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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1 )1
INTERNATIONAL ASSETS HOLDING CORPORATION
______________________________________________________________________________
(Name of Issuer)
COMMON STOCK
_____________________________________________________________________________
(Title of class of securities)
459028106
______________________________________________________________________________
(CUSIP number)
Jerome F. Miceli
250 Park Avenue S., Suite 200
Winter Park, Florida 32789
(407) 629-1400
______________________________________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
January 23, 1997
__________________________________________________________________________
(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 of 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.
- -----1 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 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 pages)
(Page 1 of 4 Pages)
CUSIP NO. 459028106 13D
PAGE 2 OF 4 PAGES
- ---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR IRS IDENTIFICATION NOS. OF ABOVE PERSON
JEROME F. MICELI
__________________ _________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
__________________ (a) [ ] (b) [ ]
_________________________________________________________
3 SEC USE ONLY
__________________ _________________________________________________________
4 SOURCE OF FUNDS OO
__________________ _________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) [ ]
__________________ ________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
__________________ _________________________________________________________
7 SOLE VOTING POWER
132,724
NUMBER OF ______________ _______________________________________
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH ______________ _______________________________________
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
116,596
______________ _______________________________________
10 SHARED DISPOSITIVE POWER
16,128
__________________ ______________ _______________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 132,724
__________________ _________________________________________________________
12 CHECK BOX IF THE SHARES AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
__________________ _________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9
__________________ _________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 459028106 13D
PAGE 3 OF 4 PAGES
Item 1. Security and Issuer
This statement relates to shares (the "Shares") of the common stock of
International Assets Holding Corporation (the "Issuer").The principal executive
offices of the Issuer are located at 250 Park Ave. South, Suite 200, Winter
Park, Florida 32789.
Item 2. Identity and Background
(a) Jerome F. Miceli
(b) 250 Park Ave. S. Suite 200
Winter Park, FL 32789
(c) The principal occupation of Mr. Miceli is President and CEO of
International Assets Advisory Corp. ("IAAC"), a wholly owned subsidiary of the
Issuer. IAAC is a full service broker/dealer. Mr. Miceli has been a director of
the Issuer since 1990 and also serves as president and treasurer of the Issuer.
(d) None
(e) None
(f) United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Effective December 31, 1992, the Diego J. Veitia Family Trust ( the
"Trust"), which is controlled by Diego J. Veitia, the chairman of the Issuer,
gifted 9,038 shares of the Issuer's Common Stock to Mr. Miceli. In January,
1993, the Trust gifted another 9,039 shares to Mr. Miceli and granted him an
option to purchase an additional 4,519 shares of stock currently owned by the
Trust at a price of $1.81 per share. The option is exercisable at will and
should Mr. Miceli exercise this option it is anticipated that personal funds
will be used to pay for the Shares.
In November, 1993, the Issuer issued 50,000 of its Shares to Mr. Miceli as
compensation for services rendered. The Issuer valued these Shares at $1.10 per
share or compensation of $55,000.
Mr. Miceli was granted a stock option under the Issuer's Stock Option Plan
in January, 1993. As of January 23, 1997, 30,000 options were exercisable
under this partially vested option.
Mr. Miceli was granted an additional stock option under the Issuer's Stock
Option Plan in December, 1995. As of December 28, 1996, 14,000 options became
exercisable under this partially vested option.
Shares of the Issuer's Common Stock are purchased and allocated to
participants of the International Assets Advisory Corp. Employee Stock Ownership
Plan and Trust (the "ESOP"). Shares are purchased with monies contributed by the
Employer (IAAC). No employee contributions are permitted to the ESOP and the
Employer's contribution is discretionary on an annual basis. The allocations to
the participants are effective as of the end of the plan year for the ESOP. The
ESOP was first effective on December 30, 1992 and shares have been allocated to
participants in each successive year. Mr. Miceli was notified by the ESOP Plan
Administrator that total shares allocated to him through plan year 1995 were
16,128.
Item 4. Purpose of Transaction
Mr. Miceli's acquisition of these Shares is directly related to his
employment by the Issuer and its subsidiaries. It is Mr. Miceli's intention to
hold his currently owned Shares as a long term investment. There are no current
plans for the immediate future to exercise his option to purchase the additional
4,519 Shares from the Veitia Family Trust or to exercise the 30,000 share option
or the 14,000 share option from the Stock Option Plan.
CUSIP NO. 459028106 13D
PAGE 4 OF 4 PAGES
Item 5. Interest in the Securities of the Issuer
(a) The aggregate percentage of Shares of Common Stock reported owned by
Mr. Miceli is based upon 1,444,769 Shares outstanding as of December 20, 1996
as reported in the Issuer's 10-KSB for the year ended September 30, 1996.The
aggregate of 44,000 shares subject to issuance from the Stock Option Plan upon
the exercise of his options are also deemed outstanding for purposes of
computing the percentage owned by Mr. Miceli. The aggregate number of shares
reported as benefically owned by Mr. Miceli is 132,724 which constitutes
approximately 8.9% of the outstanding Shares of the Issuer.
(b) By virtue of his ownership Mr. Miceli has the sole power to vote
132,724 shares. Mr. Miceli has the sole power to dispose of the 116,596 shares.
(c) Mr. Miceli has no transactions during the past sixty days in Shares of
the Issuer.
(d) No person other than Mr. Miceli is known to have the right to receive
or the power to direct the receipt of dividends. Should Shares of Common Stock
owned within the ESOP be sold, the ESOP would have power to direct the receipt
of proceeds from the sale of the shares allocated to Mr. Miceli.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than as described herein with reference to the 4,519 shares available
as an option from the Diego J. Veitia Family Trust and the 44,000 options
available for exercise under the Stock Option Plan, there are no contracts,
arrangements or understandings between Mr. Miceli and another person with
respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
There are no exhibits to this filing.
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.
Dated: February 14, 1997
/S/ JEROME F. MICELI
__________________________________________
Jerome F. Miceli, President\Reporting Person