-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GdwtIjkk8bOBuo4aIU224Narr5NQFIGV1a90utSMom21XkWyxqF2K1kJra86W45T 8QwMHsV1P8MuWWTJnxcyQA== 0000899681-96-000244.txt : 19960802 0000899681-96-000244.hdr.sgml : 19960802 ACCESSION NUMBER: 0000899681-96-000244 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960801 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORIOLE HOMES CORP CENTRAL INDEX KEY: 0000074928 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 591228702 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34085 FILM NUMBER: 96602458 BUSINESS ADDRESS: STREET 1: 1690 S CONGRESS AVE STE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 4072742000 FORMER COMPANY: FORMER CONFORMED NAME: ORIOLE LAND & DEVELOPMENT CORP DATE OF NAME CHANGE: 19720615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCLAUGHLIN ANDREW J JR CENTRAL INDEX KEY: 0001000696 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 153228286 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY SUITE 2400 CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2124250400 MAIL ADDRESS: STREET 2: 61 BROADWAY SUITE 2400 CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _______)* Oriole Homes Corp. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Class B, Par Value $.10 - ------------------------------------------------------------------------------- (Title of Class of Securities) 686264-20-1 --------------------------- (CUSIP Number) Andrew J. McLaughlin, Jr. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006, (212) 425-0400 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 1996 ------------------------------------------------------- (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 [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 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 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). SCHEDULE 13D CUSIP NO. 686264-20-1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew J. McLaughlin, Jr. - S.S. ####-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 129,900 Shares, assuming conversion of Class A Common NUMBER OF ---------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,900 Shares, assuming conversion of Class A Common EACH ---------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 129,900 Shares, assuming conversion of Class A Common WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,900 Shares, assuming conversion of Class A Common - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,800 Shares, assuming conversion of Class A Common - -------------------------------------------------------------------------------- 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%, assuming conversion of Class A Common - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. This report relates to the Common Stock, Class B of Oriole Homes Corp. Its chief executive officer is Mark A. Levy. The principal executive offices are located at 1690 South Congress Avenue, Delray Beach, Florida, 33445. This report reflects the purchase of shares of Class B Common Stock, par value $. 10. ITEM 2. IDENTITY AND BACKGROUND. This report is being filed by Andrew J. McLaughlin, Jr. as to (i) shares for which Andrew J. McLaughlin, Jr. has sole voting or dispositive power; and (ii) shares for which Andrew J. McLaughlin, Jr. has shared voting or dispositive power. Andrew J. McLaughlin, Jr. is a registered representative of Loeb Partners Corporation, a registered broker/dealer, 61 Broadway, New York, New York, 10006. He is also an officer and a director of other corporations affiliated with Loeb Partners Corporation. Andrew J. McLaughlin, Jr. is a United States citizen. He has not, within the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been 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 violations with respects to such laws. McLaughlin Family Fund is a partnership comprised of Andrew J. McLaughlin, Jr. as general partner and his children, nephews, nieces as limited partners. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER COMPENSATION. The shares, the ownership of which is reported hereby were acquired with personal, partnership or trust funds. ITEM 4. PURPOSE OF TRANSACTION. The shares, the ownership of which is reported hereby, were acquired for investment purposes. The reporting persons reserve the right to acquire additional shares, or to dispose of some or all of their shares, in accordance with applicable regulations. Mr. McLaughlin may from time to time discuss with members of the issuer's management various ideas with a view to enhancing the value of the shares, but he is not presently contemplating any plans or proposals required to be described in answer to this Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b). The respective number of shares of the Company's Class B Common Stock held are: I. Shares as to which Andrew J. McLaughlin, Jr. has sole voting or dispositive power. Number of Shares of Class B Common Stock Beneficial Owner - --------------------------- ---------------- 64,500 Andrew J. McLaughlin, Jr. 35,300 McLaughlin Family Fund II. Shares as to which Andrew J. McLaughlin, Jr. has shared voting or dispositive power. Number of Shares of Class B Common Stock Beneficial Owner - --------------------------- ---------------- 9,700 Thomas L. Kempner, Irwin D. Rowe, Andrew J. McLaughlin, Jr. as Trustees for Loeb Rhoades Hornblower Profit Sharing Trading for Account of Andrew J. McLaughlin, Jr. 109.500(4.0%) ============= Percentages are computed on the basis of 2,734,275 outstanding shares of Class B Common Stock reported by the Company as of March 31, 1996 in its most recent 10-Q report. III. Shares covered by convertible Common Stock, Class A, par value $.10 owned by person named above. Andrew J. McLaughlin, Jr., McLaughlin Family Fund and the trust referred to in II above own convertible Common Stock, Class A, par value $. 10 in the amounts of 21,700, 8,400 and 4,200 respectively. Such shares are convertible at the rate of one share of Common Stock, Class B for each share. Assuming only conversion of these shares, there would have been 2,768,575 Class B Common shares outstanding as of July 2, 1996 and the persons named in this Item 2 would have owned in the aggregate 143,800 shares (5.2% of 2,768,575). (c) The following purchases have been made within the last 60 days. Purchaser Security Price # of Shares Trade Date - -------- -------- ----- ----------- ---------- Andrew J. McLaughlin, Jr. Cl. A Common $7.93 3,900 7-2-96 Andrew J. McLaughlin, Jr. Cl. B Common $7.85 4,600 7-2-96 (d) and (e). Not applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None. 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: July 12, 1996 /s/ Andrew J. McLaughlin, Jr. Andrew J. McLaughlin, Jr., individually, as general partner and as trustee -----END PRIVACY-ENHANCED MESSAGE-----