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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. _)*
NEW RETAIL CONCEPTS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
64 82 90 302
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 11, 1997
(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 o.
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 6
<PAGE>
CUSIP No. 64 82 90 302 13D Page 2 of 6 Pages
- ---------------------------- ----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald I. Heller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o
(b)o
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF - See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
158,625
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 31,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 158,625
WITH
10 SHARED DISPOSITIVE POWER
31,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
382,500 shares (See Item 5(a))
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.73%
14 TYPE OF REPORTING PERSON*
IN
*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.
Page 2 of 6
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $.01 par value (the "Common Stock"), of New Retail
Concepts, Inc. (the "Issuer"), a Delaware corporation, whose principal executive
offices are located at 2975 Westchester Avenue, Purchase, New York 10577.
The percentage of beneficial ownership reflected in this
Statement is based upon 5,681,639 shares of Common Stock outstanding on February
14, 1997, which number has been obtained from the Issuer's Quarterly Report on
Form 10-QSB for the fiscal quarter ended December 31, 1996.
Item 2. Identity and Background.
(a) Name: This statement is filed on behalf of Ronald I. Heller
("Heller").
(b) Business Address: Heller has a business address of c/o M.H.
Meyerson & Co., Inc., 525 Washington Boulevard, 34th Floor,
Jersey City, New Jersey 07310.
(c) Principal Business: Heller is principally engaged in the
investment banking business for M.H. Meyerson & Co., Inc.
("Meyerson"), an investment banking firm with its offices at 525
Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310.
(d) During the last five years, Heller has not been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Heller has not been a party to any
civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgment, decree or final
order against him enjoining him from engaging in future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws, except that Heller consented to certain
findings by the Market Surveillance Committee ("MSC") of the
National Association of Securities Dealers ("NASD").
Specifically, effective January 17, 1994, Heller consented to
findings that R.H. Damon & Co., Inc. ("RHD"), an investment
banking firm of which Heller was a principal, distributed shares
of Star Classic, Inc. in violation of certain NASD rules at a
time when RHD acted as one of that public company's common
stock's numerous market makers. While it was noted that such
violations occurred without scienter on Heller's part and that
the transactions in question were made in a negotiated, large
block transaction accomplished through the over-the-counter
market at prices believed by RHD to be the then current market
prices, the MSC stated that RHD was negligent to make such
transactions without first withdrawing from market making
activities for the requisite period of time. It was also found
that certain of RHD's compliance procedures were inadequate and,
although Heller had passed the Series 24 principals' examination,
for a period of time before passing such examination, he served
as the principal supervising RHD's trading. Heller consented to
receiving a $20,000 fine, a two-week suspension from being
associated with an NASD member firm in any capacity and a
two-month suspension from being associated with an NASD member
firm in a principal capacity, which latter suspension ended on
March 17, 1994.
Page 3 of 6
<PAGE>
(f) Heller is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
Heller used personal funds to purchase the securities, as are
described below in Item 5(c).
Item 4. Purpose of Transactions.
Heller has acquired the securities specified in Item 5(c) of this Schedule
13D in order to obtain equity positions in the Issuer for investment purposes.
Heller may acquire or dispose of additional shares of the Issuer depending upon
market conditions. Heller has no present plans which relate to or would result
in: an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries; a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; any material change in the present
capitalization or dividend policy of the Issuer; any other material change in
the Issuer's business or corporate structure; changes in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; causing a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar
to the above.
Item 5. Interest in Securities of the Issuer.
(a) The Ronald I. Heller Individual Retirement Account ("IRA") owns
158,625 shares of Common Stock. Heller and his wife jointly own
31,500 shares of Common Stock. A custodial account opened by
Heller's wife for the benefit of Heller's son owns 192,375 shares
of Common Stock. Although Heller disclaims any voting or
dispositive powers over the shares owned by his son's custodial
account, Heller may be deemed to beneficially own such shares
pursuant to interpretations of the Securities and Exchange
Commission. Accordingly, Heller may be deemed to beneficially own
382,500 shares of the Issuer's Common Stock, or approximately
6.73% of the outstanding shares of Common Stock.
(b) Heller has sole voting and dispositive powers over 158,625 shares
of Common Stock owned by his IRA. Heller's wife has sole voting
and dispositive powers over 192,375 shares of Common Stock held
in her son's custodial account. Heller and his wife share voting
and dispositive powers over the 31,500 shares of Common Stock
held by them jointly.
Page 4 of 6
<PAGE>
(c) The following transactions required the filing of this Schedule 13D:
(i) Transactions by Ronald Heller IRA:
<TABLE>
<CAPTION>
Number Price Per
Date Transaction of Shares Share ($)
---- ----------- ---------- -----------
<S> <C> <C> <C>
02/03/97 .............. Open Market Purchase 12,650 0.80
02/06/97 .............. Open Market Purchase 5,500 0.78125
02/07/97 .............. Open Market Purchase 18,250 1.014
02/11/97 .............. Open Market Purchase 11,250 1.03125
02/11/97 .............. Open Market Purchase 17,000 0.9375
02/20/97 .............. Open Market Purchase 13,000 0.96875
02/21/97 .............. Open Market Purchase 43,400 1.047
02/28/97 .............. Open Market Purchase 19,828 1.03125
03/06/97 .............. Open Market Purchase 17,747 1.03125
(ii) Transactions by Heller and his wife jointly:
Number Price Per
Date Transaction of Shares Share ($)
---- ----------- ---------- -----------
12/29/96 ............. Open Market Purchase 31,500 0.20
(iii) Transactions by Heller's son's Custodial Account:
Number Price Per
Date Transaction of Shares Share ($)
---- ----------- ---------- -----------
04/23/96 ................ Open Market Purchase 134,875 0.28125
06/14/96 ................ Open Market Purchase 50,000 0.29125
01/13/97 ................ Open Market Purchase 7,500 0.25
</TABLE>
(d) Heller's wife has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of 192,375
shares of Common Stock owned by her son's custodial account.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of Issuer.
Not Applicable.
Item 7. Materials to be Filed as Exhibits.
Not Applicable.
Page 5 of 6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, it is certified that the information set forth in this statement is
true, complete and correct.
Dated: March 7, 1997
/s/ Ronald I. Heller
-----------------------
Ronald I. Heller
Page 6 of 6
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