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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.3)(1)
REXX ENVIRONMENTAL CORPORATION(2)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
76168W 10 7(3)
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(CUSIP Number)
Joseph Greenberger, Esq.
1370 Avenue of the Americas, Suite 2701
New York, NY 10019
(212) 757-4001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 1999
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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 [_].
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1 Initial filing of Michael A. Asch and Amendment No. 3 of Arthur L. Asch.
2 Formerly known as Oak Hill Sportswear Corporation.
3 CUSIP Number when known as Oak Hill Sportswear Corporation was 671365104.
(Continued on following pages)
(Page 1 of 10 pages)
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1 NAME OF REPORTING PERSON
Michael A. Asch
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 76,000
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
76,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
163,333(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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(1) Includes 20,000 Shares held by Reporting Person's wife in which he
disclaims beneficial ownership and 26,000 Shares held by the Reporting Person as
custodian for minor children in which he disclaims beneficial ownership. Also
includes 67,333 Shares underlying options exercisable within 60 days.
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14 TYPE OF REPORTING PERSON
IN
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1 NAME OF REPORTING PERSON
Arthur L. Asch
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 371,051
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
371,051
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
456,051(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%
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14 TYPE OF REPORTING PERSON
IN
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(1) Includes (i) 25,000 Shares owned by the Reporting Person's wife in
which he disclaims beneficial ownership, and (ii) 60,000 Shares underlying
options exercisable within 60 days.
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STATEMENT FOR AMENDMENT NO.3 OF ARTHUR L. ASCH
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Items 2(a-1), 4, 5(a-1), 5(b-1), 5(c-1), 5(d-1), 5(e-1), 6 and 7 hereof are
being filed as the Statement for Amendment No. 3 of Arthur L. Asch.
STATEMENT FOR SCHEDULE 13D OF MICHAEL A. ASCH
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Items 1, 2(a-2), 2(b-2), 2(c-2), 2(d-2), 2(e-2), 3, 4, 5(a-2), 5(b-2),5(c-2),
5(d-2), 5(e-2), 6 and 7 hereof are being filed as the initial Statement of
Michael A. Asch.
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the common
stock (the "Shares") of REXX Environmental Corporation, a New York corporation
(the "Issuer"), whose principal executive office is located at 350 Park Avenue,
New York, New York 10022.
Item 2. Identity and Background.
(1) Arthur L. Asch
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(a-1) Name: Arthur L. Asch, who is a Reporting Person. By reason of the
plan or proposal referred to in Item 4, below, he and the other
Reporting Person, Michael A. Asch, may be deemed members of a group.
(2) Michael A. Asch
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(a-2) Name: Michael A. Asch, who is a Reporting Person. By reason of
the plan or proposal referred to in Item 4, below, he and the other
Reporting Person, Arthur L. Asch, may be deemed members of a group.
(b-2) Business Address: 350 Park Avenue, New York, New York 10022.
(c-2) Present principal occupation: President and Treasurer of Issuer.
(d-2) Convictions in Criminal Proceedings During the Last 5 Years: None.
(e-2) Securities Law-Related Proceedings in Last 5 Years Resulting in
Certain Judgements, Decrees or Orders: None.
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Item 3. Source and Amount of Funds and Other Consideration.
Michael A. Asch, his wife, and said Reporting Person as custodian for minor
children, each received 20,000 Shares (an aggregate of 60,000 Shares) by gift
transfers from Arthur L. Asch on April 26, 1999. Of the remaining 103,333 Shares
reported on herein, 67,333 Shares underly options exercisable within 60 days but
not presently owned, 6,000 Shares were held by Reporting Person as custodian for
minor children, and 30,000 Shares received by previous gift transfers.
Item 4. Purpose of Transaction.
Each Reporting Person intends to review his investment in the Issuer on a
continuing basis and, depending on various factors (including, without
limitation, the Issuer's business affairs and financial position, the price
levels of its common stock, conditions in the securities markets, and general
economic and industry conditions) may in the future take such actions with
respect to his investment in the Issuer as he deems appropriate. Other than with
respect to such sale of the Issuer's operating subsidiary, Watkins Contracting,
Inc., and/or such business combination as may be approved by the Issuer's Board
of Directors, neither Reporting Person has any plan or proposal which relates to
or would result in any of the matters set forth in subparagraphs (a) - (i) of
Item 4 of Schedule 13D or any action similar to those enumerated in said
subparagraphs.
Item 5. Interest in Securities of the Issuer.
(1) Arthur L. Asch
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(a-1) Arthur L. Asch beneficially owns 456,051 Shares, constituting
approximately 18.0% of the Issuer's outstanding shares (based upon
2,467,576 Shares outstanding as of March 9, 1999, as reported by Issuer
in its Form 10K for its fiscal year ended December 31, 1998), inclusive
of 25,000 Shares owned by said Reporting Person's wife, in which he
disclaims beneficial interest, and 60,000 Shares underlying options
which are exercisable within 60 days but not presently owned.
(b-1) Arthur L. Asch has the sole power to vote and dispose of the
Shares presently beneficially owned by him, except for the 25,000
Shares owned by his wife.
(c-1) Arthur L. Asch has not engaged in any transaction in the shares
of Issuer's common stock within the past 60 days, except that he gifted
80,000 Shares on April 26, 1999.
(d-1) No person other than the Reporting Person is known to have the
right to receive, or power to direct the receipt of dividends from, or
to the proceeds from the sale of such Shares, except that his wife has
the right to receive and the power to direct the receipt of dividends
from or to receive the proceeds of 25,000 Shares.
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(e-1) Not applicable.
(2) Michael A. Asch
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(a-2) Michael A. Asch beneficially owns 163,333 Shares of the Issuer,
constituting approximately 6.4% of the Issuer's outstanding Shares
(based upon 2,467,576 Shares outstanding as of March 9, 1999, as
reported by Issuer in its Form 10K for its fiscal year ended December
31, 1998), inclusive of 20,000 Shares owned by his wife, in which he
disclaims beneficial ownership, 26,000 Shares held by him as custodian
for minor children, in which he disclaims beneficial ownership, and
67,333 Shares underlying options exercisable within 60 days but not
presently owned.
(b-2) Michael A. Asch has sole voting and dispositive power over the
Shares he presently beneficially owns, except for the 20,000 Shares
owned by his wife.
(c-2) Michael A. Asch has not engaged in any transaction in the past 60
days, except for receiving gift transfers of 60,000 restricted shares
of common stock, as described in the answer to Item 3 above.
(d-2) No person other than Michael A. Asch is known to have the right
to receive or the power to direct the receipt of dividends from or to
the proceeds from the sale of the Shares referred to in the answer to
Item 5(a-2) above, except that his wife has the right to receive or the
power to direct the receipt of dividends from or to the proceeds of
20,000 Shares, and his two minor children have the right to the
dividends and proceeds from the sale of 26,000 Shares subject to such
dividends and proceeds being held by the Reporting Person as custodian
for such minors.
(e-2) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither Reporting Person has any contract, arrangement, understanding or
relationship with respect to Shares of the Issuer, except as referred to in
Items 4, 5(d-1) and 5(d-2), above.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement, pursuant to Rule 13d-1(k)(1)(iii).
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SIGNATURES
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: May 11, 1999 /s/ Arthur L. Asch
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ARTHUR L. ASCH
Dated: May 11, 1999 /s/ Michael A. Asch
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MICHAEL A. ASCH
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EXHIBIT INDEX
Exhibit No. Description Page No.
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Exhibit 1 Joint Filing Agreement, 10
pursuant to Rule 13d-1(k)(1)(iii)
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) 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 13D dated May 11, 1999 (including
amendments thereto) with respect to the common stock of REXX Environmental
Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
Date: May 11, 1999 /s/ Arthur L. Asch
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ARTHUR L. ASCH
Dated: May 11, 1999 /s/ Michael A. Asch
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MICHAEL A. ASCH
