So where did the other shares go:Last seen Oerie had 1.556 M, now only
318,750. Repurchase called for 469,540 (see Exhibit B) versus Exhibit A (318,750). Where did the other shares go: 1,556,000- 469,540= 1,086,460. Where did the other 767,710 go? Enquiring minds wnat to know. (1,086,460-318,750)
Exhibit A:
February 10, 1999
----------------------------------------------------------------------
(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 [ ].
(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))
CUSIP No. 466107109 13D Page 2 of 3
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Felix A. Oeri I.R.S. No. Intentionally omitted
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Personal Funds
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 318,750
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,750
Exhibit B:
JB OXFORD HOLDINGS ESTABLISHES TRUST TO REPURCHASE STOCK FROM Oeri Finance, Inc.
LOS ANGELES, March 8 /PRNewswire/ -- JB Oxford Holdings, Inc.
(Nasdaq: JBOH), a provider of discount and on-line brokerage services to
clients nationwide, has established an affiliate of the company in the form of
a trust to purchase stock from Oeri Finance, Inc. JB Oxford Holdings made a
loan to the trust in the amount $586,915, which through a series of
transactions was used to acquire 469,540 shares of the company's common stock
at an effective price of $1.25 per share. Concurrent with the transaction,
the company has relinquished its right of first refusal as to any remaining
shares held by Oeri Finance, and Oeri Finance has forgiven $728,000 in demand
debt owed by JB Oxford Holdings.
"This transaction is very beneficial to the company," said
JB Oxford Holdings Chairman and Chief Executive Officer C.L. Jarratt. "In
exchange for relinquishing our right of first refusal on the Oeri holdings, we
were able to effect the purchase of our stock at a significant discount to
current trading levels and erase a substantial portion of the debt owed to
Oeri Finance. This transaction marks one of the final and most significant
steps toward ending JB Oxford's association with Felix Oeri and his investment
firm."
"To date, our position has been to withhold payment from Oeri Finance and,
where possible, to restrict the transfer of JB Oxford stock from Oeri in order
to preserve any claim we may have stemming from the ongoing investigation of
the company," said JB Oxford President Jamie Lewis. "Mr. Oeri's willingness
to sell under these conditions enabled us to establish a trust to benefit
shareholders, which made us comfortable lifting certain restrictions on Oeri's
shares."
The proxy which grants Mr. Jarratt the right to vote all common stock
owned by Mr. Oeri and Oeri Finance remains in effect with respect to any and
all shares that Oeri may continue to hold. However, management believes that
Oeri Finance has substantially divested its remaining holdings.
The transaction, which closed Feb. 18, did not affect the remaining
$2.9 million in demand notes held by Oeri Finance that the company continues
to negotiate.
JB Oxford Holdings, Inc., through its wholly owned subsidiary JB Oxford &
Company, provides discount and on-line brokerage services, as well as
correspondent clearing services, to clients throughout the United States. The
company has branches in New York, Miami and Los Angeles. More information can
be obtained from the company's web site at www.jboxford.com.
This press release contains statements that are forward-looking and
comments on market conditions, revenue growth, expense management, and
outlook. Any number of conditions may occur which would affect important
factors in this analysis and materially change expectations. These factors
include, but are not limited to, known and unknown risks, customer trading
activity, changes in technology, shifts in competitive patterns, decisions
with regard to products and services, changes in revenues and profits, and
significant changes in the market environment.
SOURCE JB Oxford Holdings, Inc.
-0- 03/08/99
/CONTACT: General Information, Virginia St. John-Needham, Analyst
Contact, Jill Fukuhara, or Media Contact, Michaelle Burstin, of The Financial
Relations Board, 310-442-0599/
/Web site: jboxford.com
(JBOH)" |
