<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9*)
Oriole Homes Corp.
(Name of Issuer)
Common Stock, Class A, Class B, Par Value
(Title of Class Securities)
686264102 (Class A)
686264201 (Class B)
(Cusip Number)
Andrew J. McLaughlin, Jr.
c/o Loeb Partners Corporation
61 Broadway, N.Y., 10006 (212) 483-7001
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications
February 5, 1999
(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 statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) Note: Six copies of this statement, including all 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 remained 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>
SCHEDULE 13D
CUSIP NO. 686264-20-1 - 686264 - 10 - 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew J. McLaughlin, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
USA
NUMBER OF 7 SOLE VOTING POWER
117,900 Class A Common Shares
SHARES 397,900 Class B Shares,assuming conversion of Class A Common
BENEFICIALLY 8 SHARED VOTING POWER
7,300 Class A Common Shares
OWNED BY 19,000 Class B Shares, assuming conversion of Class A Common
EACH 9 SOLE DISPOSITIVE POWER
117,900 Class A Common Shares
REPORTING 397,900 Class B Shares,assuming conversion of Class A Common
PERSON
WITH 10 SHARED DISPOSITIVE POWER
7,300 Class A Common Shares
19,000 Class B Shares, assuming conversion of Class A Common
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,200 Class A Common Shares 416,900 Class B Shares, assuming
conversion of Class A Common
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Shares - 6.7%
Class B Shares - 14.4
14 TYPE OF REPORTING PERSON*
IN PN
<PAGE>
Item 1. Security and Issuer.
This report relates to the Common Stock, Class A and Class B of Oriole Homes
Corp. Its chief executive officer is Mark A. Levy. The principal executive
offices are located at 1690 South Congress Avenue, Delray Beach, Florida, 33445.
This report reflects the purchase of shares of Class A Common Stock and Class B
Common Stock par value $.10 per share.
Item 2. Identity and Background.
This report is being filed by Andrew J. McLaughlin, Jr. as to (i) shares for
which Andrew J. McLaughlin, Jr. has sole voting or dispositive power; and (ii)
shares for which Andrew J. McLaughlin, Jr. has shared voting or dispositive
power. Andrew J. McLaughlin, Jr. is a registered representative of Loeb Partners
Corporation, a registered broker/dealer, 61 Broadway, New York, New York, 10006.
Andrew J. McLaughlin, Jr. is a United States citizen. He has not, within the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding been 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 violations with respects to
such laws. McLaughlin Family Fund is a partnership comprised of Andrew J.
McLaughlin, Jr. as general partner and his children, nephews, nieces as limited
partners.
Item 3. Source and Amount of Funds or Other Compensation. The shares, the
ownership of which is reported hereby were acquired with personnel, partnership
or trust funds.
Item 4. Purpose of Transaction. The shares, the ownership of which is reported
hereby, were acquired for investment purposes. The reporting persons reserve the
right to acquire additional shares, or to dispose of some or all of their
shares, in accordance with applicable regulations. Mr. McLaughlin may from time
to time discuss with members of the issuer's management various ideas with a
view to enhancing the value of the shares, but he is not presently contemplating
any plans or proposals required to be described in answer to this Item 4.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b). The respective number of shares of the Company's Class A Common
Stock and Class B Common Stock held are:
I. Shares as to which Andrew J. McLaughlin, Jr. has sole voting or
dispositive power.
Number of Shares of Cl. A and Cl. B
Common Stock Beneficial Owner
105,400 Class A Andrew J. McLaughlin, Jr.
245,100 Class B
12,500 Class A McLaughlin Family Fund
34,900 Class B
II. Shares as to which Andrew J. McLaughlin, Jr. has shared voting or
dispositive power.
Number of Shares of Cl. A and Cl. B
Common Stock Beneficial Owner
7,300 Class A Thomas L. Kempner, Irwin D. Rowe, Andrew J.
11,700 Class B McLaughlin, Jr. as Trustees for Loeb Rhoades
Hornblower Profit Sharing Trading for Account
of Andrew J. McLaughlin, Jr.
125,200 (6.7%) Class A
291,700 (10.6%) Class B
Percentages are computed on the basis of 1,864,149 outstanding shares of Class A
Common Stock and 2,761,375 of Class B reported by the Company as of October 20,
1998 in its most recent 10-Q filing. III. Class A shares are convertible at the
rate of one share of Common Stock, Class B for each share. Assuming only
conversion of the 125,200 shares of Class A Common Stock referred to above,
there would have been 2,886,575 Class B Common shares outstanding as of October
20, 1998 and the persons named in this Item 2 would have owned in the aggregate
416,900 shares (14.4% of 2,886,575).
<PAGE>
(c) The following purchaes have been made within the last 60 days.
Security Price # of Shares Trade Date
McLaughlin Family Fund Cl. B Common 2.469 2000 12-29-98
Cl. B Common 2.750 1000 12-21-98
Cl. B Common 2.600 1000 12-18-98
Andrew J. McLaughlin, Jr. Cl. A Common 2.375 17000 01-28-99
Andrew J. McLaughlin, Jr. Cl. B Common 2.000 10000 02-05-99
Cl. B Common 2.000 25000 02-04-99
Cl. B Common 2.250 50000 01-26-99
Cl. B Common 2.438 38000 01-06-99
(d) and (e). Not applicable.
Item 6. Contracts, Arrangement, Understanding or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
Signature
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: February 8, 1999 /s/ Andrew J. McLaughlin, Jr.
------------------------------------------------
Andrew J. McLaughlin, Jr., individually,
as general partner and as trustee
