UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____3_______)*
INTERNATIONAL ASSETS HOLDING CORPORATION
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(Name of Issuer)
COMMON STOCK
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 31, 2000
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(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
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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) [ ]
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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 54,971
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 54,971
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,971
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.77%
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14 TYPE OF REPORTING PERSON*
IN
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*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) In November, 1999, Mr. Miceli retired and resigned as President
of International Assets Holding Corporation and his offices with all subsidiares
including International Assets Advisory Corp. ("IAAC"), the principal 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 continues in that position.
(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.
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 November 11, 1999, due to an
accelerated vesting schedule approved by the board of directors, 61,600 shares
became exercisable under this fully vested option.
Mr. Miceli was granted an additional stock option under the Issuer's
Stock Option Plan in November, 1998. As of November 2, 1999, 33,000 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.401(k) Profit Sharing
Plan (the "Plan")(previously known as the Stock Ownership Plan and Trust (the
"ESOP"). Shares are purchased with monies contributed by the Employer (IAAC). No
employee contributions are permitted to the Plan 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. The Plan was was first effective on
December 30, 1992 and shares have been allocated to participants in each
successive year. Mr. Miceli was notified by the Plan Administrator that total
shares allocated to him through April 30, 1999, were 15,223. Although, the
shares are not currently owned or voted by Mr. Miceli, due to his retirement the
shares allocated, as determined by the Plan Administrator, as of December 31,
1999, will be issued to him during calendar year 2000.
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. In addition, a 10% stock divdend was declared
by the Issuer and payable to shareholders of record on March 5, 1999. A 10%
adjustment was made to all stock options granted prior to March 5, 1999.
Item 4. Purpose of Transaction
Mr. Miceli's acquisition of these shares was directly related to his
employment by the Issuer and its subsidiaries. When Mr. Miceli retired due to
health considerations, he began a partial disposition of his assets. As of
January 31, 2000, all fully exercisable options were exercised under the terms
of the Stock Option Plan for 138,600 shares of common stock. Mr. Miceli has sold
a number of assets and transferred some shares of common stock to the Jerome F.
Miceli and Rosalie A. Micelie Revocable Inter Vivos Trust of which Mr. Miceli is
trustee. As of January 31, 2000, the trust owns 44,971 shares and Mr. Miceli
currently owns 10,000 shares in his individual name.
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 1,981,978 shares outstanding as of January 31, 2000, as
confirmed by ChaseMellon, the transfer agent for the Issuer. The aggregate
number of shares reported as beneficially owned by Mr.Miceli is 54,971 which
constitutes 2.77% of the outstanding Shares of the Issuer.
(b) By virtue of his ownership Mr. Miceli has the sole power to vote
54,971 shares. Mr. Miceli has the sole power to dispose of 54,971 Shares.
(c) As part of his disposition of assets, Mr. Miceli has made the
following transactions within the last sixty days:
12/07/99 Sold 2,000 7.75
12/08/99 Sold 8,000 7.50
12/09/99 Exercised Option 15,400 2.066
12/14/99 Sold 3,000 6.75
12/29/99 Sold 1,000 7.00
12/29/99 Sold 1,500 7.375
12/29/99 Sold 500 7.50
12/29/00 Exercised Option 4,000 4.215
12/29/99 Sold 4,000 7.50
12/30/99 Exercised Option 4,000 4.215
12/30/99 Sold 3,500 7.00
12/30/99 Sold 500 7.0625
12/31/99 Exercised Option 36,000 4.215
12/31/99 Sold 4,000 7.25
12/31/99 Sold 400 7.25
12/31/99 Sold 2,600 7.4375
01/03/00 Sold 2,000 7.25
01/12/00 Sold 5,000 8.75
01/13/00 Sold 4,000 9.00
01/18/00 Sold 1,000 10.0625
01/18/00 Sold 1,500 10.125
01/18/00 Sold 500 10.25
01/18/00 Sold 2,000 10.50
01/18/00 Sold 3,100 11.75
01/18/00 Sold 600 11.875
01/19/00 Sold 3,000 12.25
01/19/00 Sold 1,500 12.50
01/19/00 Sold 400 12.75
01/19/00 Sold 1,600 12.8125
01/20/00 Sold 5,000 12.875
01/20/00 Sold 4,000 14.875
01/21/00 Sold 5,000 18.25
01/24/00 Sold 5,900 23.50
01/24/00 Sold 2,000 23.625
01/24/00 Sold 2,500 23.75
01/25/00 Sold 400 23.75
01/03/00 Sold 2,000 7.25
01/24/00 Sold 900 20.00
01/24/00 Sold 4,100 20.125
01/25/00 Sold 5,000 19.375
01/27/00 Sold 5,000 14.00
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(d) No person other than Mr. Miceli is known to have the right to receive
or the power to direct the receipt of dividends.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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 15, 2000 /s/Jerome F. Miceli
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Signature
Jerome F. Miceli
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Name/Title
