SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )
HOENIG GROUP INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
434396107
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(CUSIP Number)
KATHRYN L. HOENIG, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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HOENIG GROUP INC., 4 INTERNATIONAL DRIVE, RYE BROOK, NY 10573
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 24, 1998
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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
disclosures provided in a prior cover page.
The information required on 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).
CUSIP NO. 434396107 .
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CUSIP NO. 434396107 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALAN B. HERZOG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(A) (B)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK 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
U.S.A.
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7 SOLE VOTING POWER
945,682
(SEE ITEM 5)
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 14,600
OWNED BY (SEE ITEM 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 945,682
PERSON (SEE ITEM 5)
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WITH 10 SHARED DISPOSITIVE POWER
14,600
(SEE ITEM 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,282
(SEE ITEM 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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PAGE 3 OF 6 PAGES
Alan B. Herzog (the "Reporting Person"), along with certain other
reporting persons named therein, jointly filed a statement on Schedule 13D dated
November 15, 1991 (the "Original Schedule 13D"). Subsequently, the Reporting
Person filed a separate statement dated October 21, 1993 (the "Herzog Schedule
13D") amending the information reported in the Original Schedule 13D with
respect to the Reporting Person. The Reporting Person should no longer be
considered a Reporting Person with respect to the Original Schedule 13D, except
with respect to the period preceding such filing.
This Amendment Number 1 to the Herzog Schedule 13D amends the Herzog
Schedule 13D as follows:
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended by substituting the following:
This Statement relates to shares of common stock, $.01 par
value per share (the "Common Stock") of Hoenig Group Inc. (the "Company"). The
Company's principal executive office is located at 4 International Drive, Rye
Brook, NY 10573.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by substituting the following for
subsections (a), (b) and (c) thereof:
(a) This Statement is being filed by Alan B. Herzog (the
"Reporting Person").
(b) The business address of the Reporting Person is: c/o
Hoenig Group Inc., 4 International Drive, Rye Brook,
NY 10573.
(c) The Reporting Person's present principal occupation
is Executive Vice President, Chief Operating
Officer, Chief Financial Officer, Treasurer and
Director of the Company. The principal business of
the Company is the provision (through the Company's
wholly-owned brokerage subsidiaries) of global
securities brokerage, marketing and distribution of
proprietary and independent third-party research and
related services to institutional investors; and the
provision (through the Company's investment advisory
subsidiary) of professional investment management to
public and corporate employee benefit plans,
investment partnerships and other institutional
clients. The address of the Company is: 4
International Drive, Rye Brook, NY 10573.
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PAGE 4 OF 6 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by adding the following:
On October 26, 1998, the Reporting Person purchased 10,000
shares of Common Stock from the Company for $52,250, pursuant to the exercise of
options granted on January 4, 1994 under the component of the Company's 1991
Stock Option Plan (the "1991 Plan") which conforms to the requirements of the
Internal Revenue Code (the "Incentive Plan").
On December 26, 1997, the Reporting Person purchased 12,500
shares of Common Stock from the Company for $63,593.75 pursuant to the exercise
of incentive stock options granted on January 4, 1993 under the Incentive Plan.
On December 18, 1996, options to purchase 25,000 shares of
Common Stock granted on December 18, 1991 under the Incentive Plan expired
without being exercised.
On each of December 13, 1996, April 12, 1996, May 22, 1995,
November 16, 1994 and November 17, 1993, the Reporting Person purchased 5,000
shares of Common Stock (totaling in the aggregate 25,000 shares of Common Stock)
from the Company at a purchase price of $0.10 per share (aggregating $2,500),
pursuant to the exercise of non-qualified options granted on May 6, 1992 under
the component of the 1991 Plan which does not conform to the requirements of the
Internal Revenue Code.
The shares purchased upon exercise of each of the foregoing
options were purchased with cash from personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired his beneficial ownership in
the shares of Common Stock for investment purposes. The Reporting Person does
not have any present plan or proposal as a stockholder which relates to, or
would result in any action with respect to, matters listed in paragraphs (b)
through (j) of Item 4 of Schedule 13D. In the future, the Reporting Person may
decide to purchase additional shares of Common Stock in the open market or a
private transaction, or to sell any or all of his shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by substituting the following for
subsection (a) thereof:
(a) According to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, as of November 14, 1998, the Company's
had issued and outstanding 8,530,309 shares of Common Stock.
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PAGE 5 OF 6 PAGES
The Reporting Person is the beneficial owner of 1,040,282
shares of Common Stock or 12.2% of the outstanding Common Stock, consisting of
(i) 917,182 shares of Common Stock owned directly; (ii) 28,500 shares of Common
Stock registered in the name of the Reporting Person, as custodian under the
Uniform Gift to Minors Act for the benefit of the Reporting Person's minor
children; (iii) 80,000 shares registered in the name of the Reporting Person's
spouse, Frances G. Herzog and 14,600 shares registered in the name of the Alan
B. & Frances G. Herzog Charitable Foundation, Inc., a charitable foundation
qualified under Section 501(c)(3) of the Internal Revenue Code (the
"Foundation").
All of the Class A Warrants and the Class B Warrants have
expired without being exercised.
Item 5 is further amended by substituting the following for
subsection (b) thereof:
(b) The Reporting Person has the sole power to vote, or to
direct the vote of, 945,682 shares of Common Stock, and shared power to vote, or
to direct the vote of, 14,600 shares of Common Stock; and sole power to dispose
of, or to direct the disposition of, 945,682 shares of Common Stock and shared
power to dispose of, or to direct the disposition of, 14,600 shares of Common
Stock.
The Reporting Person shares power to vote, or to direct the
vote, and power to dispose of, or to direct the disposition of, the 14,600
shares of Common Stock owned by the Foundation 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
disposition of, the 80,000 shares owned by Frances G. Herzog.
Frances G. Herzog and Martha Yohe are not engaged in any
business occupation. The address of each of Frances G. Herzog and Martha Yohe is
c/o Alan B. Herzog, Hoenig Group Inc., 4 International Drive, Rye Brook, NY
10573. During the past five years, neither of Frances G. Herzog nor Martha Yohe
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and neither has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
either of them 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.
Each of Frances G. Herzog and Martha Yohe is a citizen of the United States.
Item 5 is further amended by adding the following to
subsection (d) thereof:
The Foundation has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, 14,600 of the
shares of Common Stock beneficially owned by the Reporting Person. Frances G.
Herzog has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, 80,000 of the shares of Common Stock
beneficially owned by the Reporting Person.
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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: February 12, 1999
By: /s/ ALAN B. HERZOG
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ALAN B. HERZOG
