UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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
February 3, 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 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 001944107
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Khalilzad ("Khalilzad")
###-##-####
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
Not Applicable
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7. SOLE VOTING POWER
SHARES 1,140,000
BENEFICIALLY ----------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH ----------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,140,000
WITH ----------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,140,000
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.788%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
IN.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D relates to the sale of an
aggregate of 750,000 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 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Statement on Schedule 13D is hereby amended to read in
its entirety as follows:
As of February 9, 2000, the Reporting Person ceased to be the
beneficial owner of 750,000 shares of the Common Stock of the Company.
The date of sale, number of shares sold and share price for each of the
sales of stock made by the Reporting Person on and after February 3,
2000, are indicated on Exhibit A attached hereto. Except as described
on Exhibit A, no transactions in Common Stock were effected during the
past 60 days by the Reporting Person. As a result of the foregoing, the
Reporting Person ceased to be a beneficial owner of 5% or more of the
Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached as Exhibit "A" to this Amendment to Statement on Schedule 13D
is a schedule of sales of Common Stock by the Reporting Person.
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 14, 2000
/s/ DAVID KHALILZAD
-------------------
DAVID KHALILZAD
<PAGE>
SCHEDULE A
Sale of shares of Common Stock of ARM FINANCIAL GROUP, INC. by David
Khalilzad commencing on February 3, 2000.
DATE SOLD NUMBER OF SHARES SOLD SOLD PRICE PER SHARE
- --------- --------------------- --------------------
02/03/00 120,000 $0.0400
02/07/00 330,000 0.0350
02/08/00 100,000 0.0350
02/09/00 200,000 0.0300
-------
750,000
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