<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
M/I SCHOTTENSTEIN HOMES, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- ------------------------------------------------------------------------------
(Title of Class of Securities)
55305B-10-1
------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 7 Pages
<PAGE>
CUSIP NO. 55305B-10-1 13G PAGE 2 OF 7 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Members of the Irving E. Schottenstein family and trusts for the
benefit of members of such family are filing this Amendment No. 2 to Schedule
13G as a group. The members of the group are Irving E. Schottenstein, Robert
H. Schottenstein, Steven Schottenstein, Gary L. Schottenstein, Linda S.
Fisher and certain trusts for the benefit of such members and/or their
families.
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
---
(b) ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
2,779,400
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
2,779,400
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,779,400
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Page 2 of 7 Pages
<PAGE>
ITEM 1(a). NAME OF ISSUER.
M/I Schottenstein Homes, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
3 Easton Oval
Columbus, Ohio 43219
ITEM 2(a). NAME OF PERSON FILING.
Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), members of the Irving E. Schottenstein family and trusts for
the benefit of members of such family are filing this Amendment No. 2 to
Schedule 13G as a group.
The individual members of the group on behalf of whom this Amendment
No. 2 to Schedule 13G is being filed consist of:
Irving E. Schottenstein, individually and as trustee of trusts for the benefit
of his lineal descendants
Robert H. Schottenstein, individually and as trustee of trusts for the benefit
of his minor children
Steven Schottenstein, individually and as trustee of trusts for the benefit of
his minor children
Gary L. Schottenstein, individually and as trustee of trusts for the benefit of
his minor children
Linda S. Fisher, individually and as trustee of trusts for the benefit of her
minor children
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
c/o Irving E. Schottenstein
3 Easton Oval
Columbus, Ohio 43219
ITEM 2(c). CITIZENSHIP.
United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value
ITEM 2(e). CUSIP NUMBER.
55305B-10-1
Page 3 of 7 Pages
<PAGE>
ITEM 3.
Not Applicable
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 2,779,400 shares of Common Stock as
of December 31, 1998 (1)
(b) Percent of class: 31.5% as of December 31, 1998 (1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,779,400 as of December 31, 1998 (1)
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the disposition of:
2,779,400 as of December 31, 1998 (1)
(iv) Shared power to dispose or to direct the disposition of:
None
____________________
(1) The following information is provided as of December 31, 1998.
As of such date, 2,678,300 of such shares are beneficially owned by Irving E.
Schottenstein. Irving E. Schottenstein is the trustee of (i) the Irving and
Frankie Schottenstein Trust which holds 478,300 shares (5.4%), and (ii) the
Steven Schottenstein Descendants Trust which holds 54,800 shares (0.6%), and
exercises all rights with regard to such shares. Irving E. Schottenstein is
also the trustee, pursuant to trust agreements dated August 1986, as amended,
of trusts for the benefit of his four children: Robert H. Schottenstein
(550,000 shares) (6.2%), Steven Schottenstein (495,200 shares) (5.6%), Gary
L. Schottenstein (550,000 shares) (6.2%) and Linda S. Fisher (550,000 shares)
(6.2%). As trustee, Mr. Schottenstein is empowered to exercise all rights
with regard to such shares, revoke each trust, and with the agreement of each
beneficiary, amend each trust.
This amount also includes: 34,000 shares (0.4%) beneficially owned
by Robert H. Schottenstein; 34,000 shares (0.4%) beneficially owned by Steven
Schottenstein; 13,800 shares (0.2%) beneficially owned by Gary L.
Schottenstein; and 19,300 shares (0.2%) beneficially owned by Linda S. Fisher.
Each of the undersigned disclaims beneficial ownership of the
shares of Common Stock owned by the other members of his or her family and
this filing shall not be an admission that any of the undersigned is, for
purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner
of any such shares of another of the undersigned.
Page 4 of 7 Pages
<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 five percent of the class of securities, check the following. / /
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
In lieu of a separate exhibit, please see Item 2(a).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
Not Applicable
Page 5 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.*
Dated: February 12, 1999
/s/ Irving E. Schottenstein
- -----------------------------------
Irving E. Schottenstein
individually and as trustee
By: /s/ Irving E. Schottenstein
--------------------------------
Name: Irving E. Schottenstein
Attorney-in-Fact for the
Following Persons:
Robert H. Schottenstein
individually and as trustee
Steven Schottenstein
individually and as trustee
Linda S. Fisher
individually and as trustee
/s/ Gary L. Schottenstein
- -----------------------------------
Gary L. Schottenstein
individually and as trustee
- -----------------------------------
* In accordance with Rule 13d-1(k)(1)(iii) of Regulation 13D-G of
the General Rules and Regulations under the Exchange Act, this Amendment No.
2 to the Schedule 13G filed on August 13, 1997 (as amended by Amendment No. 1
filed on October 17, 1997, the "Schedule 13G") with the Securities and
Exchange Commission on behalf of the above listed parties, is filed pursuant
to an agreement among the above listed parties, which is attached hereto as
EXHIBIT A. The Powers of Attorney authorizing Irving E. Schottenstein to act
on behalf of each of the above listed parties (other than Gary L.
Schottenstein) are attached to the Schedule 13G.
Page 6 of 7 Pages
<PAGE>
EXHIBIT A
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the Amendment No. 2 to Schedule 13G, as amended by
Amendment No. 1, to which this EXHIBIT A is attached is filed on behalf of
each of the undersigned.
Dated: February 12, 1999
/s/ Irving E. Schottenstein
- -----------------------------------
Irving E. Schottenstein
individually and as trustee
By: /s/ Irving E. Schottenstein
- -----------------------------------
Name: Irving E. Schottenstein**
Attorney-in-Fact for the
Following Persons:
Robert H. Schottenstein
individually and as trustee
Steven Schottenstein
individually and as trustee
Linda S. Fisher
individually and as trustee
/s/ Gary L. Schottenstein
- -----------------------------------
Gary L. Schottenstein
individually and as trustee
- -----------------------------------
** The Powers of Attorney authorizing Irving E. Schottenstein to act
on behalf of each of the above listed parties (other than Gary L. Schottenstein)
are attached to the Schedule 13G.
Page 7 of 7 Pages
