-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTSdQw+USCA5nc9rbfBsYI8DnCk3yVioJfG9f3iK11Ol6tZDCqyAsvjFOhQcGTZc WqrqrdzayxIcXf49zHA5Pg== 0000906602-99-000072.txt : 19990212 0000906602-99-000072.hdr.sgml : 19990212 ACCESSION NUMBER: 0000906602-99-000072 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990211 GROUP MEMBERS: DOUGLAS K. MELLINGER GROUP MEMBERS: GREGORY S. MELLINGER GROUP MEMBERS: MELLINGER DOUGLAS K GROUP MEMBERS: PAUL L. MELLINGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRT GROUP INC CENTRAL INDEX KEY: 0001045560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133914972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-54115 FILM NUMBER: 99530314 BUSINESS ADDRESS: STREET 1: 342 MADISON AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10173 BUSINESS PHONE: 2129220800 MAIL ADDRESS: STREET 1: 342 MADISON AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLINGER DOUGLAS K CENTRAL INDEX KEY: 0001066960 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PRT GROUP INC STREET 2: 342 MADISON AVE 11TH FL CITY: NEW YORK STATE: NY ZIP: 10173 BUSINESS PHONE: 2129220800 MAIL ADDRESS: STREET 1: PRT GROUP INC STREET 2: 342 MADISON AVE 11TH FL CITY: NEW YORK STATE: NY ZIP: 10173 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1){1} PRT Group Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 693579104 - ------------------------------------------------------------------------------- (CUSIP Number) December 31, 1998 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) **FOOTNOTES** {1} 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 the disclosures provided in a prior cover page. The information required in 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 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). CUSIP No. 693579104 13G Page 2 of 9 Pages 1 NAMES OF REPORTING PERSONS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Douglas K. Mellinger 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 2,054,708 shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 shares REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,054,708 shares WITH 8 SHARED DISPOSITIVE POWER 0 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,054,708 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /X/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 693579104 13G Page 3 of 9 Pages 1 NAMES OF REPORTING PERSONS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gregory S. Mellinger 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 2,067,080 shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 shares REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,067,080 shares WITH 8 SHARED DISPOSITIVE POWER 0 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,067,080 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.3% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 693579104 13G Page 4 of 9 Pages 1 NAMES OF REPORTING PERSONS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Paul L. Mellinger 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5 SOLE VOTING POWER SHARES 2,044,980 shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 shares REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,044,980 shares WITH 8 SHARED DISPOSITIVE POWER 0 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,044,980 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: PRT Group Inc. Item 1(b). Address of Issuer's Principal Executive Offices: PRT Group Inc. 342 Madison Avenue, 11th Floor New York, New York 10173 Item 2. (a)-(c) Name, Address of Principal Business Office and Citizenship of Persons Filing. This statement is filed on behalf of the persons named in paragraphs 1 through 3 below (collectively, the "Reporting Persons"). The written agreement by the Reporting Persons to the joint filing of this statement is attached hereto as Exhibit A. The following information is furnished with respect to each of the Reporting Persons. 1. Douglas K. Mellinger Douglas K. Mellinger c/o PRT Group Inc. 342 Madison Avenue, 11th Floor New York, New York 10173 Citizenship: United States of America 2. Gregory S. Mellinger Gregory S. Mellinger c/o PRT Group Inc. 342 Madison Avenue, 11th Floor New York, New York 10173 Citizenship: United States of America 3. Paul L. Mellinger Paul L. Mellinger 209 33rd Street Manhattan Beach, California 90266 Citizenship: United States of America (d) Title of Class of Securities: Common Stock, par value $.001 per share (e) CUSIP Number: 693579104 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable Item 4. Ownership. The aggregate number and percentage of outstanding shares of common stock, par value $.001 per share, of PRT Group Inc. (the "Shares") beneficially owned by each of the Reporting Persons are set forth below. 1. Douglas K. Mellinger* (a) Amount Beneficially Owned: 2,052,708 (b) Percent of Class: 11.2% (c) Number of Shares to which such person has: (i) sole power to vote or direct the vote: 2,052,708 (ii) shared power to vote or direct the vote: 0 (iii)sole power to dispose or to direct the disposition of: 2,052,708 (iv) shared power to dispose or to direct the disposition of: 0 * This schedule does not relate to, and, in accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Douglas K. Mellinger expressly declares that the filing of this schedule shall not be construed as an admission that he is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of (i) the 13,332 shares of Common Stock owned by his wife as custodian for his daughters under the NY-UTMA, or (ii) the 30,417 shares of Common Stock owned by the Mellinger Foundation, a charitable foundation of which Mr. Mellinger is a Director. Mr. Mellinger has not agreed to act together with such persons for the purpose of acquiring, holding, voting or disposing of shares of Common Stock and he disclaims membership in any "group" with such persons with respect to the Common Stock for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5(b) (1) adopted thereunder. 2. Gregory S. Mellinger (a) Amount Beneficially Owned: 2,065,080 (b) Percent of Class: 11.3% (c) Number of Shares to which such person has: (i) sole power to vote or direct the vote: 2,065,080 (ii) shared power to vote or direct the vote: 0 (iii)sole power to dispose or to direct the disposition of: 2,065,080 (iv) shared power to dispose or to direct the disposition of: 0 3. Paul L. Mellinger (a) Amount Beneficially Owned: 2,044,980 (b) Percent of Class: 11.2% (c) Number of Shares to which such person has: (i) sole power to vote or direct the vote: 2,044,980 (ii) shared power to vote or direct the vote: 0 (iii)sole power to dispose or direct the disposition of: 2,044,980 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. The identity of each member of the group is set forth in Exhibit B hereto. Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 9, 1999 /s/ Douglas K. Mellinger ---------------------------- Douglas K. Mellinger /s/ Gregory S. Mellinger ----------------------------- Gregory S. Mellinger /s/ Paul L. Mellinger ----------------------------- Paul L. Mellinger EX-99.1 2 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $.001 per share, of PRT Group Inc., and further agree to the filing of this Joint Filing Agreement as an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of February 9, 1999. By: /s/ Douglas K. Mellinger ------------------------- Douglas K. Mellinger By: /s/ Gregory S. Mellinger ------------------------- Gregory S. Mellinger By: /s/ Paul L. Mellinger ------------------------- Paul L. Mellinger EX-99.2 3 Exhibit B IDENTIFICATION OF MEMBERS OF THE GROUP The following information is furnished with respect to each member of the group consisting of Douglas K. Mellinger, Gregory S. Mellinger and Paul L. Mellinger, each of whom has agreed to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $.001 per share, of PRT Group Inc. ("PRT"). Douglas K. Mellinger, Gregory S. Mellinger and Paul L. Mellinger are brothers. Douglas K. Mellinger is the Chairman of the Board and Chief Executive Officer of PRT. Gregory S. Mellinger is the Chief Operating Officer and a director of PRT. Paul L. Mellinger is not employed by or otherwise affiliated with PRT. Each of Douglas, Gregory and Paul Mellinger are citizens of the United States of America. -----END PRIVACY-ENHANCED MESSAGE-----