-----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, BLM2bQEMxkyVGDH4v0sK1mCDITRgDqs3xFL1d20TUGSpKYvD6nvr50qfv8Vz+wD/ rsRCvQIXZKJnD/qmtcBJCw== 0001021771-00-000022.txt : 20000204 0001021771-00-000022.hdr.sgml : 20000204 ACCESSION NUMBER: 0001021771-00-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000203 GROUP MEMBERS: ABRAHAM WEINZIMER GROUP MEMBERS: DCAP GROUP INC GROUP MEMBERS: JAY M. HAFT GROUP MEMBERS: KEVIN LANG GROUP MEMBERS: MORTON L. CERTILMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DCAP GROUP INC/ CENTRAL INDEX KEY: 0000033992 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 362476480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06552 FILM NUMBER: 522548 BUSINESS ADDRESS: STREET 1: 90 MERRICK AVE STREET 2: 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 BUSINESS PHONE: 5167946300 MAIL ADDRESS: STREET 1: 90 MERRICK AVE 9TH FLOOR STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 FORMER COMPANY: FORMER CONFORMED NAME: EXTECH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EXECUTIVE HOUSE INC DATE OF NAME CHANGE: 19911119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DCAP GROUP INC CENTRAL INDEX KEY: 0001016869 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 MERRICK AVE STREET 2: 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 BUSINESS PHONE: 5167946300 MAIL ADDRESS: STREET 1: 90 MERRICK AVE 9TH FLOOR STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 FORMER COMPANY: FORMER CONFORMED NAME: CERTILMAN MORTON L DATE OF NAME CHANGE: 19960614 SC 13D/A 1 SCHEDULE 13D/A-13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13 )* DCAP Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 233065 10 1 (CUSIP Number) Fred S. Skolnik, Esq. (516) 296-7000 Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue, East Meadow, NY 11554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 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)(e), 13d-1(f), or 13d-1(g), check the following box [ ]. Page 1 of 10 Pages SCHEDULE 13D CUSIP No. 233065 10 1 1. Name of Reporting Person Morton L. Certilman 2. Check the appropriate box if a member of a group (a) [ X ] (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 United States Number of Shares 7. Sole Voting Power Beneficially Owned 1,223,505 By Each Reporting Person With 8. Shared Voting Power 0 9. Sole Dispositive Power 1,223,505 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Reporting Person 1,223,505 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.0% 14. Type of Reporting Person IN 2 SCHEDULE 13D CUSIP No. 233065 10 1 1. Name of Reporting Person Jay M. Haft 2. Check the appropriate box if a member of a group (a) [ X ] (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 United States Number of Shares 7. Sole Voting Power Beneficially Owned 1,676,393 By Each Reporting Person With 8. Shared Voting Power 0 9. Sole Dispositive Power 1,676,393 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Reporting Person 1,676,393 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 12.3% 14. Type of Reporting Person IN 3 SCHEDULE 13D CUSIP No. 233065 10 1 1. Name of Reporting Person Kevin Lang 2. Check the appropriate box if a member of a group (a) [ X ] (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 United States Number of Shares 7. Sole Voting Power Beneficially Owned 2,675,000 By Each Reporting Person With 8. Shared Voting Power 0 9. Sole Dispositive Power 2,675,000 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Reporting Person 2,675,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 19.7% 14. Type of Reporting Person IN 4 SCHEDULE 13D CUSIP No. 233065 10 1 1. Name of Reporting Person Abraham Weinzimer 2. Check the appropriate box if a member of a group (a) [ X ] (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 United States Number of Shares 7. Sole Voting Power Beneficially Owned 2,675,000 By Each Reporting Person With 8. Shared Voting Power 0 9. Sole Dispositive Power 2,675,000 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Reporting Person 2,675,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 19.7% 14. Type of Reporting Person IN 5 ITEM 1. SECURITY AND ISSUER. This statement amends and supplements the Schedule 13D dated December 16, 1988, as previously amended by Amendments No. 1 through 11 dated January 12, 1989, April 11, 1989, April 12, 1989, April 21, 1989, September 27, 1989, February 27, 1992, March 22, 1994, October 11, 1994, June 3, 1996, July 31, 1996, and December 31, 1996, respectively, filed by Morton L. Certilman and Jay M. Haft and Amendment No. 12, dated February 25, 1999, filed by Morton L. Certilman, Jay M. Haft, Kevin Lang and Abraham Weinzimer, relating to the Common Stock, par value $.01 per share, of DCAP Group, Inc. (the "Common Shares"), a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 90 Merrick Avenue, East Meadow, New York 11554. ITEM 2. IDENTITY AND BACKGROUND. (a) Names of Reporting Persons: Morton L. Certilman Jay M. Haft Kevin Lang Abraham Weinzimer (b) Residence or business addresses: Morton L. Certilman 90 Merrick Avenue East Meadow, NY 11554 Jay M. Haft 1001 Brickell Bay Drive 9th Floor Miami, FL 33131 Kevin Lang 2545 Hempstead Turnpike Suite 100 East Meadow, NY 11554 Abraham Weinzimer 2545 Hempstead Turnpike Suite 100 East Meadow, NY 11554 (c) Mr. Certilman is employed as Chairman of the Company. Mr. Haft is employed as Vice Chairman of the Company. Mr. Lang is employed as President of the Company. 6 Mr. Weinzimer is employed as Executive Vice President of the Company. (d) None of the Reporting Persons has been convicted in a criminal proceeding in the last five years. (e) None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body during the last five years. (f) Messrs. Certilman, Haft, Lang and Weinzimer are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. N/A ITEM 4. PURPOSE OF TRANSACTION. Effective December 30, 1999, Mr. Certilman gifted an aggregate of 359,388 Common Shares of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of the date hereof, Mr. Certilman is the beneficial owner of 1,223,505 Common Shares of the Company (or approximately 9.0% of the outstanding Common Shares of the Company). Of such Common Shares, 902,452 are held in a retirement trust for the benefit of Mr. Certilman. Mr. Certilman has sole voting and dispositive power over all of such shares. On February 25, 1999, pursuant to an Agreement, dated as of May 8, 1998, by and among the Company and Messrs. Certilman, Haft, Lang and Weinzimer, as amended (the "DCAP Agreement"), the Company acquired from Messrs. Lang and Weinzimer all of the outstanding stock of DCAP Insurance Agencies, Inc. (then known as Dealers Choice Automotive Planning Inc.) as well as interests in other related companies. At the closing of the DCAP Agreement, Mr. Certilman also was granted options to purchase up to 225,000 Common Shares of the Company, of which options to purchase up to 112,500 shares are exercisable within 60 days. Except as described in Item 4 hereof, during the past 60 days Mr. Certilman has not effected any transactions in the Common Shares of the Company. As of the date hereof, Mr. Haft is the beneficial owner of 1,676,393 Common Shares of the Company (or approximately 12.3% of the outstanding Common Shares of the Company). Of such Common Shares, 15,380 are held in a retirement trust for the benefit of Mr. Haft. Mr. Haft has sole voting and dispositive power over all of such shares. At the closing of the DCAP Agreement, Mr. Haft also was granted options to purchase up to 225,000 Common Shares of the Company, of which options to purchase up to 112,500 shares are exercisable within 60 days. During the past 60 days Mr. Haft has not effected any transactions in the Common 7 Shares of the Company. As of the date hereof, Mr. Lang is the beneficial owner of 2,675,000 Common Shares of the Company (or approximately 19.7% of the outstanding Common Shares of the Company). Mr. Lang has sole voting and dispositive power over all of such shares. At the closing of the DCAP Agreement, Mr. Lang also was granted options to purchase up to 200,000 Common Shares of the Company, of which options to purchase up to 100,000 shares are exercisable within 60 days. During the past 60 days Mr. Lang has not effected any transactions in the Common Shares of the Company. As of the date hereof, Mr. Weinzimer is the beneficial owner of 2,675,000 Common Shares of the Company (or approximately 19.7% of the outstanding Common Shares of the Company). Mr. Weinzimer has sole voting and dispositive power over all of such shares. At the closing of the DCAP Agreement, Mr. Weinzimer also was granted options to purchase up to 200,000 Common Shares of the Company, of which options to purchase up to 100,000 shares are exercisable within 60 days. During the past 60 days Mr. Weinzimer has not effected any transactions in the Common Shares of the Company. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is made to Item 6 of Amendment No. 12 to this Schedule 13D. Also see Item 5 hereof with respect to options held by the Reporting Persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Agreement among the Reporting Persons. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to myself is true, complete and correct. Dated: February 3, 2000 /s/ Morton L. Certilman ----------------------- Morton L. Certilman /s/ Jay M. Haft --------------- Jay M. Haft /s/ Kevin Lang -------------- Kevin Lang /s/ Abraham Weinzimer --------------------- Abraham Weinzimer EXHIBIT 1 The undersigned agree that the Amendment to Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Dated: February 3, 2000 /s/ Morton L. Certilman ----------------------- Morton L. Certilman /s/ Jay M. Haft --------------- Jay M. Haft /s/ Kevin Lang -------------- Kevin Lang /s/ Abraham Weinzimer --------------------- Abraham Weinzimer -----END PRIVACY-ENHANCED MESSAGE-----