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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. 4)*
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)
January 20, 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 Rule13d-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.
(Continued on following pages)
(Page 1 of 11 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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<TABLE>
<CAPTION>
CUSIP No. 434 396 107 SCHEDULE 13D Page 2 of 11 Pages
<S> <C> <C>
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
U.S.A.
7 SOLE VOTING POWER
NUMBER OF N/A
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON N/A
WITH
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 434 396 107 SCHEDULE 13D Page 3 of 11 Pages
<S> <C> <C>
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.
7 SOLE VOTING POWER
NUMBER OF 147,499
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 147,499
WITH
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,499
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 434 396 107 SCHEDULE 13D Page 4 of 11 Pages
<S> <C> <C>
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.
7 SOLE VOTING POWER
NUMBER OF 1,134,788
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,134,788
WITH
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,788
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 434 396 107 SCHEDULE 13D Page 5 of 11 Pages
<S> <C> <C>
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.
7 SOLE VOTING POWER
NUMBER OF 100,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 100,000
WITH
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 434 396 107 SCHEDULE 13D Page 6 of 11 Pages
<S> <C> <C>
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.
7 SOLE VOTING POWER
NUMBER OF 361,718
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 361,718
WITH
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,718
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 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 and
Amendment No. 3 filed with the SEC on October 18, 1996, 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. 4
restates, amends and supplements the original Schedule 13D, as amended by
Amendment Nos. 1, 2 and 3.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended to add the following:
(a) On December 14, 1998, the Qualified Terminable Interest
Trust B (the "Trust") established under the Last Will and Testament of Ronald H.
Hoenig (the "Will") sold 5,000 shares of Common Stock at $7.438 per share in an
open market transaction. Pursuant to the terms of the Trust, on January 20,
2000, the Trust distributed all 1,115,788 shares of Common Stock beneficially
owned by the Trust directly to Mrs. Laura Hoenig in her individual capacity as a
beneficiary without consideration.
(b) - (c) The address of the Trust 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 address of Mrs. Laura Hoenig is 20
Sherwood Avenue, Greenwich, Connecticut 06831. 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-Houghton Associates, Inc. ("Axe-Houghton") (a wholly-owned
subsidiary of the Company) and as the Vice President, General Counsel and
Secretary of the Company. She is also a director of the Company and
Axe-Houghton. The principal executive offices of Hoenig and Axe-Houghton are
also located at Reckson 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 Gunther
International, Ltd., a Connecticut-based company which develops, markets and
services high technology mailing and sorting equipment.
(d) - (e) During the past five years, none of the reporting
persons 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.
7
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(f) Each of the Trust, Kathryn L. Hoenig, Laura Hoenig, Susan C.
Hoenig and Robert Spiegel are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following:
Pursuant to the terms of the Trust, on January 20, 2000, the
Trust distributed all 1,115,788 shares of Common Stock beneficially owned by the
Trust directly to Mrs. Laura Hoenig in her individual capacity as a beneficiary
without consideration.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
Pursuant to the terms of the Trust, on January 20, 2000, the
Trust distributed all 1,115,788 shares of Common Stock beneficially owned by the
Trust directly to Mrs. Laura Hoenig in her individual capacity as a beneficiary
without consideration.
Except as otherwise disclosed herein, the Trust, Kathryn L.
Hoenig, Laura Hoenig, Susan C. Hoenig and Robert Spiegel do not have 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.
Item 5 is hereby amended and restated in its entirety as
follows:
(a) (i) The Trust distributed all 1,115,788 shares of Common
Stock to Mrs. Laura Hoenig on January 20, 2000, and therefore does not
beneficially own any shares of Common Stock.
(ii) As of the date hereof, Ms. Kathryn L. Hoenig beneficially
owns 147,499 shares of Common Stock which includes the right to acquire 32,499
shares of Common Stock issuable upon exercise of options granted to Ms. K.
Hoenig under the Company's various stock option plans which are exercisable by
Ms. K. Hoenig within the next 60 days, which in the aggregate represent less
than 5% 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). Not included herein
for Ms. K. Hoenig are 50,001 shares of Common Stock issuable upon exercise of
options granted to Ms. K. Hoenig under the Company's stock option plans, which
are not currently exercisable by her.
(iii) As of the date hereof, Ms. Susan C. Hoenig beneficially
owns 100,000 shares of Common Stock, which represent less than 5% of the
outstanding shares of Common Stock
8
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(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).
(iv) As of the date hereof, Mr. Robert Spiegel beneficially owns
361,718 shares of Common Stock, which represent less than 5% 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 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
60 days. Such 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.
(v) As of the date hereof, Mrs. Laura Hoenig beneficially owns
1,134,788 shares of Common Stock, which represent approximately 13.2% 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 1,134,788 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.
(b) Ms. Kathryn L. Hoenig has sole voting and dispositive power
with respect to the 147,499 shares beneficially owned by her. Ms. Susan Hoenig
has sole voting and dispositive power with respect to the 100,000 shares
beneficially owned by her. Mr. Robert Spiegel has sole voting and dispositive
power with respect to the 361,718 shares beneficially owned by him. Mrs. Laura
Hoenig has sole voting and dispositive power with respect to the 1,134,788
shares beneficially owned by her.
(c) Other than as set forth herein, none of the reporting
persons has made any purchases or sales of securities of the Company during the
sixty days preceding the date of this Schedule 13D.
(d) N/A
(e) On January 20, 2000, pursuant to the terms of the Trust, the
Trust distributed all 1,115,788 shares of Common Stock beneficially owned by the
Trust directly to Mrs. Laura Hoenig in her individual capacity as a beneficiary
without consideration. As of such date, the Trust, Kathryn L. Hoenig, Susan C.
Hoenig and Robert Spiegel ceased to beneficially own the 1,115,788 shares of
Common Stock. As a result, each of the Trust, Kathryn L. Hoenig, Susan C. Hoenig
and Robert Spiegel ceased to be the beneficial owner of greater than five
percent (5%) of the Common Stock and therefore are no longer deemed reporting
persons.
9
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to add the following:
2. Joint Filing Agreement, dated as of February 8, 2000.
10
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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: February 8, 2000 By: /s/ Kathryn L. Hoenig
----------------------------------
Kathryn L. Hoenig, Trustee
Dated: February 8, 2000 /s/ Kathryn L. Hoenig
-------------------------------------------
Kathryn L. Hoenig
Dated: February 8, 2000 /s/ Laura Hoenig
-------------------------------------------
Laura Hoenig
Dated: February 8, 2000 /s/ Susan C. Hoenig
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Susan C. Hoenig
Dated: February 8, 2000 /s/ Robert Spiegel
-------------------------------------------
Robert Spiegel
11
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Exhibit 2
JOINT FILING AGREEMENT
The undersigned agree that Amendment No. 4 to the Schedule 13D, dated
February 8, 2000, 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: February 8, 2000
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
/s/ Laura Hoenig
-----------------------------------
Laura Hoenig
/s/ Susan C. Hoenig
-----------------------------------
Susan C. Hoenig
/s/ Robert Spiegel
-----------------------------------
Robert Spiegel
12
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[LETTERHEAD OF SWIDLER BERLIN SHEREFF FRIEDMAN, LLP]
(212) 891-9293
February 8, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Hoenig Group Inc. (the "Company")
---------------------------------
Ladies and Gentlemen:
On behalf of the Qualified Terminable Interest Trust B
established under the Last Will and Testament of Ronald H. Hoenig, Mrs. Laura
Hoenig, Ms. Kathryn L. Hoenig, Ms. Susan C. Hoenig and Mr. Robert Spiegel, we
transmit for filing, in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder, Amendment No. 4
to a statement on Schedule 13D relating to the Company (the "Statement").
Copies of the Statement have been sent by certified mail to
the Company at its principal executive office and to The Nasdaq Stock Market.
If you have any questions concerning the Statement, kindly
telephone the undersigned at (212) 891-9293.
Very truly yours,
/s/ Hanh M. Nguyen
Enclosures
cc: Hoenig Group Inc.
The Nasdaq Stock Market
13
