SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1){1}
PRT Group Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
693579104
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
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)
**FOOTNOTES**
{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 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 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>
CUSIP No. 693579104 13G Page 2 of 9 Pages
1 NAMES OF REPORTING PERSONS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Douglas K. Mellinger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,054,708 shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,054,708 shares
WITH 8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,708 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* /X/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 693579104 13G Page 3 of 9 Pages
1 NAMES OF REPORTING PERSONS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory S. Mellinger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,067,080 shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,067,080 shares
WITH 8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,067,080 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 693579104 13G Page 4 of 9 Pages
1 NAMES OF REPORTING PERSONS
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul L. Mellinger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,044,980 shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,044,980 shares
WITH 8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044,980 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
PRT Group Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
PRT Group Inc.
342 Madison Avenue, 11th Floor
New York, New York 10173
Item 2. (a)-(c) Name, Address of Principal Business Office and Citizenship
of Persons Filing. This statement is filed on behalf of the
persons named in paragraphs 1 through 3 below (collectively, the
"Reporting Persons"). The written agreement by the Reporting
Persons to the joint filing of this statement is attached hereto as
Exhibit A. The following information is furnished with respect to
each of the Reporting Persons.
1. Douglas K. Mellinger
Douglas K. Mellinger
c/o PRT Group Inc.
342 Madison Avenue, 11th Floor
New York, New York 10173
Citizenship: United States of America
2. Gregory S. Mellinger
Gregory S. Mellinger
c/o PRT Group Inc.
342 Madison Avenue, 11th Floor
New York, New York 10173
Citizenship: United States of America
3. Paul L. Mellinger
Paul L. Mellinger
209 33rd Street
Manhattan Beach, California 90266
Citizenship: United States of America
(d) Title of Class of Securities: Common Stock, par value $.001
per share
(e) CUSIP Number: 693579104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership.
The aggregate number and percentage of outstanding shares of
common stock, par value $.001 per share, of PRT Group Inc. (the
"Shares") beneficially owned by each of the Reporting Persons are
set forth below.
1. Douglas K. Mellinger*
(a) Amount Beneficially Owned: 2,052,708
(b) Percent of Class: 11.2%
(c) Number of Shares to which such person has:
(i) sole power to vote or direct the vote: 2,052,708
(ii) shared power to vote or direct the vote: 0
(iii)sole power to dispose or to direct the disposition
of: 2,052,708
(iv) shared power to dispose or to direct the
disposition of: 0
* This schedule does not relate to, and, in accordance with
Rule 13d-4 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Douglas K. Mellinger
expressly declares that the filing of this schedule shall
not be construed as an admission that he is, for purposes
of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any of (i) the 13,332 shares of
Common Stock owned by his wife as custodian for his
daughters under the NY-UTMA, or (ii) the 30,417 shares of
Common Stock owned by the Mellinger Foundation, a
charitable foundation of which Mr. Mellinger is a
Director. Mr. Mellinger has not agreed to act together
with such persons for the purpose of acquiring, holding,
voting or disposing of shares of Common Stock and he
disclaims membership in any "group" with such persons
with respect to the Common Stock for purposes of Section
13(d)(3) of the Exchange Act or Rule 13d-5(b) (1) adopted
thereunder.
2. Gregory S. Mellinger
(a) Amount Beneficially Owned: 2,065,080
(b) Percent of Class: 11.3%
(c) Number of Shares to which such person has:
(i) sole power to vote or direct the vote: 2,065,080
(ii) shared power to vote or direct the vote: 0
(iii)sole power to dispose or to direct the disposition
of: 2,065,080
(iv) shared power to dispose or to direct the disposition
of: 0
3. Paul L. Mellinger
(a) Amount Beneficially Owned: 2,044,980
(b) Percent of Class: 11.2%
(c) Number of Shares to which such person has:
(i) sole power to vote or direct the vote: 2,044,980
(ii) shared power to vote or direct the vote: 0
(iii)sole power to dispose or direct the disposition of:
2,044,980
(iv) shared power to dispose or to direct the disposition
of: 0
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.
The identity of each member of the group is set forth in Exhibit
B hereto.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: February 9, 1999
/s/ Douglas K. Mellinger
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Douglas K. Mellinger
/s/ Gregory S. Mellinger
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Gregory S. Mellinger
/s/ Paul L. Mellinger
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Paul L. Mellinger
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of them of a Statement on Schedule 13G (including amendments
thereto) with respect to the common stock, par value $.001 per share, of
PRT Group Inc., and further agree to the filing of this Joint Filing
Agreement as an Exhibit to such statement.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of February 9, 1999.
By: /s/ Douglas K. Mellinger
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Douglas K. Mellinger
By: /s/ Gregory S. Mellinger
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Gregory S. Mellinger
By: /s/ Paul L. Mellinger
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Paul L. Mellinger
Exhibit B
IDENTIFICATION OF MEMBERS OF THE GROUP
The following information is furnished with respect to each member of
the group consisting of Douglas K. Mellinger, Gregory S. Mellinger and Paul
L. Mellinger, each of whom has agreed to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including amendments thereto) with
respect to the common stock, par value $.001 per share, of PRT Group Inc.
("PRT").
Douglas K. Mellinger, Gregory S. Mellinger and Paul L. Mellinger are
brothers. Douglas K. Mellinger is the Chairman of the Board and Chief
Executive Officer of PRT. Gregory S. Mellinger is the Chief Operating
Officer and a director of PRT. Paul L. Mellinger is not employed by or
otherwise affiliated with PRT. Each of Douglas, Gregory and Paul Mellinger
are citizens of the United States of America.
