UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 13)
HILCOAST DEVELOPMENT CORP.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
431313-10-5
(CUSIP Number)
Gerald F. Roach
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
P.O. Box 2611, Raleigh, North Carolina 27602 (919) 821-1220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 1996
(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 [_]. (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 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 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice Abraham Halperin
###-##-####
- - -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- - -------------------------------------------------------------------
3 SEC USE ONLY
- - -------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- - -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[X]
- - -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- - -------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF _______________________________________________
SHARES 8 SHARED VOTING POWER
585,032
BENEFICIALLY _______________________________________________
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH REPORTING _______________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
585,032
- - ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,032
- - ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- - ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
- - ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - ---------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry Steven Halperin
###-##-####
- - -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- - -------------------------------------------------------------------
3 SEC USE ONLY
- - -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- - -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[X]
- - -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- - -------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF _______________________________________________
SHARES 8 SHARED VOTING POWER
585,032
BENEFICIALLY _______________________________________________
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH REPORTING _______________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
585,032
- - ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
585,032
- - ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- - ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
- - ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - ---------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 13 to the Statement on Schedule 13D (the "Schedule")
of the undersigned relates to the Common Stock, par value $.10 per share, of
Hilcoast Development Corp., a Delaware corporation (the "Company"), whose
principal executive offices are located at 19146 Lyons Road, Boca Raton, Florida
33434.
Item 2. Identity and Background.
This Amendment No. 13 to the Schedule is filed on behalf of Maurice A.
Halperin and Barry S. Halperin (collectively, the "Stockholders"). Maurice A.
Halperin is the former Chairman of the Board and Chief Executive Officer of
Empire of Carolina, Inc., a Delaware corporation ("Empire"), and is retired.
Barry S. Halperin is a former Director and President of Empire and is currently
the President of a private Massachusetts corporation which he controls, Halco
Industries, Inc. ("Halco"). The Stockholders are citizens of the United States
and their business address is 2500 North Military Trail, Boca Raton, Florida
33431.
In October 1991, the Securities and Exchange Commission filed a
complaint in the United States District Court for the District of Columbia
alleging certain violations of the federal securities laws by Maurice A.
Halperin, Barry S. Halperin, and Halco in connection with transactions in the
common stock of HMG Courtland Properties, Inc., a real estate investment trust.
Without admitting or denying the complaint's allegations, and simultaneously
with the filing of the complaint, Maurice A. Halperin, Barry S. Halperin, and
Halco consented to the entry of permanent injunctions against future violations
of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rules 12b-20 and 13d-2 promulgated thereunder. Barry S. Halperin consented to
the entry of a permanent injunction against future violations of Section 16(a)
of the Exchange Act and Rule 16a-3 promulgated thereunder. Maurice A. Halperin,
Barry S. Halperin, and Halco consented to entries of orders requiring them to
pay civil monetary fines of $50,000, $50,000, and $100,000, respectively.
Maurice A. Halperin also consented to an entry of a permanent injunction against
future violations of Section 10(b) of the Exchange Act and Rule 10b-5
promulgated thereunder.
Other than as disclosed above, during the last five years, neither of
the Stockholders has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
any of them 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. Sources and Amount of Funds or Other Consideration.
The Stockholders acquired all of their respective shares of Common
Stock (including the shares described in Item 5 below) with personal funds in
open-market transactions, except that Barry S. Halperin acquired 22,625 shares
and Maurice A. Halperin acquired 40,525 shares of the Common Stock through a
spin-off distribution of shares of the Common Stock to the stockholders of CV
REIT, Inc. on or about October 26, 1992.
4
<PAGE>
With respect to the purchases of Common Stock described in Item 5
below, Maurice A. Halperin acquired his shares of the Common Stock with personal
funds at an aggregate purchase price of $113,212.50, excluding commissions.
Item 4. Purpose of Transaction.
The Stockholders are contemplating becoming shareholders in an
acquisition corporation H. Irwin Levy ("Levy"), the Company's Chairman of the
Board and Chief Executive Officer, plans to organize to acquire all of the
outstanding shares of Common Stock of the Company other than those contributed
to the acquisition corporation by the Stockholders and Levy (the "Public
Shares"). The Stockholders have been contacted by Levy with respect to such
participation. As currently proposed by Levy, should the Stockholders and Levy
determine to pursue this matter, appropriate steps would be taken to permit
holders of options to purchase shares of Common Stock of the Company to realize
the value of those options. The consummation of the acquisition would be
conditioned upon the required stockholder approval, appropriate amendments to
the Company's stock option plans, compliance with all applicable regulatory and
governmental requirements and certain other conditions that may be deemed
necessary by the parties. The Stockholders have been informed by Levy that
should the acquisition be completed, the acquisition corporation will seek to
cause the Common Stock to be delisted from trading on Nasdaq and to cause
deregistration of the Common Stock with the Securities and Exchange Commission.
There can be no assurance that the contemplated acquisition will be consummated.
The Stockholders have not entered into any agreement or agreements regarding the
contemplated acquisition.
Should the Stockholders and Levy reach an agreement or understanding as
to the contemplated transaction described above, the Stockholders and Levy might
be deemed to be a group for purposes of Section 13(d) of the Exchange Act. The
Stockholders disclaim beneficial ownership of all shares beneficially owned by
Levy as reported in filings with the Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
Maurice A. Halperin owns 362,581 shares of the Common Stock, or
approximately 15.3 percent of the outstanding shares of the Common Stock. Barry
S. Halperin owns 222,451 shares of the Common Stock, or approximately 9.4
percent of the outstanding shares of the Common Stock. Messrs. Halperin, as a
group, beneficially own 585,032 shares of the Common Stock, or approximately
24.8 percent of the outstanding shares of the Common Stock. Messrs. Halperin
share voting and dispositive power with respect to the shares of Common Stock
owned by each other.
All of the ownership percentages stated in this Amendment No. 13 to the
Schedule are based on 2,362,320 shares of Common Stock outstanding as of April
30, 1996.
Each of the Stockholders acquired his initial shares of the Common
Stock through a spin-off distribution of shares of the Common Stock to the
stockholders of CV REIT, Inc., which was effected on or about October 26, 1992.
In the distribution, Maurice A. Halperin acquired 40,525 shares of the Common
Stock and Barry S. Halperin acquired 22,625 shares.
5
<PAGE>
Since the filing of Amendment No. 12 to the Schedule 13D, Maurice A.
Halperin has purchased in the open market the following shares of Common Stock,
which amount does not reflect a material change in the number of shares held by
him and reported in Amendment No. 12 to the Schedule:
<TABLE>
<CAPTION>
No. of Price Per Share
Date Stockholder Shares Excluding Commissions
<S> <C> <C> <C>
5/23/95 Maurice Halperin 5,000 $4.875
5/24/95 Maurice Halperin 5,000 $4.875
6/01/95 Maurice Halperin 5,000 $5.00
6/12/95 Maurice Halperin 1,800 $5.125
6/13/95 Maurice Halperin 2,700 $5.125
</TABLE>
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect
to Securities of the Issuer.
Certain relationships among the Stockholders are disclosed in other
Items of this Schedule. Barry S. Halperin is the son of Maurice A. Halperin.
Other than as otherwise disclosed in this Schedule, the Stockholders have no
express agreement, arrangement, or understanding regarding the Common Stock of
the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit Description Status
================================================================================
Exhibit 1 Joint Filing Agreement Filed as exhibit to the
Schedule dated December 2,
1992
- - --------------------------------------------------------------------------------
Exhibit 2 Bill of Sale dated March 25, Filed as exhibit to
1994 by and between Barry Amendment 11 to the
Halperin and Robert D. Schedule dated August 2,
Rapaport 1994
================================================================================
6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete, and correct.
Dated: August 21, 1996
/s/ Maurice A. Halperin
------------------------------------
Maurice A. Halperin
/s/ Barry S. Halperin
-------------------------------------
Barry S. Halperin
7
<PAGE>
