-----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, IG9Xs4SioN4v+DRs1/2w7NfMhzmNeaULH08Umfe+6BRIYN2uyVKQf0yruaEFraRE 0l+uCbwe0rfLd0tMh+vLqw== 0001047469-99-005774.txt : 19990217 0001047469-99-005774.hdr.sgml : 19990217 ACCESSION NUMBER: 0001047469-99-005774 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: GARY L. SCHOTTENSTEIN GROUP MEMBERS: LINDA S. FISHER GROUP MEMBERS: ROBERT H. SCHOTTENSTEIN GROUP MEMBERS: SCHOTTENSTEIN IRVING E ON BEHALF OF IRVING E & MELVIN L FAMI GROUP MEMBERS: STEVEN SCHOTTENSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: M I SCHOTTENSTEIN HOMES INC CENTRAL INDEX KEY: 0000799292 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 311210837 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-38107 FILM NUMBER: 99539284 BUSINESS ADDRESS: STREET 1: 3 EASTON OVAL STE 500 CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 6144188000 FORMER COMPANY: FORMER CONFORMED NAME: MI SCHOTTENSTEIN HOMES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHOTTENSTEIN IRVING E ON BEHALF OF IRVING E & MELVIN L FAMI CENTRAL INDEX KEY: 0001044274 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O M/I SCHOTTENSTEIN HOMES INC STREET 2: 3 EASTERN OVAL CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: 6144188000 MAIL ADDRESS: STREET 1: C/O M/I SCHOTTENSTEIN HOMES INC STREET 2: 3 EASTERN OVAL CITY: COLUMBUS STATE: OH ZIP: 43219 SC 13G/A 1 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * M/I SCHOTTENSTEIN HOMES, INC. - ------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - ------------------------------------------------------------------------------ (Title of Class of Securities) 55305B-10-1 ------------------ (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 7 Pages CUSIP NO. 55305B-10-1 13G PAGE 2 OF 7 PAGES 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Members of the Irving E. Schottenstein family and trusts for the benefit of members of such family are filing this Amendment No. 2 to Schedule 13G as a group. The members of the group are Irving E. Schottenstein, Robert H. Schottenstein, Steven Schottenstein, Gary L. Schottenstein, Linda S. Fisher and certain trusts for the benefit of such members and/or their families. 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) X --- (b) ___ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,779,400 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 2,779,400 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,779,400 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 31.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Page 2 of 7 Pages ITEM 1(a). NAME OF ISSUER. M/I Schottenstein Homes, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 3 Easton Oval Columbus, Ohio 43219 ITEM 2(a). NAME OF PERSON FILING. Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), members of the Irving E. Schottenstein family and trusts for the benefit of members of such family are filing this Amendment No. 2 to Schedule 13G as a group. The individual members of the group on behalf of whom this Amendment No. 2 to Schedule 13G is being filed consist of: Irving E. Schottenstein, individually and as trustee of trusts for the benefit of his lineal descendants Robert H. Schottenstein, individually and as trustee of trusts for the benefit of his minor children Steven Schottenstein, individually and as trustee of trusts for the benefit of his minor children Gary L. Schottenstein, individually and as trustee of trusts for the benefit of his minor children Linda S. Fisher, individually and as trustee of trusts for the benefit of her minor children ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. c/o Irving E. Schottenstein 3 Easton Oval Columbus, Ohio 43219 ITEM 2(c). CITIZENSHIP. United States ITEM 2(d). TITLE OF CLASS OF SECURITIES. Common Stock, $.01 par value ITEM 2(e). CUSIP NUMBER. 55305B-10-1 Page 3 of 7 Pages ITEM 3. Not Applicable ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 2,779,400 shares of Common Stock as of December 31, 1998 (1) (b) Percent of class: 31.5% as of December 31, 1998 (1) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,779,400 as of December 31, 1998 (1) (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 2,779,400 as of December 31, 1998 (1) (iv) Shared power to dispose or to direct the disposition of: None ____________________ (1) The following information is provided as of December 31, 1998. As of such date, 2,678,300 of such shares are beneficially owned by Irving E. Schottenstein. Irving E. Schottenstein is the trustee of (i) the Irving and Frankie Schottenstein Trust which holds 478,300 shares (5.4%), and (ii) the Steven Schottenstein Descendants Trust which holds 54,800 shares (0.6%), and exercises all rights with regard to such shares. Irving E. Schottenstein is also the trustee, pursuant to trust agreements dated August 1986, as amended, of trusts for the benefit of his four children: Robert H. Schottenstein (550,000 shares) (6.2%), Steven Schottenstein (495,200 shares) (5.6%), Gary L. Schottenstein (550,000 shares) (6.2%) and Linda S. Fisher (550,000 shares) (6.2%). As trustee, Mr. Schottenstein is empowered to exercise all rights with regard to such shares, revoke each trust, and with the agreement of each beneficiary, amend each trust. This amount also includes: 34,000 shares (0.4%) beneficially owned by Robert H. Schottenstein; 34,000 shares (0.4%) beneficially owned by Steven Schottenstein; 13,800 shares (0.2%) beneficially owned by Gary L. Schottenstein; and 19,300 shares (0.2%) beneficially owned by Linda S. Fisher. Each of the undersigned disclaims beneficial ownership of the shares of Common Stock owned by the other members of his or her family and this filing shall not be an admission that any of the undersigned is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any such shares of another of the undersigned. Page 4 of 7 Pages ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. / / ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. In lieu of a separate exhibit, please see Item 2(a). ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable ITEM 10. CERTIFICATIONS. Not Applicable Page 5 of 7 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.* Dated: February 12, 1999 /s/ Irving E. Schottenstein - ----------------------------------- Irving E. Schottenstein individually and as trustee By: /s/ Irving E. Schottenstein -------------------------------- Name: Irving E. Schottenstein Attorney-in-Fact for the Following Persons: Robert H. Schottenstein individually and as trustee Steven Schottenstein individually and as trustee Linda S. Fisher individually and as trustee /s/ Gary L. Schottenstein - ----------------------------------- Gary L. Schottenstein individually and as trustee - ----------------------------------- * In accordance with Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations under the Exchange Act, this Amendment No. 2 to the Schedule 13G filed on August 13, 1997 (as amended by Amendment No. 1 filed on October 17, 1997, the "Schedule 13G") with the Securities and Exchange Commission on behalf of the above listed parties, is filed pursuant to an agreement among the above listed parties, which is attached hereto as EXHIBIT A. The Powers of Attorney authorizing Irving E. Schottenstein to act on behalf of each of the above listed parties (other than Gary L. Schottenstein) are attached to the Schedule 13G. Page 6 of 7 Pages EXHIBIT A Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 2 to Schedule 13G, as amended by Amendment No. 1, to which this EXHIBIT A is attached is filed on behalf of each of the undersigned. Dated: February 12, 1999 /s/ Irving E. Schottenstein - ----------------------------------- Irving E. Schottenstein individually and as trustee By: /s/ Irving E. Schottenstein - ----------------------------------- Name: Irving E. Schottenstein** Attorney-in-Fact for the Following Persons: Robert H. Schottenstein individually and as trustee Steven Schottenstein individually and as trustee Linda S. Fisher individually and as trustee /s/ Gary L. Schottenstein - ----------------------------------- Gary L. Schottenstein individually and as trustee - ----------------------------------- ** The Powers of Attorney authorizing Irving E. Schottenstein to act on behalf of each of the above listed parties (other than Gary L. Schottenstein) are attached to the Schedule 13G. Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----