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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JB OXFORD HOLDINGS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
46610710
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(CUSIP Number)
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Mitchell S.T. Wine
Hareton Sales & Marketing Inc.
47 Valleybrook Drive
Don Mills, Ontario
M3B2S6 Canada
(416)445-8130
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 4, 1999
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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 / /.
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).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP No. 46610710 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Hareton Sales & Marketing Inc.
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
OO
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(5) Check 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
Canada
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Number of Shares (7) Sole Voting
Beneficially Owned Power 98,100
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power --
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(9) Sole Dispositive
Power 98,100
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(10) Shared Dispositive
Power --
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
98,100
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
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(13) Percent of Class Represented by Amount in Row (11)
1%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 46610710 13D Page 3 of 6 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Mitchell S.T. Wine
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check 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
Canada
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Number of Shares (7) Sole Voting
Beneficially Owned Power 60,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power --
--------------------------------------------------
(9) Sole Dispositive
Power 60,000
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(10) Shared Dispositive
Power --
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
60,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.05%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
FOR
HARETON SALES & MARKETING, INC.
AND
MITCHELL S.T. WINE
ITEM 1. SECURITY AND ISSUER
Securities: Common Stock (the "Common Stock")
Issuer: JB Oxford Holdings, Inc. ("JB Holdings")
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of Hareton Sales & Marketing,
Inc., a Canadian corporation ("Hareton") and Mitchell S.T. Wine, an
individual ("Mr. Wine"). Hareton is an investment and holding company.
Mr. Wine, a citizen of Canada, is a director and vice president of Hareton,
and exercises voting and investment decisions on behalf of Hareton with
regard to the Common Stock. Mr. Wine's business address, and the address of
Hareton's principal office, is 47 Valleybrook Drive, Don Mills, Ontario,
M3B2S6 Canada.
During the last five years, neither Hareton nor Mr. Wine has been
either convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body which resulted in either
Hareton or Mr. Wine being 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
Hareton acquired 718,021 shares of the Common Stock as a result of
the conversion of a 9% Secured Convertible Note (the "Note") issued by the
Company to Hareton on March 10, 1995. At the time of conversion, the
aggregate amount of principal and interest outstanding under the Note was
$502,615, all of which was converted into Common Stock, and the conversion
price per share of Common Stock was $0.70.
ITEM 4. PURPOSE OF TRANSACTION
Hareton acquired the Common Stock through conversion of the Note in
order to sell such stock as part of a plan to reduce its investment in JB
Holdings.
Neither Hareton nor Mr. Wine currently has any plans or proposals
which relate to, or may result in:
(a) The acquisition of additional securities, or disposition of
securities, of JB Holdings;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving JB Holdings or any
of its subsidiaries;
(c) The sale or transfer of a material amount of assets of JB
Holdings or any of its subsidiaries;
(d) Any change in the present board of directors or management of
JB Holdings, 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 JB Holdings;
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(f) Any other material change in JB Holdings' business or corporate
structure;
(g) Changes in JB Holdings' charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of JB Holdings by any person;
(h) Causing any class of securities of JB Holdings 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;
(i) A class of equity securities of JB Holdings becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any similar action to any of those enumerated above.
Hareton and Mr. Wine intend to continually review JB Holdings'
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, Hareton and Mr. Wine will continue to consider
various alternative courses of action and will in the future take such actions
with respect to JB Holdings as they deem appropriate in light of the
circumstances existing from time to time. Such actions may include, but are
not limited to, purchasing or selling Common Stock, either in the open market
or in privately negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Hareton is the beneficial owner of 98,100 shares of Common Stock.
Hareton is therefore deemed to beneficially own 1% of the Common Stock
outstanding. Hareton has sole power to vote and dispose of all of these
98,100 shares of Common Stock. In January 1999, Hareton sold 171,200 shares
of Common Stock, at an average price of $2.62 per share, effected on the
Nasdaq SmallCap Market. In February 1999, Hareton sold 768,721 shares of
Common Stock, at an average price of $8.11 per share, effected on the Nasdaq
SmallCap Market.
Mr. Wine has the right to acquire 60,000 shares of Common Stock
through the exercise of stock options. Mr. Wine is therefore deemed to
beneficially own 0.05% of the Common Stock outstanding. Mr. Wine has sole
power to vote and dispose of all of these 60,000 shares of Common Stock.
As of February 19, 1999, Hareton and Mr. Wine, as a "group," ceased
to be the beneficial owner of more than 5 percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Wine is a director and vice president of Hareton, and exercises
voting and investment decisions on behalf of Hareton with regard to the
Common Stock owned by Hareton.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Joint Filing Agreement
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.
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HARETON SALES & MARKETING, a Canadian corporation
Date: March 10, 1999 By: /s/ Mitchell S.T. Wine
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Mitchell S.T. Wine, Vice President
Date: March 10, 1999 By: /s/ Mitchell S.T. Wine
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Mitchell S.T. Wine, in his individual
capacity
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EXHIBIT A
Joint Filing Agreement
Hareton Sales & Marketing, Inc., a Canadian corporation, and Mitchell
S.T. Wine, hereby agree that the Schedule 13D signed by each of them on
March 10, 1999, and to be filed with the Securities and Exchange Commission,
shall be filed on behalf of each of them, and each of them hereby consents
to such joint filing.
Dated: March 10, 1999
HARETON SALES & MARKETING, INC.,
a Canadian corporation
By: /s/ Mitchell S.T. Wine
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Mitchell S.T. Wine, Vice President
/s/ Mitchell S.T. Wine
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Mitchell S.T. Wine, in his
individual capacity
