OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES Expires: December 31, 1997
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
WASHINGTON, D.C. 20549 hours per form .....14.90
---------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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)
June 9, 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) |_|
(b) |_|
- --------------------------------------------------------------------------------
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) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
| 7 SOLE VOTING POWER
|
| 210,375
NUMBER OF |----------------------------------------------------------
SHARES | 8 SHARED VOTING POWER
BENEFICIALLY |
OWNED BY | 31,500
EACH |----------------------------------------------------------
REPORTING | 9 SOLE DISPOSITIVE POWER
PERSON |
WITH | 210,375
|----------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
|
| 31,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,250 shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
- --------------------------------------------------------------------------------
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 210,375 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 434,250 shares of the Issuer's Common
Stock, or approximately 7.64% of the outstanding shares of Common Stock.
(b) Heller has sole voting and dispositive powers over 210,375
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 Amendment No. 1 to
this Schedule 13D:
(i) Transactions by Ronald Heller IRA:
<TABLE>
<CAPTION>
Date Transaction Number of Shares Price per Share ($)
---- ----------- ---------------- -------------------
<S> <C> <C> <C>
03/20/97 Open Market Purchase 20,000 1.03125
04/02/97 Open Market Purchase 7,250 1.277
04/29/97 Open Market Purchase 7,500 1.198
05/06/97 Open Market Purchase 8,500 1.15625
05/09/97 Open Market Purchase 8,500 1.15625
</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: July 7, 1997
/s/ Ronald I. Heller
----------------------
Ronald I. Heller
Page 6 of 6
<PAGE>
