8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2009

INTERNATIONAL ASSETS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-23554	59-2921318
(State of Incorporation)	(Commission File Number)	(IRS Employer ID No.)

220 E. Central Parkway, Suite 2060, Altamonte Springs, Florida 32701

(Address of Principal Executive Offices) (Zip Code)

(407) 741-5300

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 2, 2009, International Assets Holding Corporation will hold a conference call to discuss its merger with FCStone Group, Inc., announced earlier on the date hereof. A copy of the management presentation that will be used during the conference call is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Management Presentation

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

July 2, 2009	INTERNATIONAL ASSETS HOLDING CORPORATION
	/s/ Sean M. O’Connor
	Sean M. O’Connor Chief Executive Officer

3

EX-99.1

Creates a Leading Global Provider of

Consulting and Trade Execution Services

July

2,

2009

Exhibit 99.1

1

Disclaimer

“The following presentation should be taken in conjunction with the most recent financial

statements and notes thereto as well as the most recent Form 10-Q filed with the SEC.

This presentation may contain "forward-looking statements" within the meaning of

Section

27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act

of 1934.  These forward-looking statements involve known and unknown risks and

uncertainties, many of which are beyond our control, including adverse changes in

economic, political and market conditions, losses from market-making and trading

activities arising from counter-party failures and changes in market conditions, the possible

loss

of

key

personnel,

the

impact

of

increasing

competition,

the

impact

of

changes

in

government regulation, the possibility of liabilities arising from violations of federal and

state

securities

laws

and

the

impact

of

changes

in

technology

in

the

securities,

foreign

exchange and commodities dealing and trading industries.  Although we believe that the

forward-looking statements are based upon reasonable assumptions regarding our

business, future market conditions, there can be no assurances that actual results will not

differ

materially

from

any

results

expressed

or

implied

by

the

forward-looking

statements. 

We

undertake

no

obligation

to

publicly

update

or

revise

any

forward-looking

statements,

whether as a result of new information, future events or otherwise.  Readers are cautioned

that

any

forward-looking

statements

are

not

guarantees

of

future

performance.”

2

Transaction Highlights

Transaction

International Assets Holding Corp. (“INTL”) and FCStone Group, Inc. (“FCSX”)

merge to create a leading global provider of consulting and trade execution

services

INTL and FCSX shareholders will own 52.5% / 47.5%, respectively

FCStone will retain its name and operate as a division of INTL

Consideration

100% stock

FCSX shareholders will receive 0.2950x common INTL shares for each

outstanding common share of FCSX

Expected Close

Transaction

is

expected

to

close

in

4

th

calendar

quarter

2009

Approvals

Shareholders of both INTL and FCSX

Regulators

Board &

Management

7 INTL directors, 6 FCSX directors

Pete Anderson will be President and will join the INTL board, along with 5 other

FCSX board members

3

Strategic Fit

Complete trading solution for customer

OTC Market Making

Providing strategic recommendations and

value added execution capabilities

High Touch Complex Markets

Greater growth potential through geographic

diversification 

International Markets

Complementary management skills

Disciplined Risk / Capital Mgt.

Complementary product expertise

Hard Commodities, FX, Equities

Domestic Markets

Risk Management Consulting

Exchange Traded Platform

Agricultural, Energy & Soft Commodities

Proven Sales and Marketing

4

Complementary Platforms

+

=

INTL

FCSX

Combined

Hard Commodities

Agricultural, Energy &

Soft Commodities

Foreign Exchange

International Equities

International Debt Capital Markets

Asset Management

Risk Management

Advisory Capabilities

5

(a)

(b)

A Unique Company

Leading OTC trader and hedger of physical metals

for commercial consumers throughout the supply

chain –

producers to consumers

Significant player in hedging of agricultural,

energy and soft commodities for commercial

entities throughout the value chain

Leading provider of treasury and foreign exchange

services

Leading market maker in foreign equities

A unique company providing competitive

execution to over 10,000 wholesale customers in

North America and globally through offices in

Brazil, Argentina, London, Ireland, Dubai,

Singapore, Australia and China

~87 million commodity contracts traded

Physical commodities revenues of ~$40bn

Trades

8,000

unlisted

ADR’s

in

over

20

countries

and more than 100 currencies

Commodities

Trading

International

Equities

Market

Making

Commodity

and Risk

Management

Services

Clearing &

Execution

Services

International

Debt

Capital

Markets

Asset

Management

Foreign

Exchange

(a)

For the twelve month period ended February 28, 2009.

(b)

For the twelve month period ended March 31, 2009.

6

Complementary International Footprint

FCStone

Offices

INTL Offices

Business Activity

FCStone

Offices

FCStone

Offices

INTL Offices

INTL Offices

Business Activity

•

Relationships in over 100 Countries

•

Offices in 28 Cities

•

Locations in 11 Countries

Combined International Presence:

7

Strategic Growth Plan

Disciplined capital allocation approach by protecting and compounding capital

Robust risk management

No significant change in overall business strategy for either FCSX or INTL

Offer value added services to build durable revenue streams and create franchise value over

time

Broaden and deepen customer relationships globally

Current environment provides a significant opportunity for a credible, well capitalized

entity to gain market share

Larger financial institutions retreating to core activities while smaller competitors lack capital

or pose counter party risk to customers

Focus on organic growth and opportunistic add-on acquisitions

Leverage strengths of the merged platform by cross pollinating industry and domain

expertise

Continue to build international footprint in Europe, South America, Asia and the Middle East

Consider financially attractive small “tuck in”

acquisitions that add immediate value to the

platform

8

Combined Company Highlights

Note: INTL financial information as of 3/31/09 and FCSX

financial information as of 2/28/09.

Note: INTL financials include mark-to-market adjustments as

detailed in public filings.  See appendix for detailed

reconciliation to publicly reported numbers for FCSX.

($ in millions)

Combined

Adjusted

Operating

Revenue

Last 4 Fiscal Quarters

$100

$311

$411

1H'09 Annualized

$117

$278

$395

Adjusted

EBITDA

Last 4 Fiscal Quarters

$22

$59

$81

1H'09 Annualized

$33

$40

$73

Adjusted

Net

Income

Last 4 Fiscal Quarters

$10

$32

$43

1H'09 Annualized

$17

$22

$39

Assets

$366

$1,921

$2,286

Shareholders'

Equity

$79

$173

$253

Total

Customers

1,800

9,000

10,800

9

FCSX is an integrated commodity risk management company which provides risk

management consulting and transaction execution services to commercial

commodity intermediaries, end-users and producers

In fiscal year 2008, FCSX served approximately 9,000 customers

FCSX has

access

to

all

international

exchanges

and

is

a

clearing

member

of

all

major

US futures exchanges

FCSX is the third largest independent futures commission merchant as measured by

required customer segregated assets

In the twelve months ended February 2009, FCSX transacted 86.8 million contracts in

the exchange-traded and OTC markets

In the twelve months ended February 2009, revenue, net of commodities sold, and

adjusted net income were $310.6 million and $32.4 million, respectively

FCSX currently has 435 employees, with 125 risk management consultants worldwide

FCStone Overview

Note: See appendix for detailed reconciliation to publicly

reported numbers for FCSX.

10

FCSX –

Customer Oriented Business Model

Customers / Industries Served

Agriculture

Fuel Surcharge

Carbon

Credits

Energy

Livestock

Introducing

Brokers

Renewable Fuels

Food Products

Weather

Forest Products

Customers

Floor Traders

Professional Traders

Introducing Brokers

OTC Market

Physical Market

Financial Services

(Grain repo

program)

Merchant Services

(Commodity

financing program)

Exchange–Traded

Market

Risk

Management

Consultants

Provides Access to

Commodity &

Risk Management

Provides

Access to

Clearing &

Execution

11

FCSX –

Financial Performance

$0

$50

$100

$150

$200

$250

$300

$350

$400

FY2006

FY2007

FY2008

LTM Q2'09

Commissions and clearing fees

Service, consulting and brokerage fees

Interest Income

Other

Gross profit on commodities sales

$181.9

$257.8

$336.5

$310.6

$26.7

$54.4

$80.0

$58.7

15%

24%

19%

21%

$0

$20

$40

$60

$80

$100

FY 2006

FY 2007

FY 2008

LTM Q2'09

0%

10%

20%

30%

40%

EBITDA

EBITDA Margin

$764.8

$997.4

$1,528.0

$1,117.6

$0

$300

$600

$900

$1,200

$1,500

$1,800

FY2006

FY2007

FY2008

Q2'09

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

CSA

3 Month T-Bill

47.5

61.0

85.8

98.6

1.4

1.0

0.3

0.8

0.0

20.0

40.0

60.0

80.0

100.0

FY 2006

FY 2007

FY 2008

LTM Q2'09

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

Exchange-traded Volume

OTC Volume

Revenue, net of cost of commodities sold

Adjusted EBITDA & Adjusted EBITDA Margin

Customer Segregated Assets

Exchange-traded & OTC Volumes

Source: Public filings.

Note: See appendix for detailed reconciliation to publicly

reported numbers.

12

INTL Overview

Fortune 500 Company, established in 1981 and listed on NASDAQ since 1994 under ticker “IAAC”

Ranked #16 in ten year profit growth and # 12 for returns to shareholders

INTL has five business units –

international equities market making, international debt capital

markets, foreign exchange, commodities trading and asset management

INTL has over 190 experienced professionals in offices located in New York, London, Dubai,

Singapore, Buenos Aires, Orlando, and Miami

Management has over 50 years of combined experience in banking and credit exposure practices

Most key employees have a minimum of 15 years experience

Over the last 5 years revenues increased over 30X, equity capital increased 15X

Adjusted operating revenue has grown at a 46% CAGR since 2004

Adjusted

stockholders’

equity

has

grown

at

a

33%

CAGR

since

2004

Adjusted net income has grown at a 62% CAGR since 2005

Executive management has invested significant capital and currently owns 27% of the Company

Leucadia

(NYSE

–

“LUK”) is the largest institutional shareholder with 16% ownership

Note: Adjusted financials include mark-to-market adjustments as

detailed in INTL public filings.

13

Differentiated

Focus

on

High

Margin

Niche

Market

Leading

position

in

profitable

niche

markets

through

quality

execution

and

client

service

1

Experienced

Professionals

Over 190 professionals globally

Management has over 50 years

of combined experience in banking

and  credit exposure practices

Multiple Expansion 

Opportunities

Significant growth opportunities 

across all business segments

Over last 5 years revenues 

increased over 30x, equity capital 

increased 15x

Disciplined Risk Management

Consistent growth in revenues and EBITDA 

over the last 5 years through disciplined

risk  management

5

6

7

4

Diversified

Revenue

Base

International

Equity

Market-Making

Commodities

Trading

Foreign

Exchange

International

Debt

Capital

Markets

Asset

Management

INTL Business Model

Rapid Revenue Growth with 

Strong Operating Leverage

Critical mass allows operational leverage

to  be achieved

High

Quality 

Counterparties

Well

established,

reputable 

institutional

clients

and

NGOs

Diversified

Global

Footprint

Offices

in

key

international

markets

and

relationships

in

over

100

countries 

14

INTL –

Consistent Financial Performance

$22.0

$26.1

$43.4

$77.0

$100.5

$117.0

0

25

50

75

100

$125

FY2004

FY2005

FY2006

FY2007

FY2008

YTD

FY2009

Ann.

($0.1)

$2.6

$8.2

$10.1

$11.0

$17.0

(5)

0

5

10

15

$20

FY2004

FY2005

FY2006

FY2007

FY2008

YTD

FY2009

Ann.

$24.6

$28.1

$38.7

$54.9

$77.3

$83.0

0

20

40

60

80

$100

FY2004

FY2005

FY2006

FY2007

FY2008

3/31/2009

$3.48

$3.78

$4.94

$6.65

$8.66

$9.19

0

2

4

6

8

$10

FY2004

FY2005

FY2006

FY2007

FY2008

3/31/2009

Adjusted Operating Revenue

Adjusted Net Income

Adjusted Stockholders’

Equity

Adjusted Net Asset Value Per Share

Source: Public filings.

Note: Adjusted financials include mark-to-market adjustments

as detailed in INTL public filings.  Adjusted Net asset

value per share calculated as adjusted stockholders’

equity divided by book shares outstanding.

15

Appendix –

FCSX Financial Reconciliation

($ millions)

2006

2007

2008

LTM Q2'09

YTD Q2'09

Revenue (as reported)

$1,294.8

$1,342.0

$337.5

$314.1

$142.2

Cost of commodities sold

(1,112.9)

(1,084.2)

(1.1)

(3.5)

(3.1)

Revenue, net of cost of commodities sold

$181.9

$257.8

$336.5

$310.6

$139.1

Net Income from continuing ops (as reported)

$15.3

$33.6

$47.4

($36.6)

($53.1)

Bad debt expense

0.0

0.0

0.0

111.8

111.8

Sentinel loss

0.0

5.6

0.0

0.0

0.0

Gain on sale of FGDI

0.0

(2.6)

0.0

0.0

0.0

Dividend on CBOT stock

0.0

(0.5)

0.0

0.0

0.0

Gain on sale of exchange seats & stock

0.0

(3.7)

(3.7)

(7.3)

(6.5)

Gain / loss on interest rate contract

0.0

0.0

(0.0)

5.0

0.0

Pension charge

0.0

0.0

1.5

1.5

0.0

Clearing fee related to CRM business

0.0

(1.4)

1.4

2.5

0.0

Impairment of goodwill

0.0

0.0

0.0

1.9

1.9

Executive Compensation

0.0

0.0

0.0

2.9

2.9

Adjustments

0.0

(2.5)

(0.9)

118.2

110.1

Income tax impact on extraordinary items

0.0

0.9

0.4

(49.2)

(45.9)

Adjusted Net Income from continuing ops

$15.3

$32.0

$46.9

$32.4

$11.2

EBITDA (as reported)

$32.1

$65.3

$86.0

($53.2)

($85.8)

Bad debt expense

0.0

0.0

0.0

111.8

111.8

Sentinel loss

0.0

5.6

0.0

0.0

0.0

Gain on sale of FGDI

0.0

(2.6)

0.0

0.0

0.0

Dividend on CBOT stock

0.0

(0.5)

0.0

0.0

0.0

Gain on sale of exchange seats & stock

0.0

(3.7)

(3.7)

(7.3)

(6.5)

Gain / loss on interest rate contract

0.0

0.0

(0.0)

5.0

0.0

Pension charge

0.0

0.0

1.5

1.5

0.0

Clearing fee related to CRM business

0.0

(1.4)

1.4

2.5

0.0

Executive Compensation

0.0

0.0

0.0

2.9

2.9

Interest on short-term borrowings

(5.2)

(9.0)

(4.9)

(4.0)

(1.9)

Minority interest

(0.2)

0.6

(0.1)

(0.5)

(0.4)

Adjustments

(5.4)

(10.8)

(6.0)

111.9

105.9

Adjusted EBITDA

$26.7

$54.4

$80.0

$58.7

$20.1

16

This presentation is being made in respect of the proposed business combination involving International Assets and

FCStone.  In connection with the proposed transaction, International Assets intends to file with the SEC a registration

statement on Form S-4, containing a joint proxy statement/prospectus and other relevant materials and each of

International Assets and FCStone plan to file with the SEC other

documents regarding the proposed transaction.  The

final joint proxy statement/prospectus will be mailed to the stockholders of International Assets and FCStone. 

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY

STATEMENT/PROSPECTUS

(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC

CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION ABOUT INTERNATIONAL ASSETS, FCSTONE AND THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy

statement/prospectus (when available) and other documents filed with the SEC by International Assets and FCStone at

the SEC’s

web

site

at

www.sec.gov.

Free

copies

of

the

registration

statement

and

the

joint

proxy

statement/prospectus

(when available) and other documents filed with the SEC can also

be obtained by directing a request to International

Assets at:  220 East Central Parkway, Suite 2060, Altamonte Springs, Florida 32701, Attention: Scott Branch, telephone:

888-345-4685 x335; or to FCStone at: Investor Relations Department, FCStone Group, Inc., 10330 NW Prairie View

Road, Kansas City, Missouri 64153; Attention: William Dunaway; Telephone: (816)457-6247.  In addition, investors and

security holders may access copies of the documents filed with the SEC by International Assets on International Assets’

website at www.intlassets.com, and investors and security holders may access copies of the documents filed with the

SEC by FCStone’s

website at www.fcstone.com.

International Assets, FCStone and their respective directors and

executive officers and other persons may be deemed to

be participants in the solicitation of proxies from the stockholders of International Assets and FCStone in respect of the

proposed transaction.  Information regarding International Assets’

directors and executive officers is available in its

annual report on Form 10-K for the year ended September 31, 2008, filed with the SEC on December 8, 2008 and the

proxy statement for International Assets’

2009 annual meeting of stockholders, filed with the SEC on January 15, 2009. 

Information regarding FCStone’s

directors and executive officers is available in its annual report on Form 10-K for the

year ended August 31, 2008, filed with the SEC on November 14, 2008 and the proxy statement for FCStone’

2009

annual meeting of stockholders, filed with the SEC on December 8, 2009.  If and to the extent that any of the

International Assets or FCStone participants will receive any additional benefits in connection with the merger that are

unknown as of the date of this filing, the details of those benefits will be described in the definitive joint proxy

statement/prospectus relating to the merger.  Investors and stockholders can obtain more detailed information regarding

the direct and indirect interests of International Assets’

and FCStone’s

directors and executive officers in the merger by

reading the definitive joint proxy statement/prospectus when it becomes available.

Creates a Leading Global Provider of

Consulting and Trade Execution Services

July

2,

2009