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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
EMPIRE FINANCIAL HOLDING COMPANY
(Name of Issuer)
Common Stock par value $.01 per share
(Title of Class of Securities)
291658 10 2
(CUSIP Number)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 28, 2005
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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.
CUSIP No. ..................................
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1. Names of Reporting Persons. E.F.H. Partners, LLC I.R.S.
Identification Nos. of above persons (entities only).
....................................................................
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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) .....00 .........................
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)..................................................
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6. Citizenship or Place of Organization Delaware.......................
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Number of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power .....4,383,332..............................
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8. Shared Voting Power ..........................................
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9. Sole Dispositive Power .....4,383,332.........................
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10. Shared Dispositive Power .....................................
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
.....4,383,332......................................................
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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) .....64.3%.......
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14. Type of Reporting Person (See Instructions) .....00.................
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This Amendment No. 1 amends the statement on Schedule 13D, originally
filed on June 2, 2005 (the "Schedule 13D") by EFH Partners, LLC ("EFH") with
respect to its ownership of securities issued by Empire Financial Holding
Company (the "Company"). This Amendment No. 1 relates to the purchase by EFH of
1,666,666 shares of the Common Stock of the Company on June 28, 2005 as a result
of its exercise of an option granted to it by the Company on May 20, 2005. The
aggregate purchase price for these shares was $1,000,000. As the Schedule 13D
was prepared on the basis of EFH's beneficial ownership, no changes are required
to the number of shares or the percentage of the class owned by EFH as reported
on the Schedule 13D.
Except as otherwise set forth in this Amendment No. 1, the information
contained in the Schedule 13D remains in effect and all capitalized terms not
otherwise defined in this Amendment No. 1 shall have the same meaning ascribed
to them in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended as follows:
(1) Paragraph (a) is hereby amended to read in its entirety as follows:
"EFH owns 2,166,666 shares of Common Stock, 7,000 shares of Class B Stock
(convertible into 1,166,666 shares of Common Stock) and has the right to acquire
1,050,000 shares of Common Stock pursuant to the exercise of the Gagne Option,
which, in the aggregate, represent approximately 64.3% of the class."
(2) Paragraph C is hereby amended by inserting the following sentence at the end
thereof:
"On June 28, 2005, EFH acquired 1,666,666 shares of Common Stock from the
Company upon its exercise of the Company Option. The aggregate purchase price
for these shares was $1,000,000, of which $750,000 was payable in cash and the
balance was paid by canceling a $250,000 indebtedness from the Company to EFH.
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.
June 29, 2005
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Date
/s/ Steven M. Rabinovici
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Signature
Steven M. Rabinovici, Manager
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Name/Title
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.
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 18 U.S.C. 1001)