INTERNATIONAL ASSETS HOLDING CORPORATION
250 Park Avenue South, Suite 200
Winter Park, Florida 32789
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 14, 1997
________________
TO THE STOCKHOLDERS OF
INTERNATIONAL ASSETS HOLDING CORPORATION
Notice is hereby given that the annual meeting of the stockholders of
International Assets Holding Corporation will be held on Friday, February 14,
1997 at 10:00 a.m. local time, at the offices of the Corporation, 250 Park
Avenue South, Suite 200, Winter Park, Florida 32789 for the following purposes:
1. To elect a Board of five Directors to serve until the next annual
meeting and until their successors shall have been elected and
qualified.
2. To approve the action of the Board of Directors in selecting KPMG Peat
Marwick LLP as auditors to audit the financial statements of
International Assets Holding Corporation and subsidiaries for the
period commencing October 1, 1996 and ending September 30, 1997.
3. The transaction of such other business as may properly be brought
before the meeting.
Stockholders of record at the close of business on January 6, 1997 will be
entitled to vote at the meeting. It is hoped that you will attend the meeting,
but if you cannot do so, please fill in and sign the enclosed proxy, and return
it in the accompanying envelope as promptly as possible. Any stockholder
attending can vote in person even though a proxy has already been returned.
By Order of the Board of Directors
DIEGO J. VEITIA
Chairman
P.S. In order to save your Corporation the additional expense of further
solicitation, please be kind enough to complete and return your proxy card
today.
Winter Park, Florida
January 15, 1997
<PAGE>
INTERNATIONAL ASSETS HOLDING CORPORATION
250 Park Avenue South
Suite 200
Winter Park, Florida 32789
______________________
PROXY STATEMENT
__________________
This proxy statement is furnished in connection with the solicitation by or
on behalf of the Board of Directors of International Assets Holding Corporation
(the "Corporation") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held in the offices of the Corporation on Friday, February 14,
1997 at 10:00 a.m. local time. The address of the Corporation is 250 Park Avenue
South, Suite 200, Winter Park, Florida 32789.
Proxy Solicitation
All proxies in the enclosed form which are properly executed and returned
to the Corporation will be voted as provided for therein at the Annual Meeting
or at any adjournments thereof. A stockholder executing and returning a proxy
has the power to revoke it at any time before it is exercised by giving written
notice of such revocation to the Secretary of the Corporation. Signing and
mailing the proxy will not affect your right to give a later proxy or to attend
the Annual Meeting and vote your shares in person.
The Board of Directors intends to bring before the Annual Meeting the
matters set forth in items 1 and 2 in the foregoing notice. The persons named in
the enclosed proxy and acting thereunder will vote with respect to items 1 and 2
in accordance with the directions of the stockholder as specified on the proxy
card. If no choice is specified, the shares will be voted IN FAVOR of the
election of the five directors named under item 1; and, IN FAVOR of ratification
of KPMG Peat Marwick LLP as auditors. If any other matters are properly
presented to the meeting for action, it is intended that the persons named in
the enclosed Proxy and acting thereunder will vote in accordance with the views
of management thereon. This Proxy Statement and Form of Proxy are being first
sent to stockholders on or about January 15, 1997.
With respect to the election of Directors (Item 1), the five nominees
receiving the greatest number of votes will be elected. The affirmative vote of
a majority of the votes cast at the meeting is required for the ratification of
the selection of independent public accountants (Item 2).
Pursuant to Delaware law, abstentions, but not broker non-votes will be
treated as shares present and entitled to vote on the subject matter at the
Annual Meeting. Thus, an abstention will be counted as a "no vote" and a broker
non-vote will in effect reduce the absolute number of affirmative votes needed
for approval.
The Corporation will bear the entire cost of preparing, printing and
mailing this proxy statement, the proxies and any additional materials which may
be furnished to stockholders. Solicitation may be undertaken by mail, telephone,
telegraph and personal contact. The cost to solicit proxies will be borne by the
Corporation. The Annual Report of the Corporation for its fiscal year ending
September 30, 1996 has been mailed to stockholders with this proxy statement.
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Voting Securities and Principal Holders Thereof
Holders of common stock of the Corporation of record at the close of
business January 6, 1997, will be entitled to vote at the Annual Meeting or any
adjournment thereof. As of December 20, 1996, the Corporation had outstanding
1,444,769 shares of common stock. The stockholders are entitled to one vote per
share of common stock on all business to come before the meeting. The
Corporation knows of four entities which own, control, or share dispositive
powers over shares in excess of 5%. As of December 20, 1996, the Diego J. Veitia
Family Trust owns 27.71% of the outstanding common stock. Diego J. Veitia, as
sole beneficiary of the trust and through additional holdings, owns 28.89% of
the outstanding common stock. The IAAC Employee Stock Ownership Plan and Trust
owns 24.96% of the outstanding common stock and Jerome F. Miceli owns 7.83% of
the outstanding common stock. As of December 20, 1996, the officers and
directors of the Corporation as a group beneficially own in the aggregate 38.38%
of the outstanding common stock of the Corporation.
ITEM 1 - ELECTION OF DIRECTORS
At the Annual Meeting five directors, constituting the entire Board of
Directors of the Corporation, are to be elected to hold office until the next
annual meeting or until their successors are elected and shall have qualified.
Each nominee has consented to serve if elected. Officers are elected annually by
the Board of Directors. The age, principal position of each nominee, and the
year they first became a director and officer of the Corporation are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
First First
Became Became
Name Age ( ) and Position Director Officer
Diego J. Veitia (53) Director, Chairman of the Board and Chief 1987 1987
Executive officer of the Corporation; Director and
Chairman of the Board of International Assets
Advisory Corp. ("IAAC"),
Global Assets Advisors, Inc. ("GAA"), International
Financial Products, Inc. ("IFP") and GlobalNet
Securities, Inc. ("GNSI").
Jerome F. Miceli (53) Director, President, Chief Operating Officer 1990 1991
and Treasurer of the Corporation and Director,
CEO, President and Treasurer of IAAC. Also
serves as Director, President and
Treasurer of GAA, IFP and GNSI.
Stephen A. Saker (50) Director, Vice President and Secretary of the 1990 1991
Corporation and Director, Sales Manager and
Executive Vice President and Secretary of IAAC, GAA
and GNSI.
Donald A. Halliday (53) Director of the Corporation 1990 --
Elmer L. Jacobs (61) Director of the Corporation 1994 --
</TABLE>
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<PAGE>
DIEGO J. VEITIA founded the Corporation in 1987 to serve as a holding company
for IAAC and other subsidiaries. He has served as Chairman of the Board,
director and Chief Executive Officer of the Corporation since its inception. He
also served as President of the Corporation from 1987 until 1991. Mr. Veitia
founded IAAC in 1981 and has served as Chairman of the Board and director since
that time. Mr. Veitia is also currently serving as Chairman and Chief Executive
Officer of GAA, International Asset Management Corp. ("IAMC"), IFP and GNSI. Mr.
Veitia also serves as Chairman of Veitia and Associates, Inc., a registered
investment advisor. During the last nine years Mr. Veitia served as Chairman of
All Seasons Global Fund, Inc., a publicly held closed-end management investment
company from October 1987 until October 1996. During the last five years, Mr.
Veitia has also served as director of both America's All Seasons Income Fund,
Inc., an inactive management investment company, and Cassidy & Veitia, an
independent insurance agency, and Chairman of Global Income Advisors, Inc. and
Global Advisors, Inc., investment advisors that have been dissolved.
JEROME F. MICELI has been a director of the Corporation since 1990 and has
served as President, Chief Operating Officer and Treasurer of the Corporation
since 1991. Mr. Miceli has also served as President, Chief Executive Officer,
Treasurer and director of IAAC since 1990. Mr. Miceli also currently serves as
President, Treasurer and Director of GAA, IAMC, IFP and GNSI. In addition, from
December 1990 until October 1996, Mr. Miceli served as Treasurer and director of
All Seasons Global Fund Inc., a publicly held closed-end management investment
company. Mr. Miceli is also President of Veitia and Associates, Inc., a
registered investment advisor.
STEPHEN A. SAKER has been a director of the Corporation since 1990 and has
served as Secretary and Vice President of the Corporation since 1991. Mr. Saker
has also served as director, Executive Vice President and Secretary of IAAC
since 1985. Mr. Saker currently serves as Vice President , Secretary and
Director of GAA, IAMC and GNSI. Since November 1991, Mr. Saker has served as
Vice President and Secretary of Veitia and Associates, Inc. From 1988 to
February 1992, he served as Secretary and Treasurer of Global Advisors, Inc., a
registered investment advisor. Mr. Saker also served as Secretary and director
of All Seasons Global Fund, Inc. from October 1987 until October 1996.
DONALD A. HALLIDAY has served as a director of the Corporation since 1990. Since
1976 he has served as President of D. Halliday and Corporation, Inc., an
international trading company headquartered in Fallbrook, California and also
serves as a consultant on business development and trade financing issues for
the tropical agribusiness and shipping industries.
ELMER L. JACOBS became a director of the Corporation in May, 1994. He has served
as an independent consultant on agribusiness development and bulk transportation
issues for agribusiness since 1990. From 1987 to 1990, he was a partner with the
Sparks Group, a consulting company. Before entering private consultation, Mr.
Jacobs was Group President of six divisions of Continental Grain, a leading
worldwide agribusiness firm.
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DIRECTOR REMUNERATION
Until December 31, 1995, members of the Board of Directors who were not officers
or employees of the Corporation were paid an annual fee of $10,000 for the
calendar year in quarterly installments plus an additional $500 for each board
meeting attended. Beginning January 1, 1996, members of the Board of Directors
who are not officers or employees of the Corporation are paid an annual fee of
$14,000 for the calendar year which is comprised of (i) approximately $10,000
which is deposited into an individual brokerage account set up for each such
director with IAAC for the purchase of common stock of the Corporation in the
open market, and (ii) the remaining approximately $4,000 which is payable in
cash in quarterly installments of $1,000 each. The portion of the annual fee for
the purchase of stock for calendar year 1996 was paid to each of the
Corporation's two outside directors in April, 1996 in the exact amount of $9,075
and 2,500 shares of Corporation common stock were purchased by each such
director with the proceeds of such fee. In addition to the annual fee, outside
directors also receive $500 for each board meeting attended during calendar year
1996. Such directors were also reimbursed for expenses relating to their
attendance at meetings during the 1996 fiscal year.
MEETINGS OF THE BOARD
There were four regularly scheduled meetings of the Board of Directors during
fiscal year 1996. The Board has established Audit and Compensation committees.
Mr. Elmer L. Jacobs is Chairman of the Audit Committee and the other member is
Donald A. Halliday. Donald A. Halliday is Chairman of the Compensation Committee
and Elmer L. Jacobs is the other member. Both committees met in November, 1996,
which was after the fiscal year end of September 30, 1996. No incumbent director
attended fewer than 75% of the aggregate of (1) the total number of meetings of
the board of directors held during fiscal year 1996 and (2) the total number of
meetings held by all committees of the board on which he served during fiscal
year 1996.
ITEM 2 - APPROVAL OF APPOINTMENT OF AUDITORS
The Audit Committee of the Board has selected KPMG Peat Marwick LLP as
independent public accountants to audit the financial statements of the
Corporation and certain of its subsidiaries for the fiscal year 1997. The Board
has endorsed this appointment and it is being presented to the stockholders for
approval.
KPMG Peat Marwick LLP has audited the financial statements of the Corporation
since 1990. Services that have been provided by KPMG Peat Marwick LLP include:
(1) regular audits of the Corporation's consolidated financial statements,
assistance in SEC filings, and consultation on accounting and financial
reporting matters; (2) audits of the financial statements of certain subsidiary
companies to meet regulatory requirements; and (3) timely quarterly reviews and
income tax preparation and consulting.
Representatives of KPMG Peat Marwick LLP will be present at the Meeting, will
have an opportunity to make statements if they desire, and will be available to
respond to appropriate questions.
If the stockholders do not approve the appointment of KPMG Peat Marwick LLP, the
Audit Committee will select another firm of auditors for the ensuing year.
YOUR DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE FOR THE APPOINTMENT OF
KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
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<PAGE>
ITEM 3 - TRANSACTION OF OTHER BUSINESS
The Board of Directors does not know of any other business which will be
presented for consideration at the Meeting. If any other business does properly
come before the Meeting or any adjournment thereof, the proxy holders will vote
in regard thereto according to the discretion of management insofar as such
proxies are not limited to the contrary.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table is a three-year summary of the compensation awarded or paid
to, or earned by, the Corporation's Chief Executive Officer and its most highly
compensated executive officers whose total cash compensation exceeded $100,000
during the Corporation's last completed fiscal year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Long-Term Compensation
Common Long
Name and Annual Restricted Stock Term
Principal Compensation(1) Stock Under Incentive All Other(2)
Position Year Salary Bonus Award($) Options(#) Payouts Compensation
Diego J. Veitia, 1996 $132,612 $155,790 $ - 110,000 $ - $ 5,225
Director, Chairman 1995 $128,750 $117,960 $ - - $ - $ 8,098
of the Board and 1994 $139,449 $117,768 $ - - $ - $ 4,620
Chief Executive
Officer
Jerome F. Miceli, 1996 $132,612 $175,790 $ - 70,000 $ - $ 483
Director,Treasurer, 1995 $128,750 $133,960 $ - - $ - $ 5,473
President and Chief 1994 $123,280 $117,768 $55,000 - $ - $12,816
Operating Officer
Stephen A. Saker, 1996 $177,046 $ 35,000 $ - 35,000 $ - $ -
Director, Vice 1995 $136,671 $ 15,000 $ - - $ - $ 4,468
President and 1994 $183,779 $ 7,500 $ - - $ - $12,750
Secretary
</TABLE>
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<PAGE>
- --------------------------------------------------------------------------------
(1) For fiscal years ended September 30, 1996, 1995 and 1994, the dollar
value of other annual compensation for each individual named in the above
table did not exceed the lesser of $50,000 or 10% of total salary and
bonus.
(2) All other compensation is comprised of Corporation contributions to the
Corporation's Employee Stock Ownership Plan and Trust with 401(k) features
("ESOP"), Retirement Savings Plan and payments for personal income tax
preparation fees. A total unallocated contribution of approximately
$137,000 was made to the 401(k) portion of the ESOP and the Retirement
Savings Plan for the fiscal year ended September 30, 1996, which will be
allocated to all eligible employees of the Corporation as of December 31,
1996. This discretionary employer contribution is subject to allocation
to the two plans based on calendar year end employee 401(k) contributions
and total calendar year end compensation.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (SAR)
The International Assets Holding Corporation Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Corporation in January, 1993 and
approved by the stockholders in November, 1993. On February 15, 1996 the
shareholders approved an amendment to the Plan to increase the number of shares
available for issuance under the Plan from 250,000 to 500,000 shares. The Plan
permits the granting of awards to employees of the Corporation and its
subsidiaries in the form of stock options of the Corporation's common stock.
Stock options granted under the Plan may be "incentive stock options" meeting
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or non-qualified options which do not meet the requirements of
Section 422.
The Plan is administered by the Board of Directors or a committee thereof. The
Plan gives broad powers to the Board of Directors to administer and interpret
the Plan, including the authority to select the individuals to be granted
options and rights and to prescribe the particular form and conditions of each
option or right granted. Awards may be granted pursuant to the Plan through
January, 2003. The Plan may be terminated earlier by the Board of Directors at
its sole discretion.
No Stock Appreciation Rights (SAR) have been granted by the Corporation.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table reports total options granted to executive officers
during the 1996 fiscal year. Individual grants are as follows.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number
of Securities % of Total
Underlying Options/SAR's Exercise
Options/SAR's Granted to or Base
Granted Employees in Price Expiration
Executive Officer (# Shares) Fiscal Year ($/Share) Date
Diego J. Veitia (1) 110,000 47.83% 2.75 12/28/05
Jerome F. Miceli (1) 70,000 30.43% 2.50 12/28/05
Stephen A. Saker (1) 35,000 15.22% 2.50 12/28/05
</TABLE>
- --------------------------------------------------------------------------------
1) 20% of the option became exercisable on 12/28/96, 20% becomes exercisable on
12/28/97, 20% on 12/28/98, 20% on 12/28/99 and 20% on 12/28/2000.
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<PAGE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table summarizes stock options exercised, the aggregate number of
exercisable and unexercisable options and the value of unexercised in-the-money
stock options at fiscal year end 1996 for the named executive officers. No stock
options were exercised during the 1996 fiscal year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number Number of Securities Value of Unexercised
of Shares Underlying Unexercised In-the-Money
Acquired Stock Options at Stock Options at
on Value September 30, 1996 September 30, 1996(1)
Executive Officer Exercise Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
Diego J. Veitia - $ - 0 / 110,000 $ - / $137,500
Jerome F. Miceli - $ - 20,000 / 90,000 $ - / $105,000
Stephen A. Saker - $ - 15,000 / 50,000 $ - / $ 52,500
</TABLE>
- --------------------------------------------------------------------------------
(1) The values shown show the difference between the exercise price of
unexercised in-the-money options and the closing market price of the underlying
Common Stock at September 30, 1996. Options are in-the-money if the fair market
value of the Common Stock exceeds the exercise price of the option.
EMPLOYMENT AGREEMENTS
On March 25, 1994 the Corporation entered into a five year employment agreement
with each of Messrs. Veitia and Miceli. Pursuant to the agreement with Mr.
Veitia, he will devote a portion of his business time to the Corporation as
Chairman of the Board and Chief Executive Officer. The agreement with Mr. Miceli
provides that he will devote substantially all of his business time to the
Corporation as President, Chief Operating Officer and Treasurer. The agreements
with Messrs. Veitia and Miceli may be extended by mutual agreement and provide
for base annual salaries of $125,000 each (increasing on an annual basis by the
change in the consumer price index). In addition, the agreements provide for a
bonus to each executive in an amount equal to 10% of the Corporation's
consolidated pre-tax earnings, monthly automobile allowances of $500 and
reimbursement for costs and expenses associated with the preparation of the
executive's personal income tax return.
In the event of termination of the agreements by the Corporation other than for
cause (as defined therein) or if the executive resigns as a result of a breach
by the Corporation, the agreements provide for payments to such individuals in
an amount equal to 100% of their total compensation for 24 months following the
date of termination. In addition, upon termination of the agreements by the
Corporation other than for cause (as defined therein) or if the executive
resigns as a result of a breach by the Corporation, the Corporation has agreed,
at the option of the executive, to the extent such payments may be made under
applicable law, to repurchase within 60 days of such termination at market value
(average of bid and asked prices) all shares of stock of the Corporation owned
by the executive. The agreements with Messrs. Veitia and Miceli also contain
nondisclosure and noncompetition provisions.
EMPLOYEE INVESTMENT/RETIREMENT PLANS
The ESOP, which became effective on December 30, 1992, is an employee stock
ownership plan with profit sharing and 401(k) features. Generally, all employees
of the Corporation and its subsidiaries with one year of eligible service are
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<PAGE>
members of the ESOP. Benefits under the employee stock ownership feature of the
ESOP, which gradually vest over seven years, and benefits under the 401(k)
feature of the ESOP, which with respect to employee contributions are fully
vested at all times, are paid upon death, disability, retirement or termination
of employment. Corporation contributions to the employee stock ownership portion
of the ESOP are determined at the discretion of the Board of Directors. The
Corporation did not make a contribution to the employee stock ownership portion
of the ESOP for the 1996 fiscal year. All ESOP common stock contributions have
been allocated to eligible employees as of September 30, 1996.
The 401(k) portion of the ESOP allows employees to contribute up to the greater
of ten percent of their gross income or the maximum amount of their gross income
allowable under current Internal Revenue Code Regulations, to the plan. The plan
does not mandate a matching contribution by the Corporation, but provides that
the Corporation may make discretionary contributions. The Corporation's
contribution to the profit sharing feature of the ESOP for the 1996 fiscal year
amounted to $58,545.
The Corporation's Retirement Savings Plan, which became effective January 1,
1995, is a profit sharing plan. All employees who have completed one year of
continuous service and who have attained the age of twenty-one are eligible for
the Retirement Savings Plan. Contributions to the Retirement Savings Plan may be
made at the sole discretion of the Corporation. The Corporation's contribution
to the Retirement Savings Plan for the 1996 fiscal year amounted to $78,524.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the beneficial
ownership of the Corporation's common stock as of December 20, 1996, by (i) each
person known by the Corporation to own more than 5% of the common stock, (ii)
each director of the Corporation, (iii) each of the most highly compensated
executive officers whose total cash compensation exceeded $100,000 during the
corporation's last completed fiscal year and (iv) all executive officers and
directors of the Corporation as a group. All shares are directly owned by the
individual unless otherwise indicated.
Name and Address of Number of Percent of
Beneficial Owner Shares(1)(2) Class
The Diego J. Veitia Family Trust(3) 400,309 27.71%
Diego J. Veitia(3)(4) (5) 423,809 28.89%
The IAAC Employee Stock Ownership
Plan and Trust(3) 360,596 24.96%
Jerome F. Miceli(3)(6) (7) 116,596 7.83%
Stephen A. Saker(3) (8) 29,500 2.00%
Donald A. Halliday(3) (9) 13,600 .93%
Elmer L. Jacobs(3) (10) (11) 20,000 1.38%
All directors and executive
officers as a group(12) 598,986 38.38%
(5 persons)
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- --------------------------------------------------------------------------------
(1) Except as otherwise stated, all stockholders have sole voting and investment
power with respect to the shares of common stock set forth opposite their
respective names.
(2) Includes shares that can be acquired within 60 days from the date hereof
upon the exercise of warrants or options or conversion of convertible
securities. Shares subject to issuance upon the exercise of options or warrants
or other rights to acquire shares are deemed outstanding for purposes of
computing the percentage owned by each person but are not deemed to be
outstanding for the purpose of computing the outstanding percentage of any other
persons.
(3) 250 Park Avenue South, Suite 200, Winter Park, Florida 32789.
(4) Includes 400,309 shares held by The Diego J. Veitia Family Trust (the
"Trust"). Mr. Veitia is Chairman of the Board of the Corporation and the
settlor, sole trustee and primary beneficiary of the Trust and, as such, may be
deemed the beneficial owner of the shares held by the Trust under rules and
regulations promulgated by the SEC.
(5) Includes 22,000 shares subject to two partially exercisable options from the
Corporation.
(6) Includes 4,519 shares subject to a presently exercisable option from the
Trust.
(7) Includes 44,000 shares subject to two partially exercisable options from the
Corporation.
(8) Includes 29,500 shares subject to a partially exercisable option from the
Corporation.
(9) Includes 11,000 shares subject to two partially exercisable options from the
Corporation.
(10) Includes 6,000 shares subject to two partially exercisable options from the
Corporation.
(11) Includes 3,500 warrant units of the Corporation.
(12) Includes 112,500 shares subject to partially exercisable options from the
Corporation in the favor of Messrs. Miceli, Saker, Halliday and Jacobs. Also
includes 3,500 warrant units owned by Mr. Jacobs.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder,
the Corporation's executive officers, directors and owners of in excess of 10%
of the issued and outstanding common stock are required to file with the SEC
reports of ownership and changes in ownership of the common stock of the
Corporation. Copies of such reports are required to furnished to the
Corporation. Based solely on the review of such reports furnished to the
Corporation, the Corporation believes that during fiscal year 1996, all of its
executive officers and four of its five directors complied with the Section
16(a) requirements.
On Wednesday, May 8, 1996 one of the Corporation's directors, Donald A. Halliday
prepared a timely Form 4 that was due on Friday, May 10, 1996. This Form 4 was
the first electronic EDGAR filing submitted by the Corporation. The Form 4 was
filed through EDGAR inadvertently as a test filing on Wednesday, May 8, 1996,
two days early. On Monday, May 13, 1996, the Corporation received notification
that the filing was submitted as a test filing and not as a live filing. The
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<PAGE>
Corporation resubmitted the Form 4 on Monday, May 13, 1996 as a live filing.
Since this initial EDGAR filing the Corporation has become more familiar with
the EDGAR filing system and does not expect reoccurrence of this filing error.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation has permitted Veitia and Associates, Inc., a registered
investment advisor which managed from October 1987 through October 1996 a
publicly traded closed-end management investment company, and is wholly owned by
Mr. Veitia, the Corporation's Chairman, to use certain administrative resources
of the Corporation under an informal agreement which may be terminated by either
party at any time. Although the Corporation has been unable to quantify the
dollar value of such administrative resources, management believes that the
Corporation has benefited from its relationship with Veitia and Associates,
Inc., through institutional transactions directed to its trading department and
shared investment research and other resources. During the years ended September
30, 1996 and 1995, the Corporation earned commission income of $22,362 and
$32,272, respectively, from the purchase and sale of securities to the
closed-end management investment company managed by Veitia and Associates, Inc.
Effective October 1996, Veitia and Associates, Inc. ceased management of the
closed-end management investment company. As a result of the discontinuation of
the fund management by Veitia and Associates, Inc., the shared administrative
resources as well as the nominal source of commission revenue will discontinue.
The Corporation does not believe that the termination of this arrangement will
have any material adverse affect on its business. As of September 30, 1996 and
1995, $26,542 and $40,772, respectively, was receivable by the Corporation from
Veitia and Associates, Inc., representing reimbursement for costs incurred by
the Corporation on behalf of Veitia and Associates, Inc. The receivable is
non-interest bearing and due on demand.
The Corporation believes that all prior transactions between the Corporation and
its officers, directors or other affiliates of the Corporation were on terms no
less favorable than could have been obtained from unaffiliated third parties on
an arm's-length basis. However, as the requisite conditions of competitive,
free-market dealings may not exist, the foregoing transactions cannot be
presumed to have been carried out on an arm's-length basis, nor upon terms no
less favorable than had unaffiliated parties been involved.
OTHER MATTERS
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal for consideration at the 1997
Annual Meeting of Stockholders, should submit such proposal in writing so that
it is received by the Corporation at 250 Park Avenue South, Suite 200, Winter
Park, Florida 32789, by not later than September 10, 1997.
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<PAGE>
AVAILABILITY OF 10-KSB
The Corporation will provide to shareholders, without charge, a copy of the
Corporation's Annual Report on Form 10-KSB upon written request. Such requests
should be submitted to Jonathan C. Hinz, Chief Accounting Officer, International
Assets Holding Corporation, 250 Park Avenue South, Suite 200, Winter Park,
Florida 32789. Exhibits to Form 10-KSB will also be provided upon specific
request.
Diego J. Veitia
Chairman
January 15, 1997
