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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
______________________
HILCOAST DEVELOPMENT CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class
of Securities)
431313-10-5
(CUSIP Number of Class
of Securities)
______________________
Copies of Communications to:
Klaus Eppler, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 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 [ X ].
Check the following box if a fee is being paid with the
statement [ ].
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(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-l(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 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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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
H. Irwin Levy
2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds*
PF; BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f) [ ]
6. Citizenship or Place of Organization
United States
Number 7. Sole Voting Power
of
Shares 834,637
Beneficially
Owned by Each 8. Shared Voting Power
Reporting
Person With
9. Sole Dispositive Power
834,637
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
834,637
12. Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
35.3% (based on Common Stock outstanding at August 8, 1996,
1996)
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") of H.
Irwin Levy (the "Reporting Person") relating to shares of Common
Stock, $.01 par value per share of Hilcoast Development Corp. is
hereby amended and restated as set forth below.
Pursuant to Rule 13d-2(c) under the Securities Exchange Act
of 1934 (the "Exchange Act"), previously filed paper exhibits are
not being restated.
ITEM 1. SECURITY AND ISSUER.
[TEXT OF ITEM 1 OF THE SCHEDULE 13D AS ORIGINALLY FILED:
This report relates to the Common Stock ($.01 par value per
share) of Hilcoast Development Corp. (the "Company") whose
principal office is 1601 Clint Moore Road, Boca Raton, Florida
33487. All of the information contained herein was previously
reported in the Form S-1 Registration Statement of Hilcoast
Development Corp., Registration No. 33-51388, as declared
effective by the Securities and Exchange Commission on October
13, 1992, relevant portions of which are attached hereto as
Exhibit A and incorporated herein by reference.]
This report relates to the Common Stock ($.01 par value per
share) of Hilcoast Development Corp. (the "Company"), which has
its principal executive offices at 19146 Lyons Road, Boca Raton,
Florida 33434. The Common Stock was registered pursuant to the
Exchange Act on October 13, 1992.
ITEM 2. IDENTITY AND BACKGROUND.
[TEXT OF ITEM 2 OF THE SCHEDULE 13D AS ORIGINALLY FILED:
(a) Name: H. Irwin Levy
(b) Business Address: 100 Century Boulevard
West Palm Beach, Florida 33487
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(c) Present Principal Occupation: Chairman of the Board,
Chief Executive Officer of Hilcoast Development Corp.
(d) Convictions: None
(e) Suits and Proceedings: None
(f) Citizenship: United States]
(a) Name: H. Irwin Levy
(b) Business Address: 100 Century Boulevard
West Palm Beach, Florida 33487
(c) Present Principal Occupation: Chairman of the Board
and Chief Executive Officer of Hilcoast Development
Corp.
(d) Convictions: None
(e) Suits and Proceedings: None
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
[TEXT OF ITEM 3 OF THE SCHEDULE 13D AS ORIGINALLY FILED:
600,000 shares were purchased with personal funds prior to the
effectiveness of the Form 8-A Registration Statement with respect
to those shares. 187,787 shares were received for no
consideration as a stock dividend distribution from CV Reit, Inc.
subsequent to the effectiveness of the Form 8-A.]
The funds used in the purchases described in Item 5 were Mr.
Levy's personal funds.
The source of the funds to be used in the contemplated
acquisition of the shares of common stock of Hilcoast Development
Corp. not contributed to the acquisition corporation to be formed
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would be from loans to the acquisition corporation from Mr. Levy
and Maurice A. Halperin and Barry S. Halperin, who would use
their own funds and obtain funds through borrowings from an
institutional lender.
ITEM 4. PURPOSE OF TRANSACTION.
[TEXT OF ITEM 4 OF THE SCHEDULE 13D AS ORIGINALLY FILED:
The initial 600,000 shares were purchased as a part of the
initial capitalization of Hilcoast Development Corp. That
corporation was formed to purchase certain real property located
at Century Village adult condominium project located in Pembroke
Pines, Florida, including the recreational facilities located at
that project, and certain other assets from subsidiaries and
affiliates of Cenville Development Corp.
An additional 187,787 were distributed as a stock dividend, for
no additional consideration, from CV Reit, Inc.]
In order to concentrate the record ownership of shares of
the Company owned by certain members of his family and a
corporation controlled by him, on August 6, 1996, Mr. Levy made
certain purchases described in Item 5.
On August 9, 1996, H. Irwin Levy informed the Company that
he, Maurice A. Halperin and Barry S. Halperin are contemplating
organizing an acquisition corporation, which would acquire all
the outstanding shares of the Company other than those
contributed to the acquisition corporation (the "Public Shares").
Under the contemplated transaction, each Public Share would be
converted into the right to receive cash in the amount of $6.00
per share. Appropriate steps would be taken to permit holders of
options to purchase 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 Hilcoast Development Corp. stock
option plans, compliance with all applicable regulatory and
governmental requirements and certain other conditions that may
be deemed necessary by the parties. Mr. Levy anticipates that,
upon completion of the contemplated acquisition, the acquisition
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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.
As a result of H. Irwin Levy, Maurice A. Halperin and Barry
S. Halperin reaching an understanding as to the contemplated
transaction described above, H. Irwin Levy, Maurice A. Halperin
and Barry S. Halperin might be deemed to be a group for purposes
of Section 13(d) of the Exchange Act. Mr. Levy disclaims
beneficial ownership of the 585,032 shares of common stock of the
Company reported as beneficially owned by Messrs. Halperin in
filings with the Securities and Exchange Commission.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
[TEXT OF ITEM 5 OF THE SCHEDULE 13D AS ORIGINALLY FILED:
(a) As set forth above, I am the beneficial owner of
787,787 shares of common stock of the Company, or
33.5%.
(b) I have the sole power to vote, or direct the vote, and
sole power to dispose, or direct the disposition of,
787,787 shares of common stock of the Company.
(c) The only transaction in the securities of the Company
since the date of effectiveness of its Form 8-A
Registration Statement was the distribution to me of
187,187 additional shares of Common Stock on October
23, 1992 as a stock dividend from CV Reit, Inc.]
(a) Mr Levy beneficially owns 834,637 shares of common
stock of the Company, which represents 35.3% of the shares
outstanding.
(b) Mr. Levy has the sole power to vote, or direct the
vote, and sole power to dispose, or direct the disposition of,
834,637 shares of common stock of the Company.
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(c) On August 6, 1996, Mr. Levy purchased from members of
Mr. Levy's family and corporations controlled by them, an
aggregate of 32,791 shares of common stock of the Company at a
price of $5.75 per share paid in cash, in private transactions.
On August 6, 1996, Mr. Levy also purchased from a corporation
controlled by him, in a private transaction, 24,323 shares of
common stock of the Company at a price of $5.00 per share paid in
cash and forgiveness of indebtedness. All the 57,114 shares
purchased by Mr. Levy on August 6, 1996 were purchased by him
using his personal funds. Except as disclosed in this Item, Mr.
Levy has not effected any transactions with respect to the Common
Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
[TEXT OF ITEM 6 OF THE SCHEDULE 13D AS ORIGINALLY FILED:
None.]
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[TEXT OF ITEM 7 OF THE SCHEDULE 13D AS ORIGINALLY FILED:
(a) "Principal Stockholders" and "Certain Considerations"
sections of Form S-1 Registration Statement of Hilcoast
Development Corp., Registration No. 33-51388, as
declared effective by the Securities and Exchange
Commission on October 13, 1992.]
Exhibit 1 Letter to the Board of Directors of Hilcoast
Development Corp. dated August 9, 1996
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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: August 12, 1996
/s/ H. Irwin Levy
EXHIBIT 1
August 9, 1996
Board of Directors of Hilcoast Development Corp.
Gentlemen:
On behalf of an acquisition corporation to be formed by
Maurice A. Halperin, Halperin and me, I have been studying the
possibility of acquiring the outstanding shares of Hilcoast
Development Corp. held by the public through a merger, to be
approved by you, between Hilcoast Development Corp. and the
acquisition corporation. I believe that a merger would be
advantageous to all stockholders of Hilcoast Development Corp.,
including the public stockholders. The acquisition corporation
would contemplate making the following proposal:
In the proposed merger, shares of Hilcoast Development
Corp. stock not previously contributed to the acquisition
corporation would be converted into the right to receive cash in
the amount of $6.00 per share. Appropriate steps would be taken
to permit holders of options in Hilcoast Development Corp. common
stock to realize the value of their options.
The consummation of the acquisition would be
conditioned upon the required stockholder approval, appropriate
amendments to the Hilcoast Development Corp. stock option plans,
compliance with all applicable regulatory and governmental
requirements and certain other conditions that may be deemed
necessary by the parties. While I expect to proceed with the
organization of the acquisition corporation and the contemplated
proposal, there is no assurance that I will not reconsider the
contemplated terms or determine not to proceed.
I believe that the contemplated acquisition is fair to
Hilcoast Development Corp.'s minority stockholders from a
financial point of view. The contemplated acquisition price is
equivalent to a 20% premium over the average closing price of
shares of Hilcoast Development Corp. common stock on the Nasdaq
SmallCap Market over the 30 trading days ended August 2, 1996,
and is in excess of the highest price at which the common shares
have traded on the Nasdaq in the 52 week period prior to the date
of this letter. Trading is almost non-existent, and there are
only approximately 400 stockholders of record. The result is
that a stockholder who currently wants to sell his or her shares
may find it very difficult to do so. The contemplated
transaction would provide each stockholder cash for his or her
shares.
I also believe that this is an appropriate time for
Hilcoast Development Corp. to consider the contemplated
transaction. The primary business of the Company is expected to
be concluded in less than two years. Therefore, the Company is
at a crossroads and has to determine its future course, which
could include considering whether it is economically feasible to
commence a new Century Village Community, whether to start or
acquire a different project or business, whether to pursue some
other course or liquidate.
Obviously, I cannot, and will not, take any part in any
discussion regarding this matter, except that I will make myself
available for any questions you might have for me. The Board
should consult Hilcoast Development Corp.'s counsel and consider
appointing an independent committee through which to consider
this proposal. Such committee may wish to retain independent
advisors to assist in those deliberations. In addition,
extensive SEC documentation would be required of Hilcoast
Development Corp. to provide disclosure to the stockholders about
any proposed merger and the Board's consideration of its fairness
to them.
I hope you will give this matter your prompt attention.
In that regard, I would like your representatives to meet with
representatives of and advisors to the acquisition corporation to
discuss this matter at your earliest convenience.
I have been advised that I must promptly file an
amendment to my Schedule 13D statement, which will disclose the
substance of this letter. Accordingly, Hilcoast Development
Corp. should consider making its own public announcement relating
to this matter.
Very truly yours,
/s/ H.Irwin Levy
