Ummmmm Tommy, ya may want to take a look at what I found, oh boy.
FBN Associates
(Name of Issuer)
Common Stock
(Title of Class of Securities)
123456789
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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 ("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).
(Continued on following pages(s))
Page 1 of 8 Pages
As of 06-15-98
CUSIP No. 123456789 (FBNA) 13 G Page 2 of 8 Pages
As of 06-15-98
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PSPOOL and COMPANY, Inc.
IRS ID #12-3456789
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
A Maryland Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8)
5. SOLE VOTING POWER
1.3 *
6. SHARED VOTING POWER
NONE*
*Persons who are officers of PSPool and Company, Inc., including
Mr. Patrick Smith, also serve as officers of PSPool Fund, Inc. In
their capacity as officers of the Fund, these persons vote the
additional shares included in this schedule which are owned by the
Fund.
7. SOLE DISPOSITIVE POWER
1.3
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1.3
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3 / 2.5 = 52%
12. TYPE OF REPORTING PERSON
IA, CO
CUSIP No. 123456789 (FBNA) 13 G Page 3 of 8 Pages
As of 06-15-98
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick Smith
SS #123-45-6789
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8)
5. SOLE VOTING POWER
1.3 *
*Comprised of shares held in advisory accounts for which PSPool Funds, Inc. has sole voting power.
6. SHARED VOTING POWER
1.3 **
**Persons who are officers of PSPool and Company, Inc., including
Mr. Patrick Smith, also serve as officers of PSPool Funds, Inc. In
their capacity as officers of the Fund, these persons vote the
additional shares included in this schedule which are owned by the
Fund.
7. SOLE DISPOSITIVE POWER
1.3
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1.3
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3 / 2.5 = 52%
12. TYPE OF REPORTING PERSON
HC, IN
CUSIP No. 123456789 (FBNA) 13 G Page 4 of 8 Pages
As of 06-15-98
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PSPool and COMPANY, Inc.
IRS ID #12-3456789
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON (ITEMS 5, 6, 7 AND
8)
5. SOLE VOTING POWER
1.3
6. SHARED VOTING POWER
NONE
7. SOLE DISPOSITIVE POWER
1.3
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1.3
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3 / 2.5 = 52%
12. TYPE OF REPORTING PERSON
IV, CO
CUSIP No. 123456789 (FBNA) 13G Page 5 of 8 Pages
As of 06-15-98
Item 1(a) Name of Issuer:
FBN Associates
Item 1(b) Address of Issuer's Principal Executive Offices:
One FBN Place, North Tower,
Sedona, Arizona 86336
Item 2(a) Name of Persons Filing:
PSPool and Company, Inc. ("PSPool");
Patrick Smith;
PSPool Fund, Inc. ("PSPool Fund")
Item 2(b) Address of Principal Business Office:
200 Corporate South, Suite 200
Sand or Rock, VA 23606
Item 2(c) Citizenship:
PSPool and Company, Inc. - A Virgina corporation
Patrick Smith - U.S.A.
PSPool Fund, Inc. - A Maryland corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
123456789 (SYCR)
Item 3. This statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b) by PSPool, an investment adviser
registered under section 203 of the Investment
Advisers Act of 1940, and by PSPool Fund, an open-
end investment company registered under the
Investment Company Act of 1940 which is managed by
PSPool, and by Mr. Patrick Smith. Mr. Parick Smith is
the President, Director and controlling shareholder
of PSPool. Mr. Patrick Smith claims beneficial
ownership of all such shares held by the PSPool
Fund and other advisory accounts of PSPool. Mr.
Patrick Smith is also the Chairman and a Director of
the PSPool Fund.
Cusip No. 123456789 (SYCR) 13G Page 6 of 8 Pages
As of 06-15-98
Item 4. Ownership:
(a) Amount Beneficially Owned:
See No. 9, Pages 2, 3 & 4
(b) Percent of Class:
See No. 11, Pages 2, 3 & 4
(c) Number of shares as to which such person has:
See No. 7, Pages 2, 3 & 4
(i) sole power to vote or to direct the vote
See No. 7, Pages 2, 3 & 4
(ii) shared power to vote or to direct the
vote
(iii) sole power to dispose or to direct the
disposition of See No. 9, Pages 2 & 3
(iv) shared power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Of the securities reported upon in this schedule,
1.3 are held by PSPool and Company clients,
including the 1.3shares owned by the PSPool Fund
of which there are more than 5 shareholders. Mr. Patrick
Smith claims beneficial ownership of all such shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Mr. Patrick Smith, an individual, is the controlling
shareholder of PSPool, a registered investment adviser
which has acquired the shares of FBNA for the accounts
of advisory clients.
Cusip No. 123456789 (FBNA) 13G Page 7 of 8 Pages
As of 06-15-98
Item 8. Identification and Classification of Member of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were acquired for the purpose of and do have
the effect of changing or influencing the control of
the issuer of such securities and were acquired in
connection with or as a participant in any transaction
having such purpose or effect.
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.
PSPOOL AND COMPANY, INC.
/s/PATRICK SMITH. By:/s/PATRICK SMITH.
Patrick Smith Patrick Smith
Individually President
PSPOOL FUND, INC.
By:/s/PATRICK SMITH.
DATE: June 15, 1998 Patrick Smith.
Chairman
Cusip No. 123456789 (FBNA) 13G Page 8 of 8 Pages
As of 06-15-98
EXHIBIT A
JOINT FILING AGREEMENT
Each of the undersigned parties hereby agrees to the joint
filing of a statement of beneficial ownership on Schedule 13G to
satisfy the separate reporting obligations of each of them pursuant
to Rule 13d-1(b), promulgated under the Securities Exchange Act of
1934, as amended, with respect to the shares of FBN ASSOCIATES
(FBNA) which are held by certain investment advisory accounts
managed by PSPool and Company, Inc. It is agreed that such
statement shall be deemed filed on behalf of each of such parties,
but this agreement shall not be construed as creating
responsibility by any party for the completeness and accuracy of
any information contained in such statement concerning the other
parties.
Dated: June 15, 1998
/s/PATRICK SMITH
Patrick Smith,Individually
PSPOOL AND COMPANY, INC.
By:/s/PATRICK SMITH
Patrick Smith,President
PSPOOL FUND, INC.
By: /s/ PATRICK SMITH
Patrick Smith, Chairman |
