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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
CENTRAL REALTY INVESTORS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
154202 105 and 155052 103
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(CUSIP Number)
Randolph H. Fields, Esq.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
111 North Orange Avenue, 20th Floor, Orlando, Florida 32801
(407) 420-1000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 10, 1998
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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(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 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 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 1 of 4 pages
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SCHEDULE 13D
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CUSIP NO. 154202 105 AND 155052 103 Page 2 of 4 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RANDOLPH H. FIELDS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
[ ]
(B)
[ ]
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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 ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
2,102,509
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
2,102,509
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,102,509
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.02%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN.
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 154202 105 AND 155052 103 Page 3 of 4 Pages
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates
consists of the common shares, par value $.10 per share (the "Common Shares"),
of Central Realty Investors, Inc., a Delaware corporation (the "Company"). The
address of the Company's last known principal executive offices was 301 North
Ferncreek Avenue, Orlando, Florida 32803.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Randolph H. Fields.
(b) Randolph H. Fields' business address is 111 North
Orange Avenue, 20th Floor, Orlando, Florida 32801.
(c) Randolph H. Fields' principal occupation is attorney.
(d) Randolph H. Fields has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Randolph H. Fields, has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he 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) Randolph H. Fields is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 2,102,509 Common Shares reported (which shares are held
by Hanover Central, Inc., a Florida corporation of which Randolph H. Fields is
an officer, director and shareholder), 1,355,000 Common Shares are issuable upon
conversion of Central Realty Investors, Inc. debt instruments (aggregating
$135,500 in debt). Hanover Central, Inc. acquired options to purchase said debt
instruments for $3.00. Said options are exercisable for the present value (using
a 7% discount rate) of $58,500 payable on December 31, 2000. The source of the
option payments ($3.00) was personal funds of Randolph H. Fields.
An additional 747,509 Common Shares are subject to an
agreement to purchase which Hanover Central, Inc. can cause to be closed and
consummated at any time on or prior to December 31, 2000, with the aggregate
purchase price payable upon such closing being $7,475 plus interest from January
10, 1998 at five percent (5%) per annum. Hanover Central, Inc. paid $200 as a
deposit in connection with such purchase agreement. The source of said $200 was
personal funds of Randolph H. Fields.
ITEM 4. PURPOSE OF TRANSACTION.
Hanover Central, Inc.'s options and rights to acquire Common
Shares of the Company were acquired and are being held as an investment. Hanover
Central, Inc. does not have any present plans or proposals which relate to or
would result in: (a) the acquisition or disposition by any person of additional
securities of the Company, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, (c) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries, (d) any change, in
the present board of directors or management of the Company (other than that
which has already occurred, to-wit, the appointment of John A. Murphy to the
board of directors of the Company as a replacement for Sean Henneberry who
subsequently resigned), including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board, (e) any
material change in the present capitalization or dividend policy of the Company,
(f) any other material change in the Company's business or corporate structure,
(g) any change in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Company by any person, (h) a class of securities of the Company to be delisted
from a national securities exchange or cease being authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or (j) any action similar to any of those enumerated
above. Notwithstanding the foregoing Hanover Central, Inc. does intend to
encourage the board of directors to pursue any transaction (including a merger
with another company) which would cause the Corporation to be more valuable than
it is at present.
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SCHEDULE 13D
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CUSIP NO. 154202 105 AND 155052 103 Page 4 of 4 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of Common Shares beneficially owned by Randolph
H. Fields by virtue of his being an officer, director and a principal
shareholder of Hanover Central, Inc. is 2,102,509, comprising approximately
47.02% of the outstanding Common Shares. 1,355,000 of these shares are issuable
upon conversion of the Company's convertible debt outstanding which convertible
debt Hanover Central, Inc. has an option to acquire at any time up to December
31, 2000. An additional 747,509 Common Shares are subject to an agreement to
purchase which Hanover Central, Inc. can cause to be closed and consummated at
any time on or prior to December 31, 2000.
(b) Randolph H. Fields and John A. Murphy are the principal
shareholders of Hanover Central, Inc., and as such share voting and dispositive
power with respect to the 2,102,509 shares held by Hanover Central, Inc.
Following is the applicable information required by Item 2 as to John A. Murphy:
(i) John A. Murphy is president of Hanover Central, Inc.; (ii) Mr. Murphy's
business address is c/o Hanover Central, Inc., 111 North Orange Avenue, 20th
Floor, Orlando, Florida 32801; (iii) Mr. Murphy's principal occupation is
consultant; (iv) Mr. Murphy has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors);
(v) Mr. Murphy, has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he 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; and (vi) Mr. Murphy is a citizen of the country of Ireland.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
John A. Murphy and Randolph H. Fields are principal
shareholders of Hanover Central, Inc.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, Hanover Central, Inc. certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 15, 1998 /s/ Randolph H. Fields
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Randolph H. Fields,
