SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FROST HANNA CAPITAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
359250107
(Cusip Number)
RICHARD C. PFENNIGER,JR., 4400 BISCAYNE BOULEVARD, MIAMI, FL 33137 (305)575-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 16, 1997
(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 the 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 report 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 11
<PAGE>
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CUSIP NO. 359250-10-7 13D PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILLIP FROST, M.D.
SS# ###-##-####
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2 Check the appropriate Box if a Member of a Group (a) |X|
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI- ---------------------------------------------------
CIALLY 8 SHARED VOTING POWER
OWNED BY 158,666
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
158,666
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,666
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* | |
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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CUSIP NO. 359250-10-7 13D PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA, LIMITED PARTNERSHIP
IRS I.D. #59-2749083
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2 Check the appropriate Box if a Member of a Group (a) |X|
(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
NEVADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI- ---------------------------------------------------
CIALLY 8 SHARED VOTING POWER
OWNED BY 158,666
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
158,666
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,666
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* | |
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON
PN
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<PAGE>
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CUSIP NO. 359250-10-7 13D PAGE 4 OF 11 PAGES
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1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA CORPORATION
IRS I.D. #59-2749057
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2 Check the appropriate Box if a Member of a Group (a) |X|
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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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
NEVADA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFI- ---------------------------------------------------
CIALLY 8 SHARED VOTING POWER
OWNED BY 158,666
EACH
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
158,666
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,666
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* | |
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. SECURITY AND ISSUER.
This filing by Phillip Frost, M.D., Frost-Nevada, Limited Partnership
(the "Partnership"), and Frost-Nevada Corporation (collectively, the "Reporting
Persons"), relates to the Common Stock, $.0001 par value per share (the
"Shares"), of Frost Hanna Capital Group (the "Issuer"). The principal executive
offices of the Issuer are located at 327 Plaza Real, Suite 319, Boca Raton,
Florida 33432. Information regarding each of the Reporting Persons is set forth
below.
Item 2. IDENTITY AND BACKGROUND.
Dr. Frost's present principal occupation is as Chairman of the Board of
Directors and Chief Executive Officer of IVAX Corporation, a Florida
corporation, which through its subsidiaries is engaged primarily in the
research, development, manufacturing, marketing and distribution of health care
products. Dr. Frost's principal business address is 4400 Biscayne Boulevard,
Miami, Florida 33137.
The Partnership is a limited partnership organized and existing under
the laws of the State of Nevada with its principal office and business address
located at 3500 Lakeside Court, Suite 200, Reno, Nevada 89509. The principal
business of the Partnership is the investment in marketable securities, precious
metals and commodities and real estate located in Nevada. Frost-Nevada
Corporation is the sole general partner, and Dr. Frost is the sole limited
partner, of the Partnership.
Frost-Nevada Corporation is a corporation organized and existing under
the laws of the State of Nevada with its principal office and business address
located at 3500 Lakeside Court, Suite 200, Reno, Nevada 89509. The principal
business of Frost-Nevada Corporation is acting as the general partner of the
Partnership. Dr. Frost is the sole shareholder and an officer and a director of
Frost-Nevada Corporation. Neil Flanzraich is a director and an officer of
Frost-Nevada Corporation. Neil Flanzraich's present principal occupation is as
an attorney with the law firm of Heller, Ehrman, White & McAuliffe. Mr.
Flanzraich's principal business address is 525 University Avenue, Palo Alto,
California 94301-1900.
To the best knowledge of each of the Reporting Persons, neither such
Reporting Person nor Mr. Flanzraich has been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors), or was a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activity
subject to, federal or state securities laws or finding any violation with
respect to such laws during the last five years. Each of Dr. Frost and Mr.
Flanzraich is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of Shares of the Issuer purchased by the
Reporting Persons and reported in this filing, including the payment of
commissions, was $402,000. The source of funds used in making these purchases
was the personal funds of Dr. Frost and the working capital of the Partnership.
No portion of the consideration used by the Reporting Persons in making the
purchases described above was borrowed or otherwise obtained for the purpose of
acquiring, holding, trading, or voting the Shares.
Page 5 of 11
<PAGE>
Item 4. PURPOSE OF TRANSACTION
The Shares were acquired by one or more of the Reporting Persons as an
investment. The Reporting Persons intend to monitor their investment in the
Shares on a continuing basis. The Reporting Persons may acquire additional
Shares (subject to the availability of Shares at prices deemed favorable) in the
open market, in privately negotiated transactions, by tender offer or otherwise.
Alternatively, the Reporting Persons reserve the right to dispose of some or all
of their Shares in the open market or in privately negotiated transactions or
otherwise depending upon the course of actions that the Reporting Persons or the
Issuer pursue, market conditions and other factors. Although the foregoing
represents the range of activities presently contemplated by the Reporting
Persons with respect to the Shares, it should be noted that the possible
activities of the Reporting Persons are subject to change at any time.
Except as otherwise stated herein, none of the Reporting Persons have
any present plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of this filing, the Reporting Persons beneficially owned
the following shares:
AMOUNT OF SHARES PERCENTAGE
NAME BENEFICIALLY OWNED OF CLASS*
---- ------------------- ---------
Phillip Frost, M.D. 158,666** 6.0%
Frost-Nevada Corporation 158,666** 6.0%
Frost-Nevada, Limited 158,666** 6.0%
Partnership
- ----------------------------
* Based on 2,657,202 Shares outstanding on October 16, 1997, as reported
verbally by American Stock Transfer & Trust Company, the transfer agent
and registrar for the Shares.
** These Shares are owned of record by one or more of the Reporting
Persons. As the sole limited partner of the Partnership and the sole
shareholder and an officer and a director of Frost-Nevada Corporation,
the general partner of the Partnership, Dr. Frost may be deemed a
beneficial owner of the Shares. Record ownership of the Shares may be
transferred from time to time among any or all of the Reporting
Persons. Accordingly, solely for purposes of reporting beneficial
ownership of the Shares pursuant to section 13(d) under the Securities
Exchange Act of 1934, as amended, each Reporting Person will be deemed
to be the beneficial owner of Shares held by any other Reporting
Person.
The Partnership shares the power to vote or dispose of the Shares
beneficially owned by it with Frost-Nevada Corporation and Dr. Frost.
Frost-Nevada Corporation, in its capacity as the general partner of the
Partnership, has the power to vote or direct the vote of these Shares or to
dispose or direct the disposition of these Shares for the Partnership.
Frost-Nevada Corporation will be deemed the beneficial owner of the Shares owned
by the Partnership by virtue of this relationship to the Partnership. Dr. Frost,
in his capacity as the sole shareholder and an officer and a director of
Frost-Nevada Corporation, the general partner of the Partnership, will be deemed
the beneficial owner of all Shares owned by the Partnership by
Page 6 of 11
<PAGE>
virtue of his power to vote or direct the vote of the Shares or to dispose or
direct the disposition of the Shares owned by the Partnership.
Other than as reported on Exhibit 2 attached hereto, none of the
Reporting Persons has engaged in any transaction involving Shares of the Issuer
during the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None of the Reporting Persons is a party to any contract, arrangement,
understanding, or relationship with any person with respect to any securities of
the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
2. Description of transactions in the Issuer's Shares by the Reporting
Persons during the past sixty days.
3. Power of Attorney granted to Phillip Frost, M.D. by Neil
Flanzraich.*
4. Second Amended and Restated Agreement of Frost-Nevada, Limited
Partnership, Frost-Nevada Corporation and Phillip Frost, M.D. filed pursuant to
Rule 13d- 1(f)(1)(iii) of the Securities and Exchange Commission.*
- ----------------------------
* Previously filed with the Securities and Exchange Commission.
Page 7 of 11
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
/S/ PHILLIP FROST, M.D.
-----------------------
Date: December 8, 1997 Phillip Frost, M.D.
FROST-NEVADA, LIMITED
PARTNERSHIP
*
------------------------
Date: December 8, 1997 Neil Flanzraich
President of Frost-
Nevada Corporation,
General Partner
FROST-NEVADA CORPORATION
*
------------------------
Date: December 8, 1997 Neil Flanzraich
President
* By: /s/ PHILLIP FROST, M.D.
-----------------------
Phillip Frost, M.D.
(Attorney-in-fact pursuant
to Power of Attorney)
Page 8 of 11
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
1 Joint Filing Agreement
2 Description of transactions in the Issuer's Shares by the Reporting
Persons during the past sixty days
Page 9 of 11
EXHIBIT 1
The undersigned hereby agree that this Amendment to the Schedule 13D
filed by us with respect to the Common Stock, par value $.0001 per share, of
Frost Hanna Capita Group, Inc. is filed on behalf of each of us.
Date: December 8, 1997 /S/ PHILLIP FROST, M.D.
-------------------------
Phillip Frost, M.D.
FROST-NEVADA, LIMITED
PARTNERSHIP
/S/ NEIL FLANZRAICH
-------------------------
Date: December 8, 1997 Neil Flanzraich
President of Frost-
Nevada Corporation,
General Partner
FROST-NEVADA CORPORATION
/S/ NEIL FLANZRAICH
-------------------------
Date: December 8, 1997 Neil Flanzraich
President
Page 10 of 11
EXHIBIT 2
Set forth below is a summary of acquisitions of Shares of the Issuer by
the Reporting Persons effected during the sixty-day period prior to the date of
this Schedule 13D. These Shares were purchased through an initial public
offering.
NUMBER OF SHARES
DATE ACQUIRED PRICE PER SHARE
---- -------- ---------------
10/16/97 58,666 $6.00
Page 11 of 11
