-----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, EGG62x9X8uvjxRgQndDahvVf4ibHdIPpI5tWWodyl8tTCNaU5UPGUIgvLvvHtMUP Rf8wgOG8JSWXYwV19LiTFA== 0000918830-01-500012.txt : 20010608 0000918830-01-500012.hdr.sgml : 20010608 ACCESSION NUMBER: 0000918830-01-500012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0000920424 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133757717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45125 FILM NUMBER: 1655584 BUSINESS ADDRESS: STREET 1: 380 MADISON AVE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125884000 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAXTER FRANK CENTRAL INDEX KEY: 0000010443 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD 10TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104451199 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: 10TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 bax_13d1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Investment Technology Group, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - ------------------------------------------------------------------------------- (Title of Class of Securities) 46145F105 - ------------------------------------------------------------------------------- (CUSIP Number) Frank E. Baxter Jefferies Group, Inc. 11100 Santa Monica Boulevard 11th Floor Los Angeles, CA 90025 (310) 445-1199 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 2001 - ------------------------------------------------------------------------------- (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 [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * 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). Page 1 of 4 2 SCHEDULE 13D CUSIP No. 46145F105 Page 2 of 4 Pages --------- ------- ------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frank E. Baxter - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,334,059 NUMBER OF SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,334,059 WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0 - - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,334,059 - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 4 Pages STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OR 1934, AS AMENDED =============================================================================== This Amendment No. 1 to Schedule 13D (the "Amendment") supplements and amends the Statement on Schedule 13D filed on May 7, 1999 by the Reporting Person. The response to Item 5 of the Schedule 13D is hereby amended by adding the following paragraph to said Item: Prior to December 31, 2000, the Reporting Person ceased to be the beneficial owner of more than 5% of the outstanding shares of New ITG Common Stock. At June 5, 2001, the Reporting Person beneficially owned 1,334,059 shares of New ITG Common Stock, representing approximately 4.2% of the outstanding class at that date. (Information in this Amendment calculated based on the number of shares of New ITG Common Stock outstanding is based on the number of shares reported as outstanding in New ITG's Quarterly Report on Form 10-Q filed May 11, 2001, which reported the number of shares of Common Stock outstanding at that date, and information in prior Form 10-Qs and Form 10-Ks.) The Reporting Person's beneficial ownership at that date includes 4,094 shares as to which he has a currently exercisable right to acquire upon exercise of a stock option. The number of shares of New ITG Common Stock as to which the Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition at the date of this Amendment is set forth on the cover page to this Amendment, and such information is incorporated herein by reference. During the past 60 days, the Reporting Person made gifts of shares of New ITG Common Stock to charitable organizations, in seven separate private transactions, in amounts aggregating 2,512 shares. 4 Page 4 of 4 Pages SIGNATURE The filing of this Amendment and the disclosures herein shall not be deemed an admission that the Reporting Person has become subject to an obligation to file a Schedule 13D relating to New ITG, and shall not be deemed an admission that the Reporting Person is the beneficial owner of shares of New ITG Common Stock for any purpose other than under Sections 13(d) and (g) of the Securities Exchange Act of 1934 and the rules thereunder. 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. Date: June 7, 2001 Signature: /s/ Frank E. Baxter -----END PRIVACY-ENHANCED MESSAGE-----