SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 21)
Of S.G.I. Partners, L.P.
SCHEDULE 13D
(Amendment No. 11)
Of S.G.I. Partners, L.P. and Peter R. Kellogg
SCHEDULE 13D
(Amendment No.7)
Of Peter R. Kellogg
Under the Securities Exchange Act of 1934
National Discount Brokers Group, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
635646-10-2
(CUSIP Number)
S.G.I. Partners, L.P.
120 Broadway
New York, NY 10271
(212) 433-7000
Peter R. Kellogg
120 Broadway
New York, New York 10271
(212) 433-7000
(Name, address and telephone number of person
authorized to receive notices and communications)
(Continued on following page(s))
Page 1 of 6 Pages
January 12, 1999
(Date of event which requires filing of this statement)
Cusip No. 635646-10-2
_____________________________________________________
1. NAME OF REPORTING PERSON
S.G.I Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
112972100
_____________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
_____________________________________________________
3. SEC USE ONLY
_____________________________________________________
4. SOURCE AND AMOUNT OF FUNDS W
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) N/A
_____________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
_____________________________________________________
7. SOLE VOTING POWER NUMBER OF SHARES 3,441,200
________________________________________________
8. SHARED VOTING POWER 0
________________________________________________
9. SOLE DISPOSITIVE POWER 3,441,200
________________________________________________
10.SHARED DISPOSITIVE POWER 0
_____________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,441,200
_____________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_____________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6%
_____________________________________________________
14. TYPE OF REPORTING PERSON PN
_____________________________________________________
1. NAME OF REPORTING PERSON Peter R. Kellogg
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
_____________________________________________________
3. SEC USE ONLY
_____________________________________________________
4. SOURCE AND AMOUNT OF FUNDS PF
____________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) N/A
_____________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
Number of Shares Beneficially Owned by Each Reporting Person With
_____________________________________________________
7. SOLE VOTING POWER NUMBER OF SHARES 2,643,700
________________________________________________
8. SHARED VOTING POWER 21,500
________________________________________________
9. SOLE DISPOSITIVE POWER 2,643,700
________________________________________________
10.SHARED DISPOSITIVE POWER 21,500
_____________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,665,200
___________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_____________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.05%
_____________________________________________________
14. TYPE OF REPORTING PERSON IN
_____________________________________________________
Preliminary Note
This statement constitutes (a) Amendment No. 21 to the Statement
on Schedule 13D originally filed (the "Original Statement") by
S.G.I. Partners, L.P., a Delaware limited partnership ("SGI"),
(b) Amendment No. 11 to Schedule 13D filed by the group (subject
to the following paragraph) comprised of SGI and Peter R.
Kellogg, and (c) Amendment No. 7 to Schedule 13D filed on behalf
of Peter R. Kellogg.
The filing of this Combined Statement/Amendment is not and
shall not be deemed to be an admission that SGI or Peter R.
Kellogg, comprise a "group" within the meaning of Section 13(d)
of the Securities Exchange Act of 1934.
This Combined Statement/Amendment is filed to reflect the
recent transactions in the security.
Item 1. Security and Issuer
This Combined Statement/Amendment relates to the Common Stock,
par value $.01 (the "Common Stock"), of National Discount Brokers
Group, Inc., a Delaware corporation (the "Issuer"). The address
of the principal executive office of the Issuer is 10 Exchange
Place, Jersey City, New Jersey, 07302.
Item 2. Identity and Background
The persons filing this Combined Statement/Amendment are (a) SGI
and (b) Peter R. Kellogg. This statement contains information
regarding shares of Common Stock owned by I.A.T. Reinsurance
Syndicate Ltd. ("IAT"), a Bermuda corporation of which Mr.
Kellogg is the sole holder of voting stock, and the Peter R. and
Cynthia K. Kellogg Foundation (the "Foundation"), a charitable
entity of which Peter R. Kellogg is a trustee. Mr. Kellogg has
sole dispositive and voting power with respect to the shares of
Common Stock owned personally and by IAT, and has shared
dispositive and voting power with respect to the shares of Common
Stock owned by the Foundation. Although shares of Common Stock
owned by IAT and the Foundation may be deemed to be beneficially
owned by Mr. Kellogg, the filing of this Statement should not be
deemed an admission that Mr. Kellogg beneficially owns such
shares or that the Foundation and IAT, or any other person or
persons refereed to herein constitute a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 (the "Act"), and the rules and regulations thereunder. (the
"Rules").
SGI's business address is:
120 Broadway
New York, New York 10271
The Foundation's business address is
c/o Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Mr. Kellogg's principal occupation is:
Senior Managing Director
Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
IAT's address is:
c/o Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
Sales of securities were effected by SGI pursuant to SEC
Rule 144 for the purpose of satisfying the liquidity needs of SGI
and its partners.
Neither SGI, Mr. Kellogg, IAT, nor the Foundation, as
stockholders, have plans or proposals which relate to or which
would result in any of the actions in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of January 13, 1999, SGI beneficially owned directly
an aggregate of 3,441,200 shares of Common Stock, constituting
24.6% of the 13,991,055 shares outstanding. As of January 13,
1999, Peter Kellogg beneficially owned directly and indirectly
through IAT and the Foundation an aggregate of 2,665,200 shares
of Common Stock, constituting 19.05% of the Common Stock
outstanding. Of those shares, 793,700 were owned by Mr. Kellogg
personally, 1,850,00 shares were owned by IAT, and 21,500 shares
were owned by the Foundation.
(b) SGI has sole dispositive power with respect to the
3,441,400 shares that it owns. Peter R. Kellogg has sole
dispositive power with respect to the 2,643,700 shares of Common
Stock that he and IAT own, and Mr. Kellogg has shared dispositive
and voting power with respect to the shares of Common Stock owned
by the Foundation.
(c) The following table sets forth information with respect
to all sales of Common Stock by SGI since November 13, 1998.
There were no purchases by any of the reporting persons during
the period covered by this Amendment.
SGI
Date of Number of Price Type of
Transaction Shares Per Share Transaction
01/11/99 105,000 20.69 Open Market Sale
01/12/99 59,100 22.91 Open Market Sale
01/12/99 310,000 22.51 Open Market Sale
01/13/99 28,200 19.78 Open Market Sale
01/13/99 56,500 21.15 Open Market Sale
Item 6. Contract Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
N/A
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set fourth in this
Statement is true, complete and correct.
Dated: January 14, 1999
Peter R. Kellogg SGI Partners, L.P.
Peter R. Kellogg SGI Partners, L.P.
