<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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.
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 973-0111
------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
February 18, 2000
-------------------------------------------------------
(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 4 Pages)
- -------------
* 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).
<PAGE>
Page 2 of 4 Pages
CUSIP No. 434 396 107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura 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
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF
7 SOLE VOTING POWER
SHARES 19,000
------------------------------------------------------------------
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
------------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 19,000
------------------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 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, Amendment No. 2 filed with the SEC on January 22, 1996, Amendment No.
3 filed with the SEC on October 18, 1996 and Amendment No. 4 filed with the SEC
on February 10, 2000, relates to the undersigned's beneficial ownership of
shares of the common stock, par value $0.01 per share, of Hoenig Group Inc. (the
"Common Stock"). This Amendment No. 5 amends and supplements the original
Schedule 13D, as amended by Amendment Nos. 1, 2, 3 and 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to add the following:
On November 13, 1999, Mrs. Laura Hoenig formed the Laura H. Hoenig
Family Trust (the "Family Trust") and on February 18, 2000 transferred 1,115,788
shares of Common Stock beneficially owned by her to the Family Trust without
consideration. As a result of such transfer, as of the date hereof, Mrs. Hoenig
beneficially owns 19,000 shares of Common Stock, which represents approximately
0.2% of the outstanding shares of 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 ceased to be the beneficial owner of more than 5% of
the Common Stock on February 18, 2000. Other than as set forth herein, Mrs.
Hoenig has not made any purchases or sales of securities of the Company during
the sixty days preceding the date of this Amendment No. 5 to the Schedule 13D.
<PAGE>
Page 4 of 4 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.
Dated: February 29, 2000
/s/ *
----------------
Laura Hoenig
*By:
--------------------------------
Kathryn Hoenig, Attorney-in-Fact
<PAGE>
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, LAURA H. HOENIG
does hereby make, constitute and appoint KATHRYN L. HOENIG my true and lawful
attorney-in-fact for me and to my name, place, and stead, and on my behalf, to
execute and file with the Securities and Exchange Commission and National
Association of Securities Dealers, Inc. all forms and documents that are
required to be filed by me under the Securities Exchange Act of 1934, including
without limitation under Section 16(a) and Section 13(d).
The rights, powers and authority of the aforesaid attorney-in-fact granted
hereby shall commence and be in full force effective as of the date hereof, and
such rights, powers and authority shall remain in full force and effect
thereafter until I give notice in writing that such power is terminated.
Dated this 29 day of February, 2000.
--
/s/ Laura H. Hoenig
-------------------
Laura H. Hoenig
STATE OF Florida
--------------
COUNTY OF Palm Beach
--------------
Before me, the undersigned, a Notary Public in and for the state and county
aforesaid, personally appeared LAURA HOENIG to me known, or proved to me on the
basis of satisfactory evidence, to be the person described in and who executed
the foregoing instrument and acknowledged that she executed the same as her free
act and deed.
Witness my hand and seal, this 29 day of February 2000.
--
/s/ June F. Wheelwright
-----------------------
Notary Public
My Commission Expires:
03-05-00
- ----------------------
