<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
FLORAFAX INTERNATIONAL, INC.
................................................................................
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
................................................................................
(Title of Class of Securities)
339825101
................................................................................
(CUSIP Number)
ANDREW W. WILLIAMS
616 AZALEA LANE
VERO BEACH, FLORIDA 32963
(407) 234-4144
................................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 10, 1996
................................................................................
(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(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
Note: Six copies of this statement, including the exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
Cusip No. 339825101
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
1) Name of reporting persons Andrew W. Williams
S.S. or I.R.S. Identification Nos. of Above Persons SSN: ###-##-####
_________________________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [x]
_________________________________________________________________________________________________
3) SEC Use Only
_________________________________________________________________________________________________
4) Source of Funds
P - Personal Funds of Reporting Person
_________________________________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
_________________________________________________________________________________________________
6) Citizenship or Place of Organization
United States of America
_________________________________________________________________________________________________
Number of (7) Sole Voting Power 785,970
Shares _______________________________________________________________________
Beneficially (8) Shared Voting Power 199,300
Owned by _______________________________________________________________________
Each (9) Sole Dispositive Power 785,970
Reporting _______________________________________________________________________
Person (10) Shared Dispositive Power 199,300
With _______________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person 985,270
_________________________________________________________________________________________________
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
_________________________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 12.00%
_________________________________________________________________________________________________
14) Type of Reporting Person IN - Individual Person
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
1) Names of reporting persons Equity Resource Group
of Indian River County, Inc.
S.S. or I.R.S. Identification Nos. of Above Persons ID No. 65-0197458
_________________________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
_________________________________________________________________________________________________
3) SEC Use Only
_________________________________________________________________________________________________
4) Source of Funds
OF - Other
_________________________________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
_________________________________________________________________________________________________
6) Citizenship or Place of Organization
Florida
_________________________________________________________________________________________________
Number of (7) Sole Voting Power 551,660
Shares _______________________________________________________________________
Beneficially (8) Shared Voting Power 0
Owned by _______________________________________________________________________
Each (9) Sole Dispositive Power 551,660
Reporting _______________________________________________________________________
Person (10) Shared Dispositive Power 0
With _______________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person 551,660
_________________________________________________________________________________________________
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
_________________________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 6.72%
_________________________________________________________________________________________________
14) Type of Reporting Person CO - Corporation
</TABLE>
<PAGE> 4
This Statement on Schedule 13D is jointly filed by Andrew W. Williams
and Equity Resource Group of Indian River County, Inc. (together, the
"Reporting Persons").
Item 1. Security and Issuer.
This Statement relates to the common stock (the "Common Stock"), par
value $.01 per share, of Florafax International, Inc. (the "Company"). The
address of the principal executive offices of the Company is 8075 20th Street,
Vero Beach, Florida, 32966.
Item 2. Identity and Background.
(a) This Statement is being filed jointly for Equity Resource
Group of Indian River County, Inc., ("Equity"), and its president, sole
director and majority owner Andrew W. Williams.
(b) (i) The address and principal office of Equity is 616
Azalea, Lane, Vero Beach, Florida, 32963.
(ii) Mr. Williams' address is 616 Azalea Lane, Vero Beach,
Florida, 32963.
(c) (i) Equity's principal business is investments.
(ii) Mr. Williams is a Certified Public Accountant in
private practice.
(d) During the past five years, neither of the Reporting Persons
has been convicted in a criminal proceeding.
(e) During the past five years, neither of the Reporting Persons
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which 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.
(f) (i) Equity is a Florida corporation.
(ii) Mr. Williams is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used by Equity to purchase the securities of the
Company were obtained via a $500,000 loan to Equity. Equity pledged 524,470
shares of common stock of the Company as collateral for the loan. The source of
funds used by Mr. Williams to purchase the securities of the Company was
personal funds.
Item 4. Purpose of Transaction.
Both of the Reporting Persons acquired the securities of the Company
for investment purposes. Each of the Reporting Persons may acquire or dispose
of securities of the Company, including shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
the evaluation of the performance and prospects of the Company by the Reporting
Persons and upon other developments and circumstances, including, but not
limited to general economic and business conditions and stock market
conditions.
<PAGE> 5
Item 5. Interest in Securities of the Issuer.
As of September 20, 1996, the Reporting Persons beneficially owned, in
the aggregate, 985,270 shares of Common Stock of the Company, held as follows:
<TABLE>
Name of Record Holder Number of Shares
--------------------- ----------------
<S> <C>
Andrew W. Williams, Individually 40,000
Andrew W. and Robin W. Williams (JTWROS) 199,300
Andrew W. Williams, as custodian for Theodore J. 2,160
Williams, his minor son
Andrew W. Williams, unexercised option 18,750*
Andrew W. Williams, individually IRA Acct. 96,400
Equity Resource Group of Indian River County, Inc. 524,470
Equity Resource Group of Indian River County, Inc.
unconverted warrants 27,190
Confidential Investment Services, Inc., of which
Mr. Williams is the sole shareholder 77,000
985,270
=======
</TABLE>
*This represents 25% of 75,000 unexercised options, which are exercisable
within 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit "A". Agreement of Joint Filing
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 3, 1996
Equity Resource Group of Indian River
County, Inc.
/s/ Andrew W. Williams /s/ Andrew W. Williams
- -------------------------------- -----------------------------
Andrew W. Williams, President Andrew W. Williams
<PAGE> 7
Exhibit "A"
Agreement of Joint Filing
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons of a Statement on Schedule 13D or any amendments
thereto, with respect to the Common Stock of Florafax International, Inc. and
that this Agreement be included as an Exhibit to such filing.
The undersigned hereby execute this Agreement as of the 3rd day of
October, 1996.
/s/ Andrew W. Williams
-------------------------------------
Andrew W. Williams
Equity Resource Group of Indian River
County, Inc.
/s/ Andrew W. Williams
-------------------------------------
Andrew W. Williams, President
<PAGE> 8
Pursuant to Regulation S-T, Section 232.101(a)(2)(ii), the information
contained in the original 13D filed by Mr. Williams on December 6, 1990 and the
first amendment thereto filed on May 10, 1993 is restated below:
<TABLE>
<CAPTION>
<S> <C>
1) Name of reporting persons Andrew W. Williams
S.S. or I.R.S. Identification Nos. of Above Persons SSN: ###-##-####
_________________________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [x]
_________________________________________________________________________________________________
3) SEC Use Only
_________________________________________________________________________________________________
4) Source of Funds
P - Personal Funds of Reporting Person
_________________________________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
_________________________________________________________________________________________________
6) Citizenship or Place of Organization
State of Florida, USA
_________________________________________________________________________________________________
Number of (7) Sole Voting Power 350,700 shares
Shares _______________________________________________________________________
Beneficially (8) Shared Voting Power 350,700 shares
Owned by _______________________________________________________________________
Each (9) Sole Dispositive Power 350,700 shares
Reporting _______________________________________________________________________
Person (10) Shared Dispositive Power 350,700 shares
With _______________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 350,700
_________________________________________________________________________________________________
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
_________________________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 6.8%
_________________________________________________________________________________________________
14) Type of Reporting Person IN - Individual Person
</TABLE>
<PAGE> 9
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, par value $.01 per
share. Florafax International, Inc.'s principle executive offices are located
at 4175 South Memorial, Tulsa, Oklahoma 74105.
Item 2. Identity and Background.
(a) This Statement is being filed on behalf of Andrew W.
Williams.
(b) Mr. Williams' address is 616 Azalea Lane, Vero Beach,
Florida, 32963.
(c) Mr. Williams is a Certified Public Accountant in
private practice and is a director of Florafax
International, Inc.
(d) During the past five years, Mr. Williams has not been
convicted in a criminal proceeding.
(e) During the past five years, Mr. Williams has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of which 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.
(f) Mr. Williams is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment relates to the purchase of 60,700 shares of
Common Stock of Florafax International, Inc. in the open market by Mr.
Williams with his personal funds, and 55,000 shares by Equity Resources Group of
Indian River County, Inc., a corporation which Mr. Williams is president and
majority shareholder, out of its working capital.
Item 4. Purpose of Transaction.
During November, 1990, Mr. Williams acquired 60,700 shares of
Common Stock of Florafax in the open market. The purpose of these investments
for Mr. Williams is to invest an amount substantially equal to the amount of
director's fees which Mr. Williams has received from Florafax in the past in
Common Stock of the Company. Equity Resources Group acquired 55,000 shares for
investment purposes.
In addition, during November, 1990, 80,000 shares owned of
record by CIS, Ltd., a limited partnership in which Mr. Williams is a general
partner, was transferred to Mr. Williams and his wife in joint tenancy with
right of survivorship, and 96,400 shares owned by Mr. Williams and his wife in
joint tenancy, with right of survivorship was transferred to Mr. Williams' IRA
account. These changes in record ownership did not result in any change in
beneficial ownership.
<PAGE> 10
Item 5. Interest in Securities of the Issuer.
As of December 5, 1990, Mr. Williams owned beneficially in the
aggregate 350,700 shares of Common Stock of Florafax, held as follows:
<TABLE>
<CAPTION>
Name of Record Holder Number of Shares
--------------------- ----------------
<S> <C>
Andrew W. Williams, IRA Acct. 96,400
Andrew W. and Robin W. Williams (JTWROS) 199,300
Equity Resource Group of Indian River County, Inc. 55,000
350,700
=======
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C>
1) Name of reporting persons Andrew W. Williams
S.S. or I.R.S. Identification Nos. of Above Persons SSN: ###-##-####
_________________________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [x]
_________________________________________________________________________________________________
3) SEC Use Only
_________________________________________________________________________________________________
4) Source of Funds
P - Personal Funds of Reporting Person
_________________________________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
_________________________________________________________________________________________________
6) Citizenship or Place of Organization
United States of America
_________________________________________________________________________________________________
Number of (7) Sole Voting Power 661,400
Shares _______________________________________________________________________
Beneficially (8) Shared Voting Power 199,300
Owned by _______________________________________________________________________
Each (9) Sole Dispositive Power 661,400
Reporting _______________________________________________________________________
Person (10) Shared Dispositive Power 199,300
With _______________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person 860,700
_________________________________________________________________________________________________
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
_________________________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 16.3%
_________________________________________________________________________________________________
14) Type of Reporting Person IN - Individual Person
</TABLE>
<PAGE> 12
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, par value
$.01 per share. Florafax International, Inc.'s principal executive offices are
located at 4175 South Memorial Tulsa, Oklahoma, 74105.
Item 2. Identity and Background.
(a) This Statement is being filed on behalf of Andrew W.
Williams.
(b) Mr. Williams' address is 616 Azalea Lane, Vero Beach,
Florida, 32963.
(c) Mr. Williams is a Certified Public Accountant in
private practice and is a director and Chief
Executive Officer of Florafax International, Inc.
(d) During the past five years, Mr. Williams has not been
convicted in a criminal proceeding.
(e) During the past five years, Mr. Williams has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of which was 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.
(f) Mr. Williams is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment relates to the purchase of 100,000 shares of
Common Stock of Florafax International, Inc. pursuant to an option granted to
Mr. Williams as a director of Florafax International, Inc. with his personal
funds, and 400,000 shares by Equity Resources Group of Indian River County,
Inc., a corporation which Mr. Williams is president and majority shareholder,
out of its working capital from Service Corporation Incorporated.
Item 4. Purpose of Transaction.
During April, 1993, Confidential Investment Services, Inc.
acquired 100,000 shares of Common Stock of Florafax International, Inc.
pursuant to certain director options granted to Mr. Williams. The purpose of
these investments is to invest an amount substantially equal to the amount of
director's fees which Mr. Williams has received from Florafax International,
Inc. in the past in Common Stock of the Company. Equity Resources Group
acquired 400,000 shares for investment purposes.
<PAGE> 13
Item 5. Interest in Securities of the Issuer.
As of April 30, 1993, Mr. Williams owned beneficially in the
aggregate 860,700 shares of Common Stock of Florafax International, Inc., held
as follows:
<TABLE>
Name of Record Holder Number of Shares
--------------------- ----------------
<S> <C>
Andrew W. and Robin W. Williams (JTWROS) 199,300
Andrew W. Williams, unexercised option 10,000
Andrew W. Williams, individually IRA Acct. 96,400
Equity Resource Group of Indian River County, Inc. 455,000
Confidential Investment Services, Inc. 100,000
860,700
=======
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
