HOENIG GROUP INC
SC 13G, 1999-07-20
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                              (AMENDMENT NO. ___)*


                                HOENIG GROUP INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    434396107
                         ------------------------------
                                 (CUSIP Number)






                                DECEMBER 31, 1998**
- --------------------------------------------------------------------------------
             (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)

* 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 (the "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).

- --------------------
** See explanatory note.



<PAGE>

                                  SCHEDULE 13G
- --------------------                                         -------------------
CUSIP NO. 434396107                                          PAGE 2 OF 6 PAGES
- --------------------                                         -------------------

- --------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

        ALAN B. HERZOG
- --------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
        (a) [ ] (b) [ ]

- --------------------------------------------------------------------------------
3       SEC USE ONLY

- --------------------------------------------------------------------------------
4       CITIZENSHIP OR PLACE OF ORGANIZATION

        U.S.A.
- --------------------------------------------------------------------------------
                        5       SOLE VOTING POWER

                                945,682
      NUMBER OF         --------------------------------------------------------
        SHARES          6       SHARED VOTING POWER
     BENEFICIALLY
       OWNED BY                 12,600
         EACH           --------------------------------------------------------
      REPORTING         7       SOLE DISPOSITIVE POWER
        PERSON
         WITH                   945,682
                        --------------------------------------------------------
                        8       SHARED DISPOSITIVE POWER

                                12,600
- --------------------------------------------------------------------------------
9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          958,282
- --------------------------------------------------------------------------------
10        CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          (See Instructions) [X]

          80,000 shares owned by spouse (See Item 6)

- --------------------------------------------------------------------------------
11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          11.2%
- --------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON (See Instructions)

          IN
- --------------------------------------------------------------------------------

<PAGE>


                                                               PAGE 3 OF 6 PAGES



                                Explanatory Note

                  Alan B. Herzog (the "Reporting  Person")  acquired  beneficial
ownership of the Common Stock,  par value $0.01 per share (the "Common  Stock"),
of Hoenig Group Inc. (the "Company") prior to the Company's  registration of the
Common Stock pursuant to Section 12(g) of the  Securities  Exchange Act of 1934,
as  amended,  and never  acquired  beneficial  ownership  of more than 2% of the
Common  Stock  in  any  twelve-month  period.  The  Reporting  Person  has  been
voluntarily  reporting his beneficial ownership on a Schedule 13D and amendments
thereto.

ITEM 1(a).        NAME OF ISSUER.

                  Hoenig Group Inc.

ITEM 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.

                  4 International Drive
                  Rye Brook, NY 10573

ITEM 2(a).        NAME OF PERSON FILING.

                  Alan B. Herzog


ITEM 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICE.

                  4 International Drive
                  Rye Brook, NY 10573

ITEM 2(c).        CITIZENSHIP.

                  U.S.A.

ITEM 2(d).        TITLE OF CLASS OF SECURITIES.

                  Common Stock, par value $0.01 per share.

ITEM 2(e).        CUSIP NUMBER.

                  434396107

ITEM 3.

                  If this statement is filed pursuant to  ss.ss.240.13d-1(b)  or
240.13d-2(b) or (c), check whether the person filing is a:

                  Inapplicable.

<PAGE>


                                                               PAGE 4 OF 6 PAGES



                  (a)  [ ] Broker or dealer  registered  under Section 15 of the
                           Act (15 U.S.C. 78o).

                  (b)  [ ] Bank as  defined  in  Section  3(a)(6) of the Act (15
                           U.S.C. 78c).

                  (c)  [ ] Insurance  company as defined in Section  3(a)(19) of
                           the Act (15 U.S.C. 78c).

                  (d)  [ ] Investment  company registered under Section 8 of the
                           Investment Company Act of 1940 (15 U.S.C. 80a-8).

                  (e)  [ ] An   investment    adviser   in    accordance    with
                           ss.240.13d-1(b)(1)(ii)(E);

                  (f)  [ ] An  employee   benefit  plan  or  endowment  fund  in
                           accordance with ss.240.13d-1(b)(1)(ii)(F);

                  (g)  [ ] A  parent  holding   company  or  control  person  in
                           accordance with ss.240.13d-1(b)(1)(ii)(G);

                  (h)  [ ] A savings  association  as defined in Section 3(b) of
                           the Federal Deposit Insurance Act (12 U.S.C. 1813);

                  (i)  [ ] A church plan that is excluded from the definition of
                           an investment  company under Section  3(c)(14) of the
                           Investment Company Act of 1940 (15 U.S.C. 80a-3);

                  (j)  [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

                  If this statement is filed pursuant to ss.240.13d-1(c),  check
                  this box [ ].

ITEM 4.           OWNERSHIP.

                  (a)  Amount beneficially owned:                 958,282 shares
                  (b)  Percent of class:                                  11.2 %
                  (c)  Number of shares as to which the
                       Reporting Person has:
                       (i)    Sole power to vote or to direct
                              the vote:                                  945,682
                       (ii)   Shared power to vote or to direct
                              the vote:                                   12,600
                       (iii)  Sole power to dispose or to direct
                              the disposition of:                        945,682
                       (iv)   Shared power to dispose or to direct
                              the disposition of:                         12,600

                  (Does not include 80,000 shares held by spouse.  See Item 6.)

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 [ ].

                  Inapplicable.

<PAGE>


                                                               PAGE 5 OF 6 PAGES



ITEM 6.           OWNERSHIP  OF MORE THAN  FIVE  PERCENT  ON  BEHALF OF  ANOTHER
                  PERSON.

                  The  Reporting  Person  shares power to vote, or to direct the
                  vote, and power to dispose of, or to direct the deposition of,
                  12,600  shares of Common  Stock owned by the Alan B. & Frances
                  G. Herzog Charitable Foundation,  Inc. with Frances G. Herzog,
                  the Reporting  Person's spouse, and Martha Yohe, the Reporting
                  Person's  mother-in-law.  Frances  G.  Herzog,  the  Reporting
                  Person's  spouse,  has sole  power to vote,  or to direct  the
                  vote,  and  sole  power  to  dispose  of,  or  to  direct  the
                  deposition  of,  80,000  shares owned  by  Frances  G. Herzog.
                  The Reporting Person disclaims any beneficial ownership of the
                  shares  owned by  Frances G.  Herzog  and such  shares are not
                  included in this Schedule 13G.

ITEM 7.           IDENTIFICATION  AND  CLASSIFICATION  OF THE  SUBSIDIARY  WHICH
                  ACQUIRED THE SECURITY  BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY.

                  Inapplicable.

ITEM 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  Inapplicable.

ITEM 9.           NOTICE OF DISSOLUTION OF GROUP.

                  Inapplicable.

ITEM 10.          CERTIFICATION.

                  Inapplicable.



<PAGE>


                                                               PAGE 6 OF 6 PAGES




                                    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:  July 15, 1999



                                             /s/ Alan B. Herzog
                                             -----------------------------------
                                             ALAN B. HERZOG






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