may formulate plans and proposals
that may result in the occurrence of an event set forth in (i) through (ix) above or in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Based solely on information provided by Paragon, there are currently 404,425 Common Shares
of the company outstanding, excluding 38,130 Common Shares held in treasury.
Mr. Oliver beneficially owns 128,000 Common Shares, including: (i) 2,000 restricted Common
Shares; (ii) 1,000 options to purchase Common Shares which are currently exercisable; and (iii)
125,000 Common Shares issuable upon the conversion of 12,500 restricted Class C Preferred Shares
(each Class C Preferred Share is convertible into Common Shares at any time by dividing the sum of
$10.00 and any accrued but unpaid dividends on the Class C Preferred Shares by the conversion price
of $1.00), or approximately 24.1% of the outstanding Common Shares.
(b) Mr. Oliver has sole power to vote, or to direct the voting of, and sole power to dispose
or to direct the disposition of, the Common Shares and Class C Preferred Shares owned by him.
(c) On September 29, 2006, Mr. Oliver was awarded 12,500 restricted Class C Preferred Shares,
which are currently convertible into 125,000 Common Shares, pursuant to a Restricted Share
Agreement with the Company in lieu of receiving cash fees for service as a trustee for the two
years ending September 29, 2008. Each Class C Preferred Share is convertible into Common Shares at
any time by dividing the sum of $10.00 and any accrued but unpaid dividends on the Class C
Preferred Shares by the conversion price of $1.00. The restrictions on the Class C Preferred
Shares will be removed upon the latest to occur of a public offering to liquidate the Class C
Preferred Shares, an exchange of the Companys Common Shares for another companys shares, or
September 29, 2008.
Mr. Oliver has not effected any other transactions in Paragons shares in the past 60 days.
Page 4 of 6
CUSIP No. 531213-10-6
(d) Not applicable.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7.
Material to be Filed as Exhibits.
Not applicable.
Page 5 of 6
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.
Date: November 8, 2006
|
|
|
|
|
|
|
/s/ Michael T. Oliver
|
|
|
|
|
Michael T. Oliver |
|
|
Page 6 of 6