UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Weitzer Homebuilders Incorporated
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(Name of Issuer)
Class A Common Stock, $.01 Par Value
- ---------------------------------------------------------------
(Title of Class of Securities)
949049100
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(CUSIP Number)
Rodney M. Propp
405 Park Avenue, New York, New York 10022, Tel. (212) 421-1117
- ---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 26, 1996
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(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (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 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 coverage 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 949049100 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morris Propp
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
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):
[ ]
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,000
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8 SHARED VOTING POWER
133,000
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9 SOLE DISPOSITIVE POWER
10,000
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
143,000
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 949049100 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodney M. Propp
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
15,000
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8 SHARED VOTING POWER
133,000
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
15,000
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
133,000
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 949049100 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanaper Partners, L.P.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
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):
[ ]
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
123,000
- ----------------------------------------------------------------
8 SHARED VOTING POWER
0
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
123,000
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 949049100 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
P-II, Incorporated
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
10,000
- ----------------------------------------------------------------
8 SHARED VOTING POWER
123,000
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
10,000
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
123,000
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,000
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The securities to which this statement (the "Schedule 13D")
relates are the shares of Class A Stock (the "Class A Stock") of Weitzer
Homebuilders Incorporated (the "Company"). The Company's principal executive
offices are located at 5901 N.W. 151st Street, Suite 120, Miami Lakes, Florida
33014-2428.
Item 2. Identity and Background.
This Schedule 13D is filed collectively by the following
individuals and entities which are hereinafter referred to as the "Reporting
Persons":(1) Morris Propp, a private investor, (2) Rodney M. Propp, a private
investor (and cousin of Morris Propp), (3) Hanaper Partners, L.P., a New York
limited partnership, of which all the limited partners are relatives of Morris
Propp and Rodney M. Propp, and which is engaged in the business of making
investments, and (4) P-II, Incorporated, a New York corporation, all of the
stock of which is owned by relatives of Morris Propp and Rodney M. Propp, and
which is engaged in the business of managing Hanaper Partners, L.P. and making
investments in its own behalf. Each Reporting Person's business address is c/o
P-II, Incorporated, 405 Park Avenue, New York, New York 10022, except Morris
Propp, whose address is 1035 S. Federal Highway, Delray Beach, Florida 33483.
The individual Reporting Persons are both citizens of the United States.
<PAGE>
During the last five years, none of the Reporting Persons has
been (a) convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
No funds were borrowed for the Reporting Persons'
purchases. Morris Propp used the funds of Melvin Heller, his brother-in-law, to
purchase the shares of the Company's Class A Stock for Mr. Heller in an account
of Mr. Heller's over which Morris Propp has discretionary trading authority. All
funds used to purchase the rest of the Company's Class A Stock owned by the
Reporting Persons were personal funds, in the cases of individual Reporting
Persons, and working capital funds in the cases of Hanaper Partners, L.P. and
P-II, Incorporated. It is anticipated that such personal funds and working
capital will be used to make additional purchases, if any, of the Company's
securities.
Item 4. Purpose of Transaction.
The Common Stock held by the Reporting Persons was acquired
and is being held as an investment, and they have no present plans or proposals
which relate to or would result in:
<PAGE>
(a) the acquisition or disposition by any person of additional securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) any change in the present
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material changes in the present capitalization
or dividend policy of the Company; (f) any other material change in the
Company's business or corporate structure; (g) changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons own in the aggregate 168,000 shares of
Class A Stock which constitutes approximately 7.1% of the shares of Class A
Stock outstanding, based upon the Company's Report on Form 10-Q for the
quarterly period ended June 30, 1996, in which the Company reported 2,360,254
shares of Class A Stock
<PAGE>
outstanding as of July 31, 1996. Such amount includes 123,000 shares of Class A
Stock owned by Hanaper Partners, L.P., 20,000 shares of Class A Stock owned by
Morris Propp, 10,000 shares of Class A Stock owned by P-II, Incorporated and
15,000 shares of Class A Stock owned by Rodney M. Propp. In addition, Morris
Propp has shared dispositive power over 10,000 shares of the Company's Class A
Stock owned by his brother-in-law, Melvin Heller, by virtue of his discretionary
authority over Mr. Heller's brokerage account in which such shares are held.
Morris Propp expressly disclaims beneficial ownership of the 15,000 shares owned
by Rodney M. Propp. Rodney M. Propp expressly disclaims beneficial ownership of
the 10,000 shares owned by Morris Propp and the 10,000 shares owned by Melvin
Heller. Each of the Reporting Persons has the sole power to vote and direct the
vote and to dispose and direct the disposition of the Class A Stock which he or
it owns, except that Morris Propp and Rodney Propp share the power to direct the
vote and disposition of (a) the 10,000 shares owned by P-II, Incorporated by
virtue of their positions as its sole directors and officers, and (b) the
123,000 shares owned by Hanaper Partners, L.P. by virtue of P-II, Incorporated's
status as general partner of Hanaper Partners, L.P. In addition, Morris Propp
shares the power to direct the disposition of the 10,000 shares owned by Melvin
Heller, by virtue of his discretionary trading authority over Mr. Heller's
account in which such shares are held.
<PAGE>
Within the last 60 days, the Reporting Persons have engaged in
the following transactions (all open market purchases) in the Company's Class A
Common Stock:
HANAPER PARTNERS, L.P.
11/06/96 1,100 @ 1.875
11/22/96 5,000 @ 1.75
19,000 @ 1.6875
11/25/96 9,000 @ 1.5625
11/26/96 19,000 @ 1.5625
12/02/96 5,000 @ 1.8125
MORRIS PROPP
11/22/96 5,000 @ 1.75
11/25/96 5,000 @ 1.625
11/26/96 5,000 @ 1.625 (for account of Melvin
Heller)
P-II, INCORPORATED
11/26/96 5,000 @ 1.625
RODNEY M. PROPP
11/26/96 10,000 @ 1.625
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Reporting Persons do not have any contracts, arrangements
or understandings with any other person with respect to the securities of the
Company, except for their agreement to file this Schedule 13D collectively. The
Reporting Persons disclaim membership in any group with respect to the
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
<PAGE>
Signatures
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.
December 5, 1996 /s/ Rodney M. Propp
Rodney M. Propp
December 4, 1996 /s/ Morris Propp
Morris Propp
December 4, 1996 Hanaper Partners, L.P.
By: P-II Incorporated, General Partner
By: /s/ Morris Propp
_______________________________
Morris Propp, President
December 4, 1996 P-II, Incorporated
By: /s/ Morris Propp
________________________________
Morris Propp, President
