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OMB NUMBER 3235-0145
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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. )*
JB OXFORD HOLDINGS, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
Not Applicable
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(CUSIP Number)
Robert T. Tucker, Esq. with a copy to:
61 Purchase Street James W. Loss, Esq.
Rye, NY 10580 Riordan & McKinzie
(914) 967-8105 695 Town Center Drive, Suite 1500
Costa Mesa, California 92626
(714) 433-2626
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 16, 1996
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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 the statement [x]. (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 copes 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).
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SCHEDULE 13D
CUSIP No. Not Applicable Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Arabella, S.A.
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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*
WC
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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
Luxembourg
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7 SOLE VOTING POWER
462,000
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NUMBER OF SHARES 8 SHARED VOTING POWER
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BENEFICIALLY OWNED
-0-
BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
462,000
WITH
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
462,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
OO (See Item 2)
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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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Item 1. Security and Issuer.
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This Schedule 13D (this "Schedule") relates to the purchase of 462,000
shares of common stock, $.01 par value per share, (the "Securities"), of JB
Oxford Holdings, Inc., a Utah corporation (the "Issuer"), having its principal
executive offices at 9665 Wilshire Boulevard, Suite 300, Beverly Hills,
California 90212.
Item 2. Identity and Background.
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This Schedule is filed on behalf of Arabella, S.A., a Luxembourg
corporation (the "Purchaser"). Purchaser is an investment company with its
principal address at RCB49756 35, rue Glesener, L - 1631 Luxembourg.
During the last five years the Purchaser has neither been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors)
nor been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Item 3. Source and Amount of Funds or Other Consideration.
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The Securities were acquired by Purchaser through a series of
open-market transactions on May 16, 1996. The purchase price paid for the
Securities was $1,557,003.10 (the "Purchase Price"), all of which was paid out
of Purchaser's own working capital. No part of the Purchase Price was
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the Securities.
Item 4. Purpose of Transaction.
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The Purchaser has acquired the Securities solely for investment
purposes and not for the purpose of changing or influencing the control of the
Issuer.
The Purchaser presently has no plans or proposals which relate to or
would result in:
(a) The acquisition of additional securities, or disposition of
securities, of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c) The sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or any actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing any 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 of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any similar action to any of those enumerated above.
The Purchaser intends to continually review the Issuer's business
affairs and financial position, as well as conditions in the securities markets
and general economic and industry conditions. Based on such evaluation and
review, the Purchaser will continue to consider various alternative courses of
action and will in the future take such actions with respect to the Issuer as
it deems appropriate in light of the circumstances existing from time to time.
Such actions may include, but are not limited to, purchasing additional
securities, including Common Stock of the Issuer, either in the open market or
in privately negotiated transactions, or selling the Securities, either in the
open market or in privately negotiated transactions. The foregoing actions may
be taken by the Purchaser alone or with other persons.
Item 5. Interest in Securities of The Issuer.
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(a) As of February 29, 1996 there were 8,655,205 shares of the
Issuer's Common Stock outstanding, which is the number of outstanding shares
reported by the Issuer on its annual report on Form 10-K, for the year ended
December 31, 1995 (the "Form 10-K"). Based on the Form 10-K, the Purchaser is
currently the beneficial owner of 462,000 shares, or 5.3% of the outstanding
Common Stock of the Issuer.
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(b) Purchaser has both sole voting and dispositive power over the
Securities.
(c) Other than the purchases of the Securities described in Item 3
herein, no other transactions by the Purchaser with respect to the Securities
were effected during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of The Issuer.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
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Exhibit 24 Power of Attorney.
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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.
Dated: May 24, 1996
ARABELLA, S.A.
a Luxembourg corporation
By: /s/ ROBERT T. TUCKER
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Robert T. Tucker
Attorney-in-fact
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EXHIBIT 24
POWER OF ATTORNEY
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Know all men by these presents:
Arabella, S.A., a Corporation duly incorporated under the laws of
Luxembourg corporation with its principal address at RCB49756 35, rue Glesener,
L-1631 Luxembourg, does hereby appoint Robert T. Tucker as its Attorney-in-fact
with respect to the matters hereinafter set forth:
1. To execute as Attorney-in-fact, on its behalf a certain Schedule
13D relating to JB Oxford Holdings, Inc. which Schedule 13D is to be
filed with the Securities and Exchange Commission, Washington, D.C.;
2. To take any and all actions which said Attorney-in-fact deems
reasonable or necessary in connection with the foregoing; and
3. To do all of the foregoing as fully and effectually as it could do
itself.
This Power of Attorney should continue in full force until revoked by
Arabella, S.A.
IN WITNESS WHEREOF, Arabella, S.A. has caused this Power of Attorney to
be signed by its duly authorized officer, and sealed with the corporate seal
this 24th day of May, 1996.
Arabella, S.A.
by: /s/ ALFRED WIEDEIKHER
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Maitre Alfred Wiedeikher
Director
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