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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE13D
Under the Securities Exchange Act of 1934
(Amendment No._________ )*
INTERNATIONAL ASSETS HOLDING CORPORATION
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(Name of Issuer)
SERIES A PREFERRED
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(Title of Class of Securities)
NONE
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(CUSIP Number)
Nancey M. McMurtry
International Assets Holding Corporation
220 E. Central Parkway, Suite 2060
Altamonte Springs, FL 32701
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Louis T. M. Conti, Esq.
Holland & Knight
200 S. Orange Ave., Ste. 2600
Orlando, FL 32801
December 31, 2002
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of (S)(S)240.13d-l(e), 240.13d-l(f) or
240.13d-l(g), check the following box.
[_]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See (S)240.13d-7 for
other parties to whom copies are to be sent.
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* 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).
Persons who respond to the collection of Information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1746(03-00)
CUSIP No None
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1. Names of Reporting Persons.
Sean M. O'Connor
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) .............................................................
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5J Check if Disclosure of Legal Proceedings Is Required Pursuant to
Item 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 132,353
Shares ------------------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned by Each ------------------------------------------------------------------
Reporting 9. Sole Dispositive Power 132,353
Person With ------------------------------------------------------------------
10. Shared Dispositive Power 750,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
882,353
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 40.3%
---- ---------------------------------------------------------------------------
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14. Type of Reporting Person (See Instructions) IN
Item 1. Security and Issuer
SERIES A PREFERRED.
International Assets Holding Corporation
220 E. Central Parkway
Suite 2060
Altamonte Springs, FL 32701
Item 2. Identity and Background
(a) Name; Sean M. O'Connor
(b) Residence or business address; 220 E. Central Parkway, Ste 2060,
Altamonte Springs, FL 32701
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
Chief Executive Officer, International Assets Holding
Corporation
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition of
the case;
N/A
(e) Whether or not, during the last five years, such person was 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; and,
if so, identify and describe such proceedings and summarize the terms of
such judgment, decree or final order; and
N/A
(f) Citizenship. USA
Item 3. Source and Amount of Funds or Other Consideration
Mr. O'Connor used personal funds in the amount of $225,000 to purchase
132,353 shares that he directly owns. Funds of $1,275,000 to purchase 750,000
shares came from the St. James Trust for which Mr. O'Connor acts an advisor and
whose family is a beneficiary of the Trust.
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Item 4. Purpose of Transaction
(a) Mr. O'Connor signed a Share Subscription Agreement (the "Agreement")
through a private placement with International Assets Holding Corporation to
purchase shares of Series A Preferred stock, which are non-voting and
non-convertible. The transaction acquiring these shares was closed on December
6, 2002. As a result of his investment Mr. O'Connor is now Chief Executive
Officer of International Assets Holding Corporation and a member of the Board of
Directors.
(b) N/A
(c) Through the Agreement signed by Mr. O'Connor and upon subsequent
approval of a conversion provision in the Agreement by shareholders
on February 28, 2003, the Series A Preferred stock acquired by Mr.
O'Connor from the issuer would result in Mr. O'Connor's direct
ownership and/or control of 19.3% of the issuer's common stock.
(d) N/A
(e) N/A
(f) N/A
(g) N/A
(h) N/A
(i) N/A
(j) N/A
Item 5. Interest in Securities of the Issuer
(a) Mr. O'Connor currently owns directly and/or controls 882,353 shares
representing 40.3% of the outstanding shares of Series A Preferred. Pursuant
to the transaction which closed December 6, 2002 and the terms of the Share
Subscription Agreement, the shareholders of the corporation will be asked to
approve a provision in the Agreement which provides for the conversion of
the Series A Preferred shares into common stock. The conversion price would
equal the original purchase price of $1.70 per share. Should the
shareholders approve this provision the conversion would be automatic and
immediate. The Annual Meeting of the shareholders is scheduled for February
28, 2003; therefore, it is possible that these preferred shares may be
convertible into common shares within 60 days. Upon approval and conversion,
Mr. O'Connor would own directly and/or control through his relationship with
the St. James Trust 19.3% of the assumed number of post-conversion
outstanding shares of common stock.
(b) Following the conversion into common stock, Mr. O'Connor would have the sole
power to vote or to dispose of 132,353 shares of common stock. Through his
relationship with the St. James Trust, Mr.
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O'Connor would have a shared power to direct the vote and disposition of
750,000 shares of common stock.
(c) As described in paragraph (a) above Mr. O'Connor and the issuer closed a
transaction on December 6, 2002, in which Mr. O'Connor purchased directly
132,353 shares of Series A Preferred stock for a price of $1.70. As part of
the same transaction The Saint James Trust, for which Mr. O'Connor is an
advisor, purchased through an assignment from Mr. O'Connor 750,000 shares of
Series A Preferred stock for a price of $1.70. These shares of Preferred
stock are convertible into common only upon shareholder approval.
(d) No other persons than those identified in this filing have the right to
receive or direct the receipt of dividends or the proceeds for the sale of
these securities.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
N/A
Item 7. Material to Be Filed as Exhibits
Exhibit I Share Subscription Agreement
Exhibit II Amendment to Share Subscription Agreement
Exhibit III Assignment and Assumption Agreement between the Registrant,
Sean O'Connor and The St. James Trust.
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: January 10, 2003
Signature: /s/Sean M. O'Connor
Name/Title: Sean M. O'Connor/Chief Executive Officer
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
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The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See IS U.S.C. 1001)
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Exhibit Index
Exhibit Number Exhibit Description
1 Share Subscription Agreement
2 Amendment to Share Subscription Agreement
3 Assignment and Assumption Agreement between the
Registrant, Sean O'Connor and The St. James Trust.