UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
National Discount Brokers Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
824380 10 9
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(CUSIP Number)
Arthur Kontos
National Discount Brokers Group, Inc., 10 Exchange Place Centre,
Jersey City, NJ 07302,
(201) 946-2200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 9, 1999
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(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 this statement . (A fee is
not required only if the filing 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 or 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.
*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>
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur Kontos (SS # ###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX 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
United States
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7 SOLE VOTING POWER
NUMBER OF
2,867,000 Shares
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SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER
0 Shares
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,413,803 Shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,867,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the Common Stock, $.01 par value per share (the "Common Stock") of National
Discount Brokers Group, Inc. (the "Issuer"). The address of the principal
executive office of the Issuer is 10 Exchange Place Centre, Jersey City, New
Jersey 07302.
Item 2. Identity and Background
(a) The person filing this statement is Arthur Kontos.
(b) Mr. Kontos' business address is c/o National Discount Brokers
Group, Inc., 10 Exchange Place Centre, Jersey City, New Jersey
07302.
(c) Mr. Kontos is presently Vice Chairman of the Board, President
and Chief Executive Officer of the Issuer.
(d) and (e) During the last five years, Mr. Kontos was not
convicted in a criminal proceeding and was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Kontos is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of Transaction
Mr. Kontos is filing this Amendement No. 6 to Schedule 13D to
accurately reflect the number of shares owned by his former wife, Vickie Kontos.
The following describes any plans or proposals which Mr. Kontos
presently has with respect to the following enumerated subparagraphs of Item 4
of Schedule 13D:
(a) Mr. Kontos may buy additional shares of the Issuer's Common
Stock for investment in the future if he believes the purchase price is
attractive.
(b) Not Applicable
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
(f) Not Applicable
(g) Not Applicable
(h) Not Applicable
(i) Not Applicable
(j) Not Applicable
Item 5. Interest in Securities of the Issuer
(a) Arthur Kontos beneficially owns directly and indirectly an
aggregate of 2,867,000 shares of Common Stock, constituting 16.7% of the
outstanding Common Stock. Such shares are comprised of 1,337,854 shares of
Common Stock held by Mr. Kontos and 197,387 shares of Common Stock underlying
stock options held by Mr. Kontos**, 125,000 shares of Common Stock held by the
Arthur Kontos Foundation, 753,562 shares of Common Stock held by
limited partnerships of which Mr. Kontos is the general partner and Mr. Kontos'
children are sole limited partners and 453,197 shares over which Mr. Kontos has
sole voting power which are subject to a voting trust agreement with his former
wife, Vickie Kontos.
(b) Arthur Kontos has sole voting power with respect to 2,867,000
shares and sole dispositive power with respect to 2,413,803 shares.
(c) There have been no transactions of Common Stock involving
Arthur Kontos or the persons named in paragraph (a) during the past 60 days.
(d) Vickie Kontos has the right to receive and the power to direct
the receipt of dividends from the 453,197 shares of Common Stock transferred to
her by Mr. Kontos.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Arthur Kontos is a party to a Voting Trust Agreement dated May 11,
1993 (the "Voting Agreement"), whereby Arthur Kontos has the right to vote or
cause to be voted all the shares owned by Vickie Kontos until such time that the
Voting Agreement is terminated. See Exhibit A attached to Mr. Konto's previously
filed schedule 13D (Amendment No. 5).
Item 7. Material To Be Filed As Exhibits
None.
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** Does not include shares of Common Stock underlying stock options held by Mr.
Kontos which are not exercisable within the next 60 days.
<PAGE>
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.
Date: September 22, 1999 /s/ Arthur Kontos
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Arthur Kontos
