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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____2_______)*
INTERNATIONAL ASSETS HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
459028106
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(CUSIP Number)
JEROME F. MICELI
250 PARK AVENUE S., SUITE 200
WINTER PARK, FLORIDA 32789
(407) 629-1400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 20, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of 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 [ ].
Check the following box if a fee is being paid with this statement [X].
(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 filed 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 the
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>
CUSIP No. 459028106 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEROME F. MICELI
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
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NUMBER OF 7 SOLE VOTING POWER
SHARES 165,163
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 147,403
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,760
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,163
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the shares (the "Shares") of the common
stock of International Assets Holding Corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 250 Park Avenue South, Suite 200,
Winter Park, Florida 32789.
Item 2. Identity and Background
(a) Jerome F. Miceli
(b) 250 Park Avenue S.
Winter Park, FL. 32789
(c) The principal occupation of Mr. Miceli is President and CEO of
International Assets Advisory Corp. ("IAAC"), a wholly owned subsidiary of the
Issuer. IAAC is a full service broker/dealer. Mr. Miceli has been a director
of the Issuer since 1990 and also serves as president and treasurer of the
Issuer.
(d) None
(e) None
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Effective December 31, 1992, the Diego J. Veitia Family Trust (the
("Trust"), which is controlled by Diego J. Veitia, the Chairman of the Issuer,
gifted 9,038 shares of the Issuer's common stock to Mr. Miceli. In January,
1993, the Trust gifted another 9,039 shares to Mr. Miceli and granted him an
option to purchase an additional 4,519 shares of stock currently owned by the
Trust at a price of $1.81 per share. The option is exercisable at will and
should Mr. Miceli exercise this option it is anticipated that personal funds
will be used to pay for the Shares.
In November, 1993, the Issuer issued 50,000 of its Shares to Mr. Miceli
as compensation for services rendered. The issuer valued these Shares at $1.10
per share or compensation of $55,000.
Mr. Miceli was granted a stock option under the Issuer's Stock Option
Plan in January, 1993. As of January 23, 1998, 40,000 shares became exercisable
under this fully vested option.
Mr. Miceli was granted an additional stock option under the Issuer's
Stock Option Plan in December, 1995. As of December 28, 1997, 28,000 shares
became exercisable under this partially vested option.
Shares of the Issuer's Common Stock are purchased and allocated to
participants of the International Assets Advisory Corp. Stock Ownership Plan
and Trust (the "ESOP"). Shares are purchased with monies contributed by the
Employer (IAAC). No employee contributions are permitted to the ESOP and the
Employer's contribution is discretionary on an annual basis. The allocations
to the participants are effective as of the end of the plan year for the ESOP.
The ESOP was first effective on December 30, 1992 and shares have been allocated
to participants in each successive year. Mr. Miceli was notified by the ESOP
Plan Administrator that total shares allocated to him through plan year 1996
were 16,146.
As of January 20, 1998, the Issuer paid a 10% stock dividend on all full
shares to shareholders of record of December 26,1997. Therefore, the number of
shares held by shareholders were increased by 10%. The number of shares
available under outstanding options were not increased pursuant to a decision by
the Issuer's Board of Directors.
Item 4. Purpose of Transaction
Mr. Miceli's acquisition of these shares is directly related to his
employment by the Issuer and its subsidiaries. It is Mr. Miceli's intention to
hold his currently owned Shares as a long term investment. There are no
current plans for the immediate future to exercise his option to purchase the
additional 4, 519 Shares from the Veitia Family Trust or to exercise the
40,000 share option or the 28,000 share option from the Stock Option Plan.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Shares of Common Stock reported owned by
Mr. Miceli is based upon 1,547,201 shares outstanding as of January 20, 1998, as
confirmed by ChaseMellon, the transfer agent for the Issuer. The aggregate of
68,000 shares subject to issuance from the Stock Option Plan upon the exercise
of his options are also deemed outstanding for purposes of computing the
percentage owned by Mr. Miceli. The aggregate number of shares reported as
beneficially owned by Mr.Miceli is 165,163 which constitutes 10.2% of the
outstanding Shares of the Issuer.
(b) By virtue of his ownership Mr. Miceli has the sole power to vote
165,163 shares. Mr. Miceli has the sole power to dispose of 147,403 Shares.
(c) Other than the 10% stock dividend paid by the Issuer on January 20,
1998, Mr. Miceli has had no transactions during the past sixty days in Shares
of the Issuer.
(d) No person other than Mr. Miceli is known to have the right to receive
or the power to direct the receipt of dividends. Should Shares of Common Stock
owned within the ESOP be sold, the ESOP would have power to direct the receipt
of proceeds for the sale of the shares allocated to Mr. Miceli.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described herein with reference to the 4,519 shares available
as an option from the Diego J. Veitia Family Trust and the 68,000 options
available for exercise under the Stock Option Plan, there are no contracts,
arrangements or understandings between Mr. Miceli and another person with
respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
There are no exhibits to this filing.
<PAGE>
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.
Date: February 13, 1998
-----------------------------------
Signature
Jerome F. Miceli, President,
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Name/Title
