UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ARM FINANCIAL GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
001944107
(CUSIP Number)
David Khalilzad
100 UN Plaza, East 48th Street, Apt. 24G
New York, New York 10017
(212) 750-5399
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With Copies to:
Neil S. Baritz, Esq., Dreier & Baritz, LLP
150 East Palmetto Park Road, Suite 401
Boca Raton, Florida 33432
November 3, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
NOTE. Six copies 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).
SCHEDULE 13D
<PAGE>
CUSIP NO. 001944107
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Khalilzad ("Khalilzad")
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
Personal Funds
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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
New York
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NUMBER OF 7. SOLE VOTING POWER
SHARES 2,500,000
BENEFICIALLY __________________________________
OWNED BY 8. SHARED VOTING POWER
EACH __________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,500,000
WITH __________________________________
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000
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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)
10.5%
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14. TYPE OF REPORTING PERSON *
IN.
ITEM 1. SECURITY AND ISSUER.
<PAGE>
This Amendment No. 1 to Schedule 13D relates to additional purchases of
an aggregate of 500,000 additional shares of the common stock, .01 par
value ("Common Stock"), issued by ARM Financial Group, Inc. (the
"Company"), 515 West Market Street, Louisville, KY 40202-3319, as
originally disclosed in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used for the additional purchases reported herein consist of
the personal funds of Khalilzad, all of which funds were not borrowed.
As a result of this purchases reported herein, Khalilzad has purchased
and beneficially owns more than 5% of the Company's outstanding Common
Stock. Consequently, Khalilzad is filing this Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The acquisition of the stock is for investment purposes only.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER - ARM FINANCIAL GROUP, INC.
(a) As a result of the additional purchased disclosed
herein, Khalilzad beneficially owns 2,500,000 shares
(10.5%) of the Company's outstanding Common Stock.
(b) Khalilzad has the sole power to vote and dispose of
the 2,500,000 shares.
(c) Khalilzad acquired 2,500,000 shares of the Company's
Common Stock in open market transactions, pursuant to
the attached Schedule A.
(d) Of the aggregate of 2,500,000 shares of Common Stock
of the Company in which Khalilzad has an interest,
with respect to all of such shares, Khalilzad, has
the sole right and power to direct a vote with
respect all of such shares.
(e) Not applicable.
<PAGE>
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: November 12, 1999
/S/ DAVID KHALILZAD
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DAVID KHALILZAD
<PAGE>
SCHEDULE A
Purchase of additional shares of Common Stock of ARM FINANCIAL GROUP,
INC. by David Khalilzad commencing on November 3, 1999.
DATE PURCHASED NUMBER OF SHARES PURCHASED PURCHASED PRICE PER SHARE
- -------------- -------------------------- -------------------------
11/03/99 50,000 $0.0750
11/03/99 50,000 0.0800
11/04/99 50,000 0.0860
11/05/99 15,000 0.0900
11/08/99 195,000 0.0930
11/09/99 50,000 0.0960
11/10/99 20,000 0.1000
11/10/99 20,000 0.1000
11/10/99 10,000 0.1000
11/11/99 30,000 0.0950
11/11/99 10,000 0.1000
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500,000
