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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 RULD 13d-2(a)
(AMENDMENT NO. )
Corrpro Companies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
220317101
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9th Street,
Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 2, 2001
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(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 [ ].
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.
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 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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SCHEDULE 13D
CUSIP NO. 220317101 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TURKEY VULTURE FUND XIII, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 150,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
CUSIP NO. 220317101 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD M. OSBORNE TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
NUMBER OF 7 SOLE VOTING POWER
SHARES 385,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 385,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
OO
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CUSIP NO. 220317101
This original Statement on Schedule 13D is filed on behalf of the
following: (i) Turkey Vulture Fund XIII, Ltd., an Ohio limited liability
company; and (ii) the Richard M. Osborne Trust, an Ohio trust, for the purpose
of reporting acquisitions of shares of common stock, without par value, of
Corrpro Companies, Inc., an Ohio corporation.
Item 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of common stock, without par value
(the "Shares"), of Corrpro Companies, Inc., an Ohio corporation ("Corrpro"),
which has its principal executive offices at 1090 Enterprise Drive, Medina, Ohio
44256.
Item 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed by Turkey Vulture Fund XIII, Ltd., an
Ohio limited liability company (the "Fund"), and the Richard M. Osborne Trust,
an Ohio Trust (the "Trust"), for the purpose of reporting acquisitions of Shares
of Corrpro. Richard M. Osborne is the sole manager of the Fund and the sole
trustee of the Trust.
(b) The address of the Fund and the Trust, and the business address of
Mr. Osborne, is 8500 Station Street, Suite 113, Mentor, Ohio 44060.
(c) The principal business of the Fund is to acquire, hold, sell or
otherwise invest in all types of securities and other instruments. The Trust was
established by Mr. Osborne for estate planning purposes. Mr. Osborne's principal
occupation is President and Chairman of the Board of OsAir, Inc., a property
developer and manufacturer of industrial gases for pipeline delivery. OsAir,
Inc. is located at 8500 Station Street, Suite 113, Mentor, Ohio 44060.
(d) Negative with respect to the Fund, the Trust and Mr. Osborne.
(e) Negative with respect to the Fund, the Trust and Mr. Osborne.
(f) The Fund is a limited liability company organized under the laws of
the State of Ohio. The Trust is a trust organized under the laws of the State of
Ohio. Mr. Osborne is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares reported herein as having been acquired by the Fund were
acquired for the aggregate purchase price of approximately $225,000 (excluding
commissions) with margin debt from First Union Securities, Inc. ("First Union").
The Shares reported herein as having been acquired by the Trust were acquired
for the aggregate purchase price of approximately $565,950 (excluding
commissions) with a combination of personal funds contributed by Mr. Osborne and
margin debt from First Union.
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CUSIP NO. 220317101
Interest on the First Union margin debt is computed at a select rate
above the rate banks charge securities brokers ("brokers call money rate") and
is subject to change, without notice, if the brokers call money rate changes. To
the extent permitted by law, First Union has a lien on certain of the Shares
reported herein as having been acquired by the Fund and the Trust. A copy of the
agreements setting forth the terms of the Fund's and the Trust's First Union
margin debt is attached hereto as Exhibit 7.1 and Exhibit 7.2, respectively.
Item 4. PURPOSE OF TRANSACTION.
The Fund and the Trust purchased the Shares to acquire a minority
interest in Corrpro for the purpose of investment. Depending on market
conditions, developments with respect to Corrpro's business and other factors,
the Fund and the Trust reserve the right to dispose of or acquire additional
Shares.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D, neither the Fund, the Trust nor Mr. Osborne presently has 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 Corrpro;
(ii) the sale or transfer of a material amount of assets of Corrpro;
(iii) a change in the present board of directors or management of
Corrpro;
(iv) a material change in the present capitalization or dividend policy
of Corrpro;
(v) a material change in the business or corporate structure of Corrpro;
(vi) a change to the Articles of Incorporation or Code of Regulations of
Corrpro or an impediment to the acquisition of control of Corrpro by any person;
(vii) the delisting from the New York Stock Exchange of the Shares;
(viii) a class of equity securities of Corrpro becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(ix) any action similar to any of those enumerated in (i) through
(viii) above.
Mr. Osborne, the Fund and the Trust reserve the right to modify their
plans and proposals described in this Item 4. Further, subject to applicable
laws and regulations, they may formulate
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CUSIP NO. 220317101
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) According to the most recently available filing with the Securities
and Exchange Commission by Corrpro, there are 7,823,768 Shares outstanding.
The Fund beneficially owns 150,000 Shares, or approximately 1.9% of the
outstanding Shares. The Trust beneficially owns 385,000 Shares, or 4.9% of the
outstanding Shares. As sole Manager of the Fund and sole trustee of the Trust,
Mr. Osborne may be deemed to beneficially own all 535,000 Shares held by the
Fund and the Trust, or 6.8% of the outstanding Shares.
(b) Mr. Osborne, as sole Manager of the Fund and sole trustee of the
Trust, has sole power to vote, or to direct the voting of, and the sole power to
dispose or to direct the disposition of, the Shares owned by the Fund and the
Trust.
(c) During the past 60 days, the Fund purchased 150,000 Shares in open
market transactions as set forth below:
Approximate Per
Share Price
Date Number of Shares (Excluding Commissions)
----- ---------------- -----------------------
5/2/01 150,000 $1.50
During the past 60 days, the Trust purchased 385,000 Shares in open
market transactions as set forth below:
Approximate Per
Share Price
Date Number of Shares (Excluding Commissions)
----- ---------------- -----------------------
4/12/01 10,000 $1.30
4/20/01 10,000 $1.25
4/24/01 62,000 $1.30
4/24/01 5,000 $1.29
4/25/01 50,000 $1.38
4/26/01 125,000 $1.55
4/27/01 123,000 $1.55
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CUSIP NO. 220317101
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect To Securities of the Issuer.
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Not Applicable.
Item 7. Material to be Filed as Exhibits.
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Exhibit 7.1 General Account Agreement Letter to Kemper
Securities, Inc. (predecessor- in-interest to First
Union) from Turkey Vulture Fund XIII, Ltd.
Exhibit 7.2 General Account Agreement Letter to Everen
Securities, Inc. (predecessor-in- interest to First
Union) from the Richard M. Osborne Trust
Exhibit 7.3 Joint Filing Agreement
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CUSIP NO. 220317101
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: May 10, 2001 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
RICHARD M. OSBORNE TRUST
By: /s/ Richard M. Osborne
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Richard M. Osborne, Trustee
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CUSIP NO. 220317101
Exhibit Index
Exhibit 7.1 General Account Agreement Letter to Kemper
Securities, Inc. (predecessor- in-interest to First
Union) from Turkey Vulture Fund XIII, Ltd.
Exhibit 7.2 General Account Agreement Letter to Everen
Securities, Inc. (predecessor-in- interest to First
Union) from the Richard M. Osborne Trust
Exhibit 7.3 Joint Filing Agreement
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