View:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
..OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per response. 14.90
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )*
(Name of Issuer) EZ Corp. Inc.
(Title of Class of Securities) CL-A
I (CUSIP Number) 302301106000
..,
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Paul J. Isaac
75 Prospect Avenue
Larchmont, New York 10538
(914) 834-3925
(Date of Event which Requires Filing of this Statement)
September 8, 2003
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 240.13d-l(e), 240.13d-
l(t) or 240.13d-1(g), check the following
box. D
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all
exhibits. See 240.13d- 7 for other parties to whom copies are to be sent.
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 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 (" 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).
Persons who respond to the collection of Information contained in this form are
not required to respond unless the form
displays a currently valid 0MB control number. SEC 1746
(03-00) ~
CUSIP No.
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Paul J. Isaac (principle reporting person)
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2 (e).
No
6. Citizenship or Place of Organization
New York
7. Sole Voting Power 70,594(Paul J. Isaac)
0(Arbiter Partners, LP)
8. Shared Voting Power
26,450 (Abigail E. Isaac)
23,650 (Benjamin J. Isaac)
8,750 (Johanna H. Isaac)
6,750 (Samuel F. Isaac)
95,100 (Isaac Brothers, L.L.C.)
28,480 (Isaac Grandchildren's Trust)
15,800 (Marital Trust)
9. Sole Dispositive power
70,594 (Paul J. Isaac)
0 (Arbiter Partners, LP)
10. Shared Dispositive Power
26,450 (Abigail E. Isaac)
23,650 (Benjamin J. Isaac)
8,750 (Johanna H. Isaac)
6,750 (Samuel F. Isaac)
95,000 (Isaac Brothers, L.L.C.)
28,400 (Isaac Grandchildren's Trust)
15,800 (Marital Trust)
0 (Arbiter Partners, LP)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
70,594 Paul J. Isaac
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
NA
13. Percent of Class Represented by Amount in Row (11)
..65% Paul J. Isaac
..24% Abigail E. Isaac
..22% Benjamin J. Isaac
..08% Johanna H. Isaac
..06% Samuel F. Isaac
..87% Isaac Brothers, L.L.C.
..26% Isaac Grandchildren's Trust
..14% Marital Trust
0% Arbiter Partners, LP
14. Type of Report Person (see instructions)
IN = Paul J. Isaac
IN = Abigail E. Isaac
IN= Benjamin J. Isaac
IN = Johanna H. Isaac
IN = Samuel F. Isaac
PN = Isaac Brothers, L.L.C.
OO =Isaac Grandchildren's Trust
PN = Arbiter Partners, LP
Item 1. Security and Issuer
EZ Corp. Inc. - CL-A
1901 Capital Parkway
Austin, Texas 78746
(512) 314-3400
Item 2. Identity and Background
(a) Name Isaac Brothers, L.L.C.
Isaac Grandchildren's Trust
Marital Trust
Arbiter Partners, LP
(b) Residence or business address
Isaac Brothers, L.L.C.
75 Prospect Avenue
Larchmont, New York 10538
Paul J. Isaac - Manager
Daniel H Isaac - member
Frederick J. Isaac - member
Isaac Grandchildren's Trust
75 Prospect Avenue
Larchmont, New York 10538
Paul J. Isaac- manager
Abigail E. Isaac - grandchild
Johanna H. Isaac - grandchild
Samuel F. Isaac - grandchild
Benjamin J. Isaac -grandchild
Marital Trust
75 Prospect Avenue
Larchmont, New York 10538
Paul J. Isaac - Manager
Marjorie S. Isaac - Member
Arbiter Partners, L.P.
C/o Cadogan Management LLC
414 East 75th Street, 4th Floor
New York, New York 10021
Paul J. Isaac - Manager
(c) Present principal occupation or employment and the name, principal business
and address of any corporation or
other organization in which such employment is conducted;
Isaac Brothers, L.L.C.
C/o Cadogan Management LLC
414 East 75th Street, 4th Floor
New York, New York 10021
Isaac Grandchildren's Trust
C/o Cadogan Management LLC
414 East 75th Street, 4th Floor
New York, New York 10021
Marital Trust
C/o Cadogan Management LLC
414 East 75th Street, 4th Floor
New York, New York 10021
Arbiter Partners, L.P.
C/o Cadogan Management LLC
414 East 75th Street, 4th Floor
New York, New York 10021
(d) Whether or not, during the last five years, such person has been convicted
in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and, if so, give the dates, nature
of conviction, name and location of court,
and penalty imposed, or other disposition of the case;
None
(e) Whether or not, during the last five years, such person 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; and, if so, identify
and describe such proceedings and
summarize the terms of such judgment; decree or final order; and
None
(f) Citizenship.
United States
Item 3. Source and Amount of Funds or Other Consideration
Purchases were made with cash for personal investment.
Purchases for Arbiter Partners, L.P., a securities investment partnership, were
made with cash for partnership investment.
Item 4. Purpose of Transaction
The original purchase of 500,500 shares of CL-A security from EZ Corp., Inc.
from the Issuer from September 1999 until the present was made for investment
purposes. The subsequent sale of such shares in 2003 is for the purpose of
making other investments.
The purchase of 151,815 shares of CL-A security from EZ Corp., Inc. from June
2001 until the present was made for investment purposes. The subsequent sale
of such shares in 2003 is for the purpose of making other investments.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item I (which may be
based on the number of securities outstanding as contained in the most recently
available filing with the Commission
by the issuer unless the filing person has reason to believe such
information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each person
named in Item 2. The above mentioned
information should also be furnished with respect to persons who, together with
any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
Isaac Brothers, L.L.C. holds 95,100 of the issued CL-A shares of the Issuer,
or .87% (Paul J. Isaac, Daniel H. Isaac and Frederick J. Isaac).
Isaac Grandchildren's Trust holds 28,480 of the issue Cl-A shares of
the Issuer, or .26% (Abigail E. Isaac, Johanna H. Isaac, Samuel F.
Isaac and Benjamin J. Isaac, all minor children of Paul J. Isaac)
Marital Trust holds 15,800 of the issue CL-A shares of the Issuer, or 0.14%
(Paul J. Isaac and Marjorie S. Isaac)
Arbiter Partners, L.P. holds 0 of the issue CL-A shares of the Issuer of
0%
(b) For each person named in 'response to paragraph (a), indicate the number of
shares as to which there is sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition,
or shared power to dispose or to direct the disposition. Provide the applicable
information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote or to
dispose or direct the disposition is
shared;
95,100 shared power to vote and shared power to dispose for Isaac Brothers,
L.L.C. (Paul J. Isaac, manager and Daniel H. Isaac, member
and Frederick J. Isaac, member
28,480 shared power to vote and shared power to dispose for Isaac
Grandchildren's Trust (Abigail E. Isaac,
Johanna H. Isaac, Samuel F. Isaac and Benjamin J. Isaac, all minor children of
Paul J. Isaac)
(c) Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since
the most recent filing of Schedule 13D ( 240.13d-191 ), whichever is less, by
the persons named in response to paragraph (a). Instruction.
The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: ( I) the identity
of the person covered by Item 5( c ) who effected the transaction;
(2) the date of the transaction; (3) the amount of securities involved;
(4) the price per share or unit; and (5) where and how the transaction
was effected.
Isaac Brothers sales of EZ Corp., Inc. per instructions of
Paul Isaac in New York to brokers in New York and Connecticut
are as follows:
5,000 shares at $6.00 on 10-1-03
3,500 shares at $6.00 on 10-2-03
12,700 shares at $6.0354 on 10-3-03
9,300 shares at $6.05 on 10-6-03
4,000 shares at $6.60 on 10-16-03
11,000 shares at $6.5336 on 10-21-03
3,000 shares at $6.40 on 10-23-03
8.000 shares at $6.80 on 10-29-03
8,000 shares at $6.85540 on 10-30-03
4,500 shares at $7.4111 on 11-03-03
3,100 shares at $7.46030 on 11-04-03
700 shares at $7.38 on 11-5-03
2,700 shares at $7.46070 on 11-7-03
5,400 shares at $7.69480 on 11-11-03
5,000 shares at $7.0798 on 11-14-03
5,000 shares at $7.4553 on 11-21-03
Grandchildren's Trust sales of EZ Corp., Inc. per instructions of
Paul Isaac in New York to brokers in New York and Connecticut
are as follows:
5,000 shares at $7.44100 on 11-21-03
2,000 shares at $7.53500 on 11-24-03
320 shares at $7.30 on 11-26-03
Marital Trust sales of EZ Corp., Inc. per instructions of
Paul Isaac in New York to brokers in New York and Connecticut
are as follows:
5,000 shares at $7.35 on 11-25-03
8,000 shares at $7.3528 on 11-28-03
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if
such interest relates to more than five percent of the class, such person
should be identified. A listing of the
shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of
an employee benefit plan, pension fund or endowment fund is not required.
Paul J. Isaac has the power to direct the receipt of dividends from or the
proceeds from the sale of such Securities. He currently owns .65% of the
stock
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five
percent of the class of securities.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security, see Rule
13d-3( d)( I) and the note thereto.
Paul J. Isaac ceased to be the beneficial owner of more than five percent of
the class of securites on July 31, 2003. The various Isaac entities
collectively no longer own 5%, and therefore, this is an exit amendment.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Person, as one of the Executors of his father's will and
manager of the Isaac Brothers L.L.C. partnership, is understood by the
family to have power to vote dispositive power over the securities
purchased from this issuer. Please see Item 7 below for Exhibits.
The reporting person, as the manager of Arbiter Partners, L.P., is
understood by the partners of Cadogan Management LLC to have sole
power to vote and dispositive power over the securities purchased from
this issuer.
Item 7. Material to Be Filed as Exhibits
Will of Irving H. Isaac
SIXTH: (A) I appoint my wife, MARJORIE S.
ISAAC, and my son, PAUL, as Executors of this will. If my said wife shall fail
to qualify for said office or shall cease
to act prior to the completion of the duties of said office, then I direct that
no successor be appointed. If my said son,
PAUL, shall fail to qualify for said office or shall cease to act prior to the
completion of the duties of said office, then I
appoint my son, DANIEL, as successor Executor of this will.
I appoint my said wife, my Son, PAUL, and my friend, STEPHEN R. EHRLICH, as
Trustees of the trust for
my said wife's benefit created under this Will. I appoint my son, PAUL, and
STEPHEN R. EHRLICH, as Trustees of
every other trust created under this will. If at any time my said wife or
any of my issue shall he serving as Trustee of
any of the trusts created under this will without an Independent Trustee
serving with him or her, I direct that he or she
shall appoint an independent Trustee to serve with him or her.
I authorize each of my Trustees to appoint any individual or bank or trust
company as his successor, such
appointment to take effect at such time as shall be specified in the instrument
of appointment, and to revoke any such
contingent appointment prior to its taking effect.
Each substitute or successor Executor or Trustee shall succeed to all of the
rights, powers and discretions
conferred upon my original Executors and Trustees.
Each appointment of a successor Executor or Trustee and each revocation of a
contingent appointment shall
be made in a signed and acknowledged instrument filed in the Court in
which this Will is admitted to domiciliary
probate.
If at anytime there shall be no Executor or Trustee appointed or service under
this Will, then I appoint
FIDUCIARY TRUST COMPANY OF NEW YORK to act as successor Executor and /or
Trustee.
(B) I direct that no person named herein or appointed pursuant to the
provisions hereof to act in a fiduciary
capacity shall be required to give or file any bond for the faithful
performance of his or her duties in any jurisdiction whatsoever.
OPERATING AGREEMENT
OF
ISAAC BROTHERS, L.L.C.
This Operating Agreement (the "Operating Agreement"), dated as of November 25,
1997, is entered into by and
between Paul I. Isaac, Frederick I. Isaac and Daniel H. Isaac as all of the
initial members of Isaac Brothers, L.L.C. (the
"Company"), a limited liability company organized under the laws of the
State of Delaware.
ARTICLE I
Definitions
1.1. Capitalized Terms. For all purposes of this Operating Agreement, the
following terms shall have the meanings set forth below:
"Act" means the Delaware Limited Liability Company Law (Title 6 18-101 et.
seq.), as amended from time to time.
"Adjusted Capital Account Deficit" means the deficit balance, if any, in the
Capital Account of a Member as of the end of the relevant Fiscal Year, after
debiting to such Capital Account the items
described in Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.
This definition is intended to comply with
Section 1.704-1 (b )(2)(ii)( d) of the Regulations and is to be interpreted
consistently with that provision.
'
"Affiliate" means any corporation or other entity controlling, controlled by or
under common control with a Person.
"Certificate of Formation " means the articles of organization referred to in
Section 203 of the Act to be filed for the Company, and such articles as
amended, in the form of Exhibit A.
Authorized Agent" means the Manager, any agent or agents designated by the
Manager, which shall be authorized to
act on behalf of Company.
"Bankruptcy" means the filing of a voluntary case in bankruptcy under the
federal bankruptcy law, and, in addition,
any other status constituting bankruptcy within the meaning of the Act.
"Basic Documents" shall mean this Operating Agreement, the Certificate of
Formation, and the other documents and
certificates delivered in connection therewith.
"Business Day" means any day on which banks are not authorized or required to
close in New York and on which the
New York Stock Exchange is open for trading.
"Capital Account" means, as to any Member, the amount of such Member's Capital
Contributions, plus the distributive
share of any income or gain that is allocated to such Member under Article III,
minus the sum of (a) the amount of cash
and the fair market value of the property, if any, distributed to such Member
under Article VII, and (b) the distributive
share of any expense or loss that is allocated to such Member under
Article III. Each of the foregoing items will be
computed in accordance with federal income tax accounting principles, as
modified by Section 1.704-1(b)(2)(iv) of the
Regulations.
"Capital Contribution" means an equity contribution to the Company.
"Cash Available For Distribution" means the excess of cash received from
operations of the Company during the
Distribution Period immediately preceding the date of distribution under
Section 7.1 (and excess cash, if any, from any
prior Distribution Period), less (a) the total cash disbursements of
the Company for such Distribution Period and (b) a
reasonable allowance for reserves, contingencies and anticipated
obligations, as determined by the Manager.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Company" has the meaning set forth in the first paragraph hereof.
"Company Office" means the principal offices of the Company located at 7
Douglas Lane, Larchmont, New York 10538.
"Distribution Period" means each of the four three-month periods during the
Fiscal Year, with the first Distribution Period beginning on the first day of
the Fiscal Year and ending on the last day of
third month, and with each successive Distribution Period beginning on the day
after the end of the prior Distribution
Period.
"Distribution Date" means the date on which any distribution is made to the
Members.
"Event of Bankruptcy" shall occur, with respect to any Person, if such Person
shall commence a voluntary case
concerning itself under Title II of the Federal Bankruptcy Code
(II U.S.C. 101 et. seq.) (the "Bankruptcy Code"); or
an involuntary case shall be commenced against such Person and the petition
shall not be controverted within twenty
days, or shall not be dismissed or stayed within sixty days, after commencement
of the case; or a custodian (as
defined in the Bankruptcy Code) shall be appointed for, or shall take charge of
all or substantially all of the
property of such Person; or if such Person shall commence any other proceeding
under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, winding up,
insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
such Person; or there shall be
commenced against such Person; any such proceeding which remains undismissed or
unstayed for a period
of sixty days; or any order of relief or other order approving any such
case or proceeding .shall be entered;
or if such Person shall suffer any appointment of any custodian or the like for
It or any substantial part of I
its property to continue undischarged or unstayed for a period of sixty
days; or if such Person I shall make a
general assignment for the benefit of creditors.
"Fiscal Year" means the period determined in Section 3.5.
"GAAP" means generally accepted accounting principles.
"Manager" means Paul J. Isaac, unless a successor Manager is appointed pursuant
to Article XI of this Operating
Agreement.
"Member" means the Person in whose name a Certificate is registered in the
Register maintained by the Manager.
"Net Revenues" means with respect to any period, the amount by which all
revenues of the Company from the
operations of the Company exceed operating, administrative and other
costs, each determined in accordance with
GAAP, consistently applied.
"Operating Agreement" shall mean this Operating Agreement, as the same may be
amended and supplemented from
time to time.
"Percentage Interest" shall mean, when used with respect to any Member, such
Member's proportion, expressed as a
percentage, of the total beneficial interest in the Company, which with respect
to any Member shall be based upon the
number of Units allocated to such Member in relation to the aggregate number of
Units allocated to all of the Members.
"Person" shall mean an individual, partnership, corporation, limited liability
company, a joint stock company, trust
(including a business trust), unincorporated association, joint venture
or other entity, or a government or any political
subdivision or agency thereof.
"Regulations" means the U.S. Department of the Treasury regulations
promulgated under the Code and any successor regulations, and references to
particular sections of the Regulations
shall be deemed to include references to the appropriate modified or amended
provisions of such successor regulations.
"Secretary of State" shall mean the Secretary of State of the State of
Delaware.
"Tax Matters Partner" has the meaning set forth in Section 3.4.
"Termination Date" means the date when the Company Assets have been
disposed; of or sold by the Manager or other
Person responsible for winding up and dissolving the Company and the final
distribution by the Manager or such
Person of all moneys or other property or proceeds of the Company have been
made pursuant to the terms of this
Operating Agreement.
"Transferee" has the meaning set forth in Section 4.3.
"Units" has the meaning set forth in Section 3.8.
1.2. Statement of Intent. The Company is intended to qualify and be classified
I as a partnership under Regulation 310.7701-3, and it is neither the purpose
nor the intent of the ~ parties hereto to
create an association taxable as a corporation.
ARTICLE II
Formation of the Company; Offices,
2.1. Formation of Limited Liability Company. The Members hereby agree to li
organize and associate themselves as
members in a Delaware limited liability company in accordance with the Act,
this Operating Agreement and the
Company's Certificate of Formation.
..The Members shall form the Company pursuant to the Act by causing the
Certificate of Formation, in the form
attached as Exhibit A hereto, to be filed with the Secretary of the State of
Delaware.
2.2. Business Purpose. The Company is formed for the purpose of carrying on any
lawful business, purpose or activity
for which limited liability companies may be formed under the Act; provided,
that without the unanimous consent of
the Members, the Company will only have the purpose and the power to engage in
the following activities:
(a) to issue Units pursuant to this Operating Agreement to the
Members in consideration for the contributions by the Members described in
Section 3.1;
(b) to use the contributions from the Members pursuant to Section 3.1 to
pay the organizational, start-up and
transactional expenses of the Company and certain transaction costs incurred by
the Company in connection with the
execution and performance of the Basic Documents and to pay for all ongoing
business expenses incurred by the
Company;
( c ) to enter into and perform the Company's obligations, and enforce the
Company's rights, under the Basic
Documents to which it is a party;
(d) in the event of a dissolution and liquidation of the Company pursuant to
Section 10.2, to take all steps necessary to
wind up its affairs, including the sale of assets, subject to the terms of the
Basic Documents;
( e ) to make distributions in accordance with Article VII hereof;
(f) to engage in those activities, including entering into agreements, that are
necessary , suitable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith; and
(g) subject to compliance with the Basic Documents, to engage in such other
activities as may be required in
connection with conservation of the Company's Assets and the making of
distributions to the Members.
2.3. Term of the Company. The Company's existence will commence upon the filing
of the Articles of Organization
with the Secretary of State and shall continue in perpetuity unless sooner
terminated in accordance with the provisions
of this Operating Agreement or the
Act.
2.4. Liability to Third Parties. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the
Company, and no Member or Manager of the Company shall be obligated personally
for any such debt, obligation or
liability of the Company solely by reason of being a Member or acting as a
Manager of the Company.
2.5. Principal Office. The Company may have such offices or places of business,
either within or without the State of
Delaware, as the Members may designate or as the business of the Company may
from time to time require. The
principal office of the Company is 7 Douglas Lane, Larchmont, New York 10538.
2.6. Registered Agent. The initial registered agent of the Company is
Corporation Service Company.
2.7. Registered Office. The address of the initial registered office of the
Company is:
1013 Centre Road
Wilmington, Delaware 19805
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in thei
statement is true, complete and correct.
December 29, 2000
Paul J. Isaac
Manager, Isaac Brothers L.L.C