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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. 3)
Hoenig Group Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
434 396 107
(CUSIP Number)
Charles I. Weissman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
September 19, 1996
(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: [ ]
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SCHEDULE 13D
CUSIP No. 434 396 107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Qualified Terminable Interest Trust B
established under the Last Will and Testament of Ronald H. Hoenig
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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
N/A
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,120,788
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,120,788
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,120,788
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 434 396 107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kathryn L. Hoenig
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 107,500
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,120,788
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 107,500
10 SHARED DISPOSITIVE POWER
1,120,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,228,288
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 434 396 107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Hoenig
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 19,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,120,788
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 19,000
10 SHARED DISPOSITIVE POWER
1,120,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,139,788
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
14 TYPE OF REPORTING PERSON
IN
4
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SCHEDULE 13D
CUSIP No. 434 396 107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan C. Hoenig
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 100,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,120,788
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100,000
10 SHARED DISPOSITIVE POWER
1,120,788
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,220,788
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 434 396 107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Spiegel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 351,718
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,120,788*
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 351,718
10 SHARED DISPOSITIVE POWER
1,120,788*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,472,506*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16%*
14 TYPE OF REPORTING PERSON
IN
*Mr. Spiegel is one of four trustees of the Qualified Terminable Interest
Trust B established under the Last Will and Testament of Ronald H. Hoenig which
beneficially owns 1,120,788 shares of Common Stock. However, Mr. Spiegel
disclaims beneficial ownership of the shares owned by such trust.
6
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AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to the Schedule 13D originally filed by
Ronald H. Hoenig ("Mr. Hoenig"), Max H. Levine ("Mr. Levine") and Alan B.
Herzog ("Mr. Herzog") with the Securities and Exchange Commission (the "SEC")
on November 18, 1991, as previously amended by Amendment No. 1 filed with the
SEC on December 19, 1995 and Amendment No. 2 filed with the SEC on January 22,
1996, relates to the undersigned's beneficial ownership of shares of the common
stock, par value $0.01 per share, of Hoenig Group Inc. This Amendment No. 3
restates, amends and supplements the original Schedule 13D, as amended by
Amendment Nos. 1 and 2. After the filing of the original Schedule 13D, each of
Mr. Levine and Mr. Herzog filed a Schedule 13D with the SEC stating that each
should no longer be considered a Reporting Person with respect to the original
Schedule 13D, except with respect to the period preceding such filing.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Hoenig Group Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at Royal Executive Park, 4 International Drive, Rye Brook, New York
10573.
ITEM 2. IDENTITY AND BACKGROUND.
The original Schedule 13D was filed by Messrs. Hoenig, Levine
and Herzog on November 18, 1991. At such time, such persons were employed by
the Company (which is a holding company with subsidiaries whose principal
business is securities brokerage) as Chief Executive Officer, Executive Vice
President and Chief Operating Officer, respectively. After the filing of the
original Schedule 13D, each of Mr. Levine and Mr. Herzog filed a Schedule 13D
with the SEC stating that each should no longer be considered a Reporting
Person with respect to the original Schedule 13D, except with respect to the
period preceding such filing.
Mr. Hoenig died on October 12, 1995, and, on November 30,
1995, the Court of Probate in the District of Greenwich, State of Connecticut,
issued a Certificate of Letters Testamentary to four executors of Mr. Hoenig's
estate (the "Estate"). The Certificate of Letters Testamentary was received by
the Executors on December 6, 1995. As a result of Mr. Hoenig's death, all of
the Common Stock owned by Mr. Hoenig prior to his death devolved to the Estate
without consideration. The Estate and the four executors of the Estate, Kathryn
L. Hoenig, Laura Hoenig, Susan C. Hoenig and Robert Spiegel (collectively, the
"Executors"), filed Amendment No. 1 with the SEC on December 19, 1995
reflecting such occurrence.
On September 19, 1996, all of the Common Stock beneficially
owned by the Estate was transferred to the Qualified Terminable Interest Trust
B (the "Trust") established under the Last Will and Testament of Ronald H.
Hoenig (the "Will") pursuant to the terms of the Will without consideration.
The four trustees (the "Trustees") of the Trust are also the Executors. Each of
Kathryn L. Hoenig, Laura Hoenig and Susan C. Hoenig are also beneficiaries of
the Trust. Each of the Trustees are citizens of the United States. The address
of the Trust and Mrs. Laura Hoenig is 20 Sherwood Avenue, Greenwich,
Connecticut 06831. The address of Ms. Kathryn Hoenig and Mr. Spiegel is c/o
Hoenig Group Inc., Royal Executive Park, 4 International Drive, Rye Brook, New
York 10573, and the address of Ms. Susan Hoenig is 15 West 12th Street, New
York, New York 10011. Ms. Kathryn Hoenig is the daughter of Mr. Hoenig and is
currently employed as the Secretary of the Company, Hoenig & Co., Inc.
("Hoenig") (a wholly-owned subsidiary of the Company) and Axe-
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Houghton Associates, Inc. ("Axe-Houghton") (a wholly-owned subsidiary of the
Company) and as the Vice President and General Counsel of the Company and
Hoenig. She is also a director of the Company. The principal executive offices
of Hoenig and Axe-Houghton are also located at Royal Executive Park, 4
International Drive, Rye Brook, New York 10573. Mrs. Laura Hoenig was the wife
of Mr. Hoenig and Ms. Susan Hoenig also is the daughter of Mr. Hoenig. Mr.
Spiegel is a director of the Company and Axe-Houghton and currently serves on
the Board of Directors of Graham Field Health Products, Inc., a New York-based
manufacturer and supplier of health care products; Kash N' Karry Food Stores,
Inc., a Florida-based grocery store chain; and Drug Emporium Inc., an
Ohio-based deep discount drug chain.
During the past five years, neither any of the Trustees nor
the Trust has been convicted in any criminal proceeding or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 7, 1991, the Company exchanged 7,000,000 shares
of Common Stock for all outstanding shares of common stock of Hoenig, Hoenig &
Company, Limited ("Limited") and Vortex Management, Inc. ("Vortex") in
connection with an initial public offering by the Company of equity securities
(the "Reorganization"). The consideration used by each of Messrs. Hoenig,
Levine and Herzog to acquire the Common Stock was all of the outstanding common
stock of Hoenig, Limited and Vortex owned by such person. In addition, Mr.
Herzog acquired 1,800 units (the "Units") of the Company for his minor children
on November 7, 1991, each Unit consisting of one share of Common Stock and one
Class A Warrant to purchase one share of Common Stock and one Class B Warrant.
The consideration used by Mr. Herzog to purchase the Units was $16,740 of his
personal funds.
Mr. Hoenig died on October 12, 1995 and, as a result of Mr.
Hoenig's death, all of the Common Stock owned by Mr. Hoenig prior to his death
devolved to the Estate without consideration.
On January 11, 1996, pursuant to the Estate's exercise of the
Put Option granted to it pursuant to the Shareholder's Agreement, dated as of
November 7, 1991, between the Company and Mr. Hoenig, the Estate delivered
650,000 shares of Common Stock to the Company for an aggregate purchase price
of $2,023,710.
On September 19, 1996, all of the Common Stock beneficially
owned by the Estate was transferred to the Trust pursuant to the terms of the
Will without consideration.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Common Stock by Messrs.
Hoenig, Levine and Herzog in 1991 was to effectuate the Reorganization in
connection with the initial public offering by the Company of its equity
securities. The purpose of the acquisition of the Units by Herzog for his minor
children in 1991 was investment. In 1991, the Company also adopted the 1991
Stock Option Plan (the "1991 Plan") pursuant to which certain employees,
including Messrs. Hoenig, Levine and Herzog, may be granted options to purchase
Common Stock.
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Mr. Hoenig died on October 12, 1995 and, as a result of Mr.
Hoenig's death, all of the Common Stock owned by Mr. Hoenig prior to his death
devolved to the Estate without consideration.
Pursuant to the Shareholder's Agreement, dated as of November
7, 1991, between the Company and Mr. Hoenig, upon Mr. Hoenig's death, the
Estate had the option (the "Put Option") to sell shares of Common Stock to the
Company as described below. At the option of the Estate, exercisable within 30
days after the appointment of an executor or other representative of the
Estate, the Company was obligated to purchase, at a purchase price per share
equal to 10% below the Market Value (as defined below) of a share of Common
Stock, the number of shares of Common Stock which resulted in an aggregate
purchase price equal to the actual amount of life insurance proceeds received
by the Company (approximately $5.9 million) upon Mr. Hoenig's death. The Market
Value was to be determined based on the average of the last 20 days' closing
prices of the Common Stock prior to Mr. Hoenig's death. The average price of
the Common Stock during this 20 day period was $3.4594. At a discount of 10%,
or $3.1134 per share, the maximum shares available to the Estate under this
option was approximately 1,918,689 shares. The Company had the right, but not
the obligation, to increase the number of shares of Common Stock to be
purchased by it up to the maximum number of shares the Estate desired to sell.
Prior to December 30, 1995, the Estate notified the Company
of its exercise of the Put Option with respect to an aggregate of 650,000
shares of Common Stock. By letter dated December 28, 1995, the Company
confirmed to the Estate its receipt of such notice and agreed to such purchase.
On January 11, 1996, pursuant to the Estate's exercise of the Put Option, the
Estate delivered 650,000 shares of Common Stock to the Company for an aggregate
purchase price of $2,023,710.
On September 19, 1996, all of the Common Stock beneficially
owned by the Estate was transferred to the Trust pursuant to the terms of the
Will without consideration.
On October 12, 1996, options granted to Mr. Hoenig under the
1991 Plan exercisable to purchase an aggregate of 80,000 shares of Common Stock
expired in accordance with their terms.
Except as otherwise disclosed herein, neither the Trust nor
any of the Trustees has any present plans or proposals which relate to or would
result in any of the actions or events described in paragraphs (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, the Trust beneficially owns 1,120,788
shares of Common Stock, which represents approximately 12.2% of the outstanding
shares of Common Stock. (According to the Company's Form 10-Q for the quarter
ended June 30, 1996, as of August 14, 1996 there were 9,198,810 shares of
Common Stock outstanding. Accordingly, in computing the percentage of Common
Stock beneficially owned by the Trust and the Trustees, such number, as
adjusted where appropriate for exercisable options, was used.) The Trustees
share voting and dispositive power with respect to such 1,120,788 shares. Each
of Laura Hoenig, Susan C. Hoenig and Kathryn L. Hoenig are also beneficiaries
of the Trust.
As of the date hereof, Ms. Kathryn L. Hoenig beneficially
owns 1,228,288 shares of Common Stock, which represents approximately 13.3% of
the outstanding shares of Common Stock. Of the 1,228,288 shares beneficially
owned by Ms. K. Hoenig, 107,500
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shares are beneficially owned directly by her and 1,120,788 shares are
beneficially owned directly by the Trust. Such 1,228,288 shares include 5,000
shares of Common Stock issuable upon exercise of options granted to Ms. K.
Hoenig under the 1991 Plan which are currently exercisable by Ms. K. Hoenig and
2,500 shares of Common Stock issuable upon exercise of options granted to Ms.
K. Hoenig under the 1991 Plan which are exercisable by Ms. K. Hoenig within 60
days of the date hereof. Such 1,228,288 shares do not include 5,000 shares of
Common Stock issuable upon exercise of options granted to Ms. K. Hoenig under
one of the Company's stock option plans which are not currently exercisable by
her. Ms. K. Hoenig has sole voting and dispositive power with respect to the
107,500 shares beneficially owned directly by her and shares voting and
dispositive power with respect to the 1,120,788 shares beneficially owned
directly by the Trust with the other Trustees.
As of the date hereof, Mrs. Laura Hoenig beneficially owns
1,139,788 shares of Common Stock, which represents approximately 12.4% of the
outstanding shares of Common Stock. Of the 1,139,788 shares beneficially owned
by Mrs. Hoenig, 19,000 shares are beneficially owned directly by her and
1,120,788 shares are beneficially owned directly by the Trust. Such 1,139,788
shares do not include 100,000 shares of Common Stock beneficially owned by an
adult child of Mrs. Hoenig who shares her home. Mrs. Hoenig disclaims
beneficial ownership of such shares. Mrs. Hoenig has sole voting and
dispositive power with respect to the 19,000 shares beneficially owned directly
by her and shares voting and dispositive power with respect to the 1,120,788
shares beneficially owned directly by the Trust with the other Trustees.
As of the date hereof, Ms. Susan C. Hoenig beneficially owns
1,220,788 shares of Common Stock, which represents approximately 13.3% of the
outstanding shares of Common Stock. Of the 1,220,788 shares beneficially owned
by Ms. S. Hoenig, 100,000 shares are beneficially owned directly by her and
1,120,788 shares are beneficially owned directly by the Trust. Ms. S. Hoenig
has sole voting and dispositive power with respect to the 100,000 shares
beneficially owned directly by her and shares voting and dispositive power with
respect to the 1,120,788 shares beneficially owned directly by the Trust with
the other Trustees.
As of the date hereof, Mr. Robert Spiegel beneficially owns
1,472,506 shares of Common Stock, which represents approximately 16% of the
outstanding shares of Common Stock. Of the 1,472,506 shares beneficially owned
by Mr. Spiegel, 351,718 are beneficially owned directly by him and 1,120,788
shares are beneficially owned directly by the Trust. Such 1,472,506 shares
include 4,000 shares of Common Stock issuable upon exercise of options granted
to Mr. Spiegel under the Company's 1994 Stock Option Plan which are currently
exercisable by Mr. Spiegel. Such 1,472,506 shares do not include 10,000 shares
of Common Stock issuable upon exercise of options granted to Mr. Spiegel under
one of the Company's stock option plans which are not currently exercisable by
him. Mr. Spiegel has sole voting and dispositive power with respect to the
351,718 shares beneficially owned directly by him and shares voting and
dispositive power with respect to the 1,120,788 shares beneficially owned
directly by the Trust with the other Trustees. Mr. Spiegel disclaims beneficial
ownership of the 1,120,788 shares of Common Stock beneficially owned directly
by the Trust.
Other than as set forth herein, neither the Trust nor any of
the Trustees has made any purchases or sales of securities of the Company
during the sixty days preceding the date of this Schedule 13D.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated as of October 17, 1996.
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
QUALIFIED TERMINABLE INTEREST TRUST
B ESTABLISHED UNDER THE LAST WILL
AND TESTAMENT OF RONALD H. HOENIG
Dated: October 17, 1996 By:/s/ Kathryn L. Hoenig
----------------------------------
Kathryn L. Hoenig, Trustee
Dated: October 17, 1996 /s/ Kathryn L. Hoenig
-------------------------------------
Kathryn L. Hoenig
Dated: October __, 1996 *
-------------------------------------
Laura Hoenig
Dated: October __, 1996 *
-------------------------------------
Susan C. Hoenig
Dated: October __, 1996 *
-------------------------------------
Robert Spiegel
Dated: October 17, 1996 *By:/s/ Kathryn L. Hoenig
---------------------------------
Kathryn L. Hoenig
As Attorney-in-Fact
12
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EXHIBIT INDEX
EXHIBIT PAGE
1. Joint Filing Agreement,
dated as of October 17, 1996.
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree that Amendment No. 3 to the Schedule 13D, dated
October 17, 1996, relating to the Common Stock, par value $.01 per share, of
Hoenig Group Inc., shall be filed jointly on behalf of the undersigned.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together constitute one and the same
instrument.
Dated: October 17, 1996
QUALIFIED TERMINABLE INTEREST TRUST
B ESTABLISHED UNDER THE LAST WILL
AND TESTAMENT OF RONALD H. HOENIG
By: /s/ Kathryn L. Hoenig
-----------------------------------------
Kathryn L. Hoenig, Trustee
/s/ Kathryn L. Hoenig
--------------------------------------------
Kathryn L. Hoenig
*
--------------------------------------------
Laura Hoenig
*
--------------------------------------------
Susan C. Hoenig
*
--------------------------------------------
Robert Spiegel
*By:/s/ Kathryn L. Hoenig
----------------------------------------
Kathryn L. Hoenig
As Attorney-in-Fact
