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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
PHILIPS INTERNATIONAL REALTY CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
718333 10 7
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/_/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/X/ Rule 13d-1(d)
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SCHEDULE 13G
CUSIP NO. 718333 10 7
1. NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Philips Group
Philip Pilevsky
Sheila Levine
Merrick Holiday Corp.
Palm Mile Corp.
Fred Pilevsky
Allen Pilevsky
Philips Freeport Development Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,334,118
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 2,334,118
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,334,118
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* /_/
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.03%
12. TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
Philips International Realty Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
417 Fifth Avenue, New York, NY 10016
Item 2(a). Name of Person Filing:
The Philips Group
Item 2(b). Address of Principal Business Office:
417 Fifth Avenue, New York, NY 10016
Item 2(c). Citizenship:
Each member of The Philips Group is a citizen of the United
States.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
718333 10 7
Item 3. Type of Reporting Person:
Not applicable.
Item 4. Ownership as of December 31, 1998:
(a) Amount beneficially owned:
2,334,118
(b) Percent of class:
25.03%
(c) Number of shares to which such person has:
(i) sole power to vote or direct vote:
0
(ii) shared power to vote or direct vote:
2,334,118
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(iii) sole power to dispose or to direct the disposition
of:
0
(iv) shared power to dispose or direct the disposition
of:
2,334,118
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: February 16, 1999 /s/ Philip Pilevsky
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Philip Pilevsky
Chairman of the Board and Chief
Executive Officer
Dated: February 16, 1999 /s/ Sheila Levine
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Sheila Levine
Chief Operating Officer, Executive
Vice President, Secretary and
Director
Dated: February 16, 1999 /s/ Fred Pilevsky
--------------------------------
Fred Pilevsky
Dated: February 16, 1999 /s/ Allen Pilevsky
--------------------------------
Allen Pilevsky
Dated: February 16, 1999 Merrick Holiday Corp.
By: /s/ Philip Pilevsky
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Philip Pilevsky
Chief Executive Officer
Dated: February 16, 1999 Palm Mile Corp.
By: /s/ Sheila Levine
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Sheila Levine
Chief Executive Officer
Dated: February 16, 1999 Philips Freeport Development Corp.
By: /s/ Allen Pilevsky
-----------------------------
Allen Pilevsky
Chief Executive Officer
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Exhibit A
THE PHILIPS GROUP
NUMBER OF SHARES
NAME BENEFICIALLY OWNED*
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Philip Pilevsky 1,964,986
Sheila Levine 173,258
Merrick Holiday Corp. 569
Palm Mile Corp. 58,425
Fred Pilevsky 38,090
Allen Pilevsky 96,943
Philips Freeport Development Corp. 1,847
TOTAL 2,334,118
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* Includes limited partnership units redeemable for shares of Common
Stock and vested options outstanding to purchase shares of Common
Stock.
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Exhibit B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13G (including amendments thereto) with
respect to the common stock, par value $0.01 per share, of Philips International
Realty Corp.
Dated: February 16, 1999 /s/ Philip Pilevsky
--------------------------------
Philip Pilevsky
Chairman of the Board and Chief
Executive Officer
Dated: February 16, 1999 /s/ Sheila Levine
--------------------------------
Sheila Levine
Chief Operating Officer, Executive
Vice President, Secretary and
Director
Dated: February 16, 1999 /s/ Fred Pilevsky
--------------------------------
Fred Pilevsky
Dated: February 16, 1999 /s/ Allen Pilevsky
--------------------------------
Allen Pilevsky
Dated: February 16, 1999 Merrick Holiday Corp.
By: /s/ Philip Pilevsky
-----------------------------
Philip Pilevsky
Chief Executive Officer
Dated: February 16, 1999 Palm Mile Corp.
By: /s/ Sheila Levine
-----------------------------
Sheila Levine
Chief Executive Officer
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Dated: February 16, 1999 Philips Freeport Development Corp.
By: /s/ Allen Pilevsky
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Allen Pilevsky
Chief Executive Officer
