MITCHELL HUTCHINS ASSET MANAGEMENT INC /NY/
SC 13G/A, 1997-03-27
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<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                        Continental Homes Holding Corp.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                     Common
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    21148C10
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement___.  (A fee
is not required only if the filing 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 five percent or less of such class.) 
(See Rule 13d-7).                                                             


- ----------
*  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 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>   2

                                 SCHEDULE 13G
CUSIP No. 21148C10
- --------------------------------------------------------------------------------
1     Name of Reporting Person
      S.S. or I.R.S. Identification No. of Above Person

      Mitchell Hutchins Asset Management Inc. 
      13-2895752
- --------------------------------------------------------------------------------
2     Check the Appropriate Box If a Member of a Group*                  a.  |_|
                                                                         b.  |_|
- --------------------------------------------------------------------------------
3     SEC Use Only

- --------------------------------------------------------------------------------
4     Citizenship or Place of Organization

      Delaware
- --------------------------------------------------------------------------------
                  5     Sole Voting Power
  Number of       
   Shares               0
Beneficially            --------------------------------------------------------
  Owned By        6     Shared Voting Power     
    Each                                        
  Reporting             143,700
   Person               --------------------------------------------------------
    With          7     Sole Dispositive Power  
                                                         
                        0
                        --------------------------------------------------------
                  8     Shared Dispositive Power
                                                
                        143,700
- --------------------------------------------------------------------------------
9     Aggregate Amount Beneficially Owned by Each Reporting Person

      143,700 (Not to be construed as an admission of beneficial ownership)
- --------------------------------------------------------------------------------
10    Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* |_|


- --------------------------------------------------------------------------------
11    Percent of Class Represented By Amount in Row (9)

      2.05
- --------------------------------------------------------------------------------
12    Type of Reporting Person*

      CO, BD, IA
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


                               Page 2 of 4 pages
<PAGE>   3

Item 1.

     (a)  Name of Issuer:     Continental Homes Holding Corp.

     (b)  Address of Issuer's Principal Executive Offices:

               7001 North Scottsdale Road, Suite 2050
               Scottsdale, AZ  85253

Item 2.

     (a)  Name of Person Filing:                  Mitchell Hutchins Asset 
                                                  Management Inc.

     (b)  Address of Principal Business Office:   1285 Avenue of the Americas
                                                  New York, NY 10019

     (c)  Citizenship:                            Delaware

     (d)  Title of Class Securities:               Common

     (e)  CUSIP Number:                             21148C10

Item 3. If this statement is filed pursuant to Rule 13d- I (b), or 13d-2(b),
        check whether person filing is a:

     (a)  (X)  Broker or Dealer registered under Section 15 of the Act

     (b)  (  ) Bank as defined in Section 3(a)(6)of the Act

     (c)  (  ) Insurance Company as defined in Section 3(a)(I 9) of the Act

     (d)  (  ) Investment Company registered under Section 8 of the Investment
               Company Act

     (e)  (X)  Investment Adviser Registered under Section 203 of the Investment
               Advisers Act of 1940

     (f)  (  ) Employee Benefit Plan, Pension Fund which is subject to the
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment Fund; See ss.240.13d-1(b)(1)(ii)(F)

     (g)  (  ) Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G)

     (h)  (  ) Group, in accordance with ss.240.13d-l(b)(1)(ii)(H)

Item 4. Ownership:

     Mitchell Hutchins Asset Management Inc. ("MHAM") disclaims direct
     beneficial ownership of the securities of Continental Homes Holding Corp.
     reported herein, and the filing of this Schedule 13G shall not be construed
     as an admission that MHAM is the beneficial owner of any Continental Homes
     Holdings Corp. securities.

     (a)  Amount Beneficially Owned:
                         See line item (9) of the cover page.

     (b)  Percent of Class:
                         See line item (I 1) of the cover page.


                                Page 3 of 4 pages
<PAGE>   4

     (c)  Number of Shares as to which such person has.

          (i)  Sole power to vote or to direct the vote:
                    See line item (5) of the cover page.

          (ii) Shared power to vote or to direct the vote:
                    See line item (6) of the cover page.

          (iii) Sole power to dispose or to direct the disposition of.-
                    See line item (7) of the cover page.
          (iv) Shared power to dispose or to direct the disposition of:
                    See line item (8) of the cover page.

Item 5. Ownership of Five Percent or Less of a Class:

     If this statement is being filed to report the fact that as of the date
     hereof the reporting person has ceased to be the beneficial owner of more
     than 5 percent of the class of securities, check the following (X).

Item 6. Ownership of More than Five Percent on Behalf of Another:

     Various persons have the right to receive, or the power to direct the
     receipt of, dividends or proceeds from the sale of securities reported
     herein.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being- Reported on by the Parent Holding Company:

     N/A

Item 8. Identification and Classification of Members of the Group:

     N/A

Item 9. Notice of Dissolution of Group:

     N/A

Item 10. Certification

     By signing below I certify that, to the best of my knowledge and belief,
     the securities referred to above were acquired in the ordinary course of
     business and were not acquired for the purpose of and do not have the
     effect of changing or influencing the control of the issuer of such
     securities and were not acquired in connection with or as a participant in
     any transaction having such purposes or effect.

     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:    March 18, 1997             By:  /s/  Michael Katz
                                         --------------------------------
                                         Michael Katz
                                         Chief Financial Officer & Senior 
                                         Vice President


                                Page 4 of 4 pages




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