UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13 )*
DCAP Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
233065 10 1
(CUSIP Number)
Fred S. Skolnik, Esq. (516) 296-7000
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue, East Meadow, NY 11554
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 30, 1999
(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)(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
Page 1 of 10 Pages
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SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Morton L. Certilman
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
N/A
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 1,223,505
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
1,223,505
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Reporting Person
1,223,505
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.0%
14. Type of Reporting Person
IN
2
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SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Jay M. Haft
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
N/A
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 1,676,393
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
1,676,393
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Reporting Person
1,676,393
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
12.3%
14. Type of Reporting Person
IN
3
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SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Kevin Lang
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
N/A
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 2,675,000
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
2,675,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Reporting Person
2,675,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
19.7%
14. Type of Reporting Person
IN
4
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SCHEDULE 13D
CUSIP No. 233065 10 1
1. Name of Reporting Person
Abraham Weinzimer
2. Check the appropriate box if a member of a group (a) [ X ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
N/A
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
United States
Number of Shares 7. Sole Voting Power
Beneficially Owned 2,675,000
By Each Reporting
Person With 8. Shared Voting Power
0
9. Sole Dispositive Power
2,675,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Reporting Person
2,675,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
19.7%
14. Type of Reporting Person
IN
5
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ITEM 1. SECURITY AND ISSUER.
This statement amends and supplements the Schedule 13D dated December 16,
1988, as previously amended by Amendments No. 1 through 11 dated January 12,
1989, April 11, 1989, April 12, 1989, April 21, 1989, September 27, 1989,
February 27, 1992, March 22, 1994, October 11, 1994, June 3, 1996, July 31,
1996, and December 31, 1996, respectively, filed by Morton L. Certilman and Jay
M. Haft and Amendment No. 12, dated February 25, 1999, filed by Morton L.
Certilman, Jay M. Haft, Kevin Lang and Abraham Weinzimer, relating to the Common
Stock, par value $.01 per share, of DCAP Group, Inc. (the "Common Shares"), a
Delaware corporation (the "Company").
The address of the principal executive offices of the Company is 90 Merrick
Avenue, East Meadow, New York 11554.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Names of Reporting Persons:
Morton L. Certilman
Jay M. Haft
Kevin Lang
Abraham Weinzimer
(b) Residence or business addresses:
Morton L. Certilman
90 Merrick Avenue
East Meadow, NY 11554
Jay M. Haft
1001 Brickell Bay Drive
9th Floor
Miami, FL 33131
Kevin Lang
2545 Hempstead Turnpike
Suite 100
East Meadow, NY 11554
Abraham Weinzimer
2545 Hempstead Turnpike
Suite 100
East Meadow, NY 11554
(c) Mr. Certilman is employed as Chairman of the Company. Mr.
Haft is employed as Vice Chairman of the Company. Mr. Lang is employed as
President of the Company.
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Mr. Weinzimer is employed as Executive Vice President of the Company.
(d) None of the Reporting Persons has been convicted in a
criminal proceeding in the last five years.
(e) None of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body during the last five years.
(f) Messrs. Certilman, Haft, Lang and Weinzimer are citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
Effective December 30, 1999, Mr. Certilman gifted an aggregate of 359,388
Common Shares of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, Mr. Certilman is the beneficial owner of 1,223,505
Common Shares of the Company (or approximately 9.0% of the outstanding Common
Shares of the Company). Of such Common Shares, 902,452 are held in a retirement
trust for the benefit of Mr. Certilman. Mr. Certilman has sole voting and
dispositive power over all of such shares.
On February 25, 1999, pursuant to an Agreement, dated as of May 8, 1998, by
and among the Company and Messrs. Certilman, Haft, Lang and Weinzimer, as
amended (the "DCAP Agreement"), the Company acquired from Messrs. Lang and
Weinzimer all of the outstanding stock of DCAP Insurance Agencies, Inc. (then
known as Dealers Choice Automotive Planning Inc.) as well as interests in other
related companies. At the closing of the DCAP Agreement, Mr. Certilman also was
granted options to purchase up to 225,000 Common Shares of the Company, of which
options to purchase up to 112,500 shares are exercisable within 60 days.
Except as described in Item 4 hereof, during the past 60 days Mr. Certilman
has not effected any transactions in the Common Shares of the Company.
As of the date hereof, Mr. Haft is the beneficial owner of 1,676,393 Common
Shares of the Company (or approximately 12.3% of the outstanding Common Shares
of the Company). Of such Common Shares, 15,380 are held in a retirement trust
for the benefit of Mr. Haft. Mr. Haft has sole voting and dispositive power over
all of such shares. At the closing of the DCAP Agreement, Mr. Haft also was
granted options to purchase up to 225,000 Common Shares of the Company, of which
options to purchase up to 112,500 shares are exercisable within 60 days.
During the past 60 days Mr. Haft has not effected any transactions in the
Common
7
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Shares of the Company.
As of the date hereof, Mr. Lang is the beneficial owner of 2,675,000 Common
Shares of the Company (or approximately 19.7% of the outstanding Common Shares
of the Company). Mr. Lang has sole voting and dispositive power over all of such
shares. At the closing of the DCAP Agreement, Mr. Lang also was granted options
to purchase up to 200,000 Common Shares of the Company, of which options to
purchase up to 100,000 shares are exercisable within 60 days.
During the past 60 days Mr. Lang has not effected any transactions in the
Common Shares of the Company.
As of the date hereof, Mr. Weinzimer is the beneficial owner of 2,675,000
Common Shares of the Company (or approximately 19.7% of the outstanding Common
Shares of the Company). Mr. Weinzimer has sole voting and dispositive power over
all of such shares. At the closing of the DCAP Agreement, Mr. Weinzimer also was
granted options to purchase up to 200,000 Common Shares of the Company, of which
options to purchase up to 100,000 shares are exercisable within 60 days.
During the past 60 days Mr. Weinzimer has not effected any transactions in
the Common Shares of the Company.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Reference is made to Item 6 of Amendment No. 12 to this Schedule 13D. Also
see Item 5 hereof with respect to options held by the Reporting Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement among the Reporting Persons.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to myself
is true, complete and correct.
Dated: February 3, 2000
/s/ Morton L. Certilman
-----------------------
Morton L. Certilman
/s/ Jay M. Haft
---------------
Jay M. Haft
/s/ Kevin Lang
--------------
Kevin Lang
/s/ Abraham Weinzimer
---------------------
Abraham Weinzimer
<PAGE>
EXHIBIT 1
The undersigned agree that the Amendment to Schedule 13D to
which this Agreement is attached is filed on behalf of each one of them.
Dated: February 3, 2000
/s/ Morton L. Certilman
-----------------------
Morton L. Certilman
/s/ Jay M. Haft
---------------
Jay M. Haft
/s/ Kevin Lang
--------------
Kevin Lang
/s/ Abraham Weinzimer
---------------------
Abraham Weinzimer
<PAGE>
