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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hoenig Group Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
434 396 107
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(CUSIP Number)
Charles I. Weissman, Esq.
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 973-0111
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
February 18, 2000
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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), 13d-1(f) or 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 for other
parties to whom copies are to be sent.
(Page 1 of 6 Pages)
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* 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).
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SCHEDULE 13D
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CUSIP No. 434 396 107 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
Laura Hoenig Family Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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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
Connecticut
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NUMBER OF
7 SOLE VOTING POWER
SHARES 1,115,788
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BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING 1,115,788
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PERSON
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,115,788
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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)
12.9%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
SCHEDULE 13D
This Schedule 13D is being filed by the Laura Hoenig Family Trust.
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
Reckson Executive Park, 4 International Drive, Rye Brook, New York 10573.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by the Laura Hoenig Family Trust (the
"Family Trust"), which was formed by Mrs. Laura Hoenig on November 13, 1999
under the laws of the state of Connecticut. On February 18, 2000, Mrs. Hoenig
transferred 1,115,788 shares of Common Stock beneficially owned by her to the
Family Trust without consideration. The address of the Family Trust is 20
Sherwood Avenue, Greenwich, Connecticut 06831.
The trustees of the Family Trust are Mrs. Hoenig, Ms. Kathryn Hoenig,
Ms. Susan Hoenig and Mr. Robert Spiegel. The beneficiaries of the Family Trust
are Ms. Kathryn Hoenig, Mr. Ronald H. Hoenig, Jr. and Ms. Susan Hoenig. Mrs.
Laura Hoenig is the sole income beneficiary. Ms. Kathryn Hoenig is the Secretary
of the Company, Hoenig & Co., Inc. ("Hoenig") (a wholly-owned subsidiary of the
Company) and Axe-Houghton Associates, Inc. ("Axe-Houghton") (a wholly-owned
subsidiary of the Company) and also is the Vice President, General Counsel and
Secretary of the Company. She is also a director of the Company and Axe-
Houghton. Ms. Kathryn Hoenig, Ms. Susan Hoenig and Mr. Ronald Hoenig are Mrs.
Hoenig's children. Mr. Spiegel is a director of the Company and Axe-Houghton and
currently serves on the Board of Directors of Gunther International, Ltd., a
Connecticut-based company which develops, markets and services high technology
mailing and sorting equipment. The address of Mrs. Hoenig is 20 Sherwood Avenue,
Greenwich, Connecticut 06831. The address of Ms. Kathryn Hoenig and Mr. Robert
Spiegel is c/o Hoenig Group Inc., Reckson 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. The principal executive offices of Hoenig and
Axe-Houghton are also located at Reckson Executive Park, 4 International Drive,
Rye Brook, New York 10573.
During the past five years, neither the Family Trust nor any trustee of
the Family 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.
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Page 4 of 6 Pages
Each of the trustees of the Family Trust is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 13, 1999, Mrs. Hoenig formed the Family Trust, and on
February 18, 2000, she transferred 1,115,788 shares of Common Stock beneficially
owned by her to the Family Trust without consideration.
ITEM 4. PURPOSE OF TRANSACTION.
On February 18, 2000, Mrs. Hoenig transferred 1,115,788 shares of
Common Stock beneficially owned by her to the Family Trust without
consideration.
Except as otherwise disclosed herein, neither the Family Trust nor any
trustee of the Family Trust 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 Family Trust beneficially owns 1,115,788
shares of Common Stock, representing approximately 12.9 % of the outstanding
Common Stock (according to the Company's Form 10-Q for the quarter ended
September 30, 1999, as of November 10, 1999 there were 8,618,173 shares of
Common Stock outstanding). Other than as set forth herein, neither the Family
Trust nor any trustee of the Family Trust has made any purchases or sales of
securities of the Company during the sixty days preceding the date of this
Schedule 13D.
The trustees of the Family Trust are Mrs. Hoenig, Ms. Kathryn Hoenig,
Ms. Susan Hoenig and Mr. Robert Spiegel. The beneficiaries of the Family Trust
are Ms. Kathryn Hoenig, Mr. Ronald H. Hoenig, Jr. and Ms. Susan Hoenig. Mrs.
Hoenig is the sole income beneficiary.
As of the date hereof, Mrs. Hoenig beneficially owns 19,000 shares of
Common Stock, representing approximately 0.2% of the outstanding Common Stock
(according to the Company's Form 10-Q for the quarter ended September 30, 1999,
as of November 10, 1999 there were 8,618,173 shares of Common Stock
outstanding.). Such 19,000 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 by her.
As of the date hereof, Ms. Kathryn Hoenig beneficially owns 147,499
shares of Common Stock, representing approximately 1.7% of the outstanding
Common Stock (according to the Company's Form 10-Q for the quarter ended
September 30, 1999, as of November 10, 1999 there were 8,618,173 shares of
Common Stock outstanding). Such shares include 32,499 shares of Common Stock
issuable upon exercise of options granted to Ms. Kathryn Hoenig under the
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Page 5 of 6 Pages
Company's various stock option plans which are exercisable by Ms. Kathryn Hoenig
within the next sixty days) but do not include 50,001 shares of Common Stock
issuable upon exercise of options granted to Ms. Kathryn Hoenig under the
Company's various stock option plans which are not exercisable by her within the
next sixty days. Ms. Kathryn Hoenig has sole voting and dispositive power with
respect to the 147,499 shares beneficially owned by her.
As of the date hereof, Ms. Susan Hoenig beneficially owns 100,000
shares of Common Stock, representing approximately 1.2% of the outstanding
Common Stock (according to the Company's Form 10-Q for the quarter ended
September 30, 1999, as of November 10, 1999 there were 8,618,173 shares of
Common Stock outstanding). Ms. Susan Hoenig has sole voting and dispositive
power with respect to the 100,000 shares beneficially owned by her.
As of the date hereof, Mr. Robert Spiegel beneficially owns 361,718
shares of Common Stock, representing approximately 4.2% of the outstanding
Common Stock (according to the Company's Form 10-Q for the quarter ended
September 30, 1999, as of November 10, 1999 there were 8,618,173 shares of
Common Stock outstanding). Such shares include 12,000 shares of Common Stock
issuable upon exercise of options granted to Mr. Spiegel under the Company's
various stock option plans which are exercisable by Mr. Spiegel within the next
sixty days but 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 exercisable by him within the next sixty days. Mr.
Robert Spiegel has sole voting and dispositive power with respect to the 361,718
shares beneficially owned by him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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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.
LAURA H. HOENIG FAMILY TRUST
Dated: February 29, 2000 By: /s/ Kathryn Hoenig
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Kathryn Hoenig, Trustee
