UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
HMG COURTLAND PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
404232-10-1
(CUSIP Number)
GERALD F. ROACH
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
P.O. BOX 2611, RALEIGH, NORTH CAROLINA 27602 (919) 821-6668
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 16, 1998
(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),(f), or (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 ("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).
<PAGE>
CUSIP NO. 404232-10-1
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BARRY STEVEN HALPERIN
###-##-####
- - ------------------------------------------------------------------
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)
N/A
- - ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[X]
- - ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- - ------------------------------------------------------------------
7 SOLE VOTING POWER
54,900
NUMBER OF ______________________________________________
SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY ______________________________________________
OWNED BY 9 SOLE DISPOSITIVE POWER
54,900
EACH REPORTING ______________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- - ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,900
- - ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- - ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
- - ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- - ------------------------------------------------------------------
3
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 18 to the Statement on Schedule
13D (the "Schedule") of the undersigned relates to the Common
Stock of HMG Courtland Properties, Inc., (the "Company"),
whose principal executive offices are located at 2701 South
Bayshore Drive, Coconut Grove, Florida 33133.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule is amended by deleting the
first and second paragraphs thereof and inserting the
following:
This Amendment No. 18 to the Schedule is filed on
behalf of Barry S. Halperin. Barry S. Halperin is a former
Director and President of Empire of Carolina, Inc., a Delaware
corporation ("Empire"), is currently the President of Halco
Industries, Inc., a Massachusetts corporation ("Halco") and is
a citizen of the United States. (Barry S. Halperin and Halco
are sometimes referred to herein as the "Halperin Group".) The
business address of Barry S. Halperin is 2500 North Military
Trail, Boca Raton, Florida 33431.
Amendment No. 15 to the Schedule, filed on behalf of
Maurice A. Halperin, Barry S. Halperin and Halco disclosed
that Maurice A. Halperin no longer had (i) sole or shared
voting power or (ii) sole or shared dispositive power over any
shares of the Company's Common Stock including the shares of
Common Stock held by the Halperin Group. Amendment No. 17 to
the Schedule, filed on behalf of Barry S. Halperin and Halco
disclosed that on June 24, 1998, Halco sold 100% of the Common
Stock it held to the Company in a private transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
There have been no transactions in the Common Stock
by the Halperin Group since the filing of Amendment No. 17.
Amendment No. 15 to the Schedule was filed to (i) disclose
that Maurice A. Halperin no longer had sole or shared
dispositive or voting rights with respect to the Common Stock
of the Company owned by the Halperin Group and accordingly was
no longer the beneficial owner of any shares of the Company's
Common Stock and (ii) disclose a change in the investment
intent of the Halperin Group as reported in Item 4 of
Amendment No. 15.
Amendment No. 17 to the Schedule was filed to
disclose that on June 24, 1998, Halco sold 66,600 shares of
Company Common Stock (constituting 100% of the Company Common
Stock held by Halco) to the Company in a private transaction
for aggregate proceeds of $324,675 or $4.875 per share.
Since the filing of Amendment No. 17 to the Schedule
13D, Barry S. Halperin has sold shares of Common Stock of the
Company in the following transactions:
Price Per
Transaction No. of Share Excluding
Date Type Shares Commissions
---- ---- ------ -----------
11/16/98 Open Market 500 $3.750
11/24/98 Open Market 5,000 $4.500
11/25/98 Open Market 2,500 $4.875
11/27/98 Open Market 1,000 $4.875
11/30/98 Open Market 2,000 $4.875
12/01/98 Open Market 1,000 $4.875
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of such
person's knowledge and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete, and correct.
Dated: December 11, 1998
/s/ Barry S. Halperin
Barry S. Halperin
5
