Sec Form 13D Filing - BERLINER EFFEKTENGESELLSCHAFT AG filing for LADENBURG THALMANN FINL SVCS (LTSL) - 2004-04-02

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ----------------------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)


  INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
               AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)

                               (Amendment No. 3)*

                   Ladenburg Thalmann Financial Services Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $.0001 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   50575Q 10 2
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                   Holger Timm
                        Berliner Effektengesellschaft AG
                               Kurfurstendamm 119
                              10711 Berlin, Germany
                               011-49-30-8902-196

- --------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                 March 31, 2004
- --------------------------------------------------------------------------------
             (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 statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) 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).




                                  SCHEDULE 13D

- -----------------------                               --------------------------
CUSIP No. 50575Q 10 2                                      Page 2 of 5 Pages
- -----------------------                               --------------------------

- --------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1

       Berliner Effektengesellschaft AG                        I.D. No.
- --------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) |_|
                                                                    (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

       Federal Republic of Germany
- --------------------------------------------------------------------------------
                     7     SOLE VOTING POWER
  NUMBER OF
    SHARES                            4,620,501
 BENEFICIALLY     --------------------------------------------------------------
   OWNED BY
     EACH            8     SHARED VOTING POWER
  REPORTING
    PERSON                            -0-
     WITH         --------------------------------------------------------------
 BENEFICIALLY
   OWNED BY          9     SOLE DISPOSITIVE POWER
     EACH
  REPORTING                           4,620,501
    PERSON        --------------------------------------------------------------
     WITH
                    10     SHARED DISPOSITIVE POWER

                                      -0-
- --------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    4,620,501
- --------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
- --------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     10.6%
- --------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*

       CO
- --------------------------------------------------------------------------------


                                  SCHEDULE 13D

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CUSIP No. 50575Q 10 2                                      Page 3 of 5 Pages
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     This Amendment No. 3 amends the statement on Schedule 13D originally  filed
with the Securities and Exchange Commission on March 16, 2001 and dated February
8, 2001 (as amended,  the  "Schedule  13D"),  with respect to the common  stock,
$.0001 par value,  ("Common Stock"),  of Ladenburg  Thalmann  Financial Services
Inc., a Florida  corporation  (the  "Company").  Other than as set forth herein,
there has been no material  change in the  information set forth in the Schedule
13D. All capitalized  terms not otherwise defined herein shall have the meanings
ascribed thereto in the Schedule 13D.

Item 4.  Purpose of Transaction.

     Item 4 of the Schedule 13D is hereby amended to add the following:

     Effective  March  31,  2004,  the  Company  and  Berliner  entered  into an
agreement ("Note Purchase  Agreement") pursuant to which the Company repurchased
the Note held by Berliner in $1.99 million aggregate  principal amount, plus all
accrued but unpaid interest thereon,  for $1,000,000 in cash. As a result of the
Note Purchase  Agreement,  Berliner will no longer have the right to convert the
principal of the Note, and all accrued but unpaid interest thereon,  into shares
of Common  Stock of the  Company  (totaling  1,108,565  shares  of Common  Stock
immediately prior to the consummation of the Note Purchase Agreement).

     Except as set forth in this Item 4, none of the  Reporting  Persons has any
present  plans or  proposals  which relate or would result in any of the matters
set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

     Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended to read as
follows:

     (a)  As of  the  date  hereof,  the  Reporting  Person  may  be  deemed  to
beneficially  own  4,620,501  shares  of  Common  Stock  of the  Company,  which
constituted  10.6% of the  43,627,130  shares  of  Common  Stock of the  Company
outstanding  (as reported in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 2003). To the knowledge of the Reporting  Person,
none of the  directors and  executive  officers of the  Reporting  Person may be
deemed to be acting as a group with Berliner.

     (b) As of the date hereof,  with respect to the 4,620,501  shares of Common
Stock held by  Berliner,  Berliner  exercises  both sole  voting  power and sole
dispositive  power.  To the  knowledge  of the  Reporting  Person,  none  of the
directors  and executive  officers of Berliner may be deemed to exercise  voting
power and dispositive power with respect to such shares.

     Under the  definition of "beneficial  ownership" in Rule 13d-3  promulgated
under  the Act,  it is  possible  that  members  of the  Board of  Directors  of
Berliner,  in their capacities as such, might be deemed to be beneficial  owners
of the Securities and share the voting and dispositive powers with regard to the
Securities. Neither the filing of this Schedule nor any of its contents shall be
construed as an admission that the directors of Berliner are  beneficial  owners
of any of the Securities, either for purposes of Section 13(d) of the Act or for
any other purpose, and such beneficial ownership is expressly disclaimed.


                                  SCHEDULE 13D

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CUSIP No. 50575Q 10 2                                      Page 4 of 5 Pages
- -----------------------                               --------------------------


     (c) On March 29, 2004,  Berliner  entered into the Note Purchase  Agreement
with the Company. See Item 4. Neither Berliner, nor to Berliner's knowledge, any
of its directors and executive officers,  has effected any other transactions in
the Common Stock of the Company in the past 60 days.

Item 6.  Contracts, Arrangements, Understandings or Relationships
         With Respect to Securities of the Issuer.

     Item 6 of the Schedule 13D is hereby amended to add the following:

     See Item 4 with respect to the Note Purchase Agreement.  A copy of the Note
Purchase Agreement is incorporated by reference in Exhibit L.


Item 7.  Material to be filed as Exhibits.

     Item 7 of the Schedule 13D is hereby amended to add the following exhibit:

     Exhibit L:     Note Purchase Agreement, dated as of March 29, 2004, between
                    Ladenburg  Thalmann  Financial  Services  Inc.  and Berliner
                    Effektengesellschaft   AG   (incorporated  by  reference  to
                    Exhibit  10.56 in the  Company's  Annual Report on Form 10-K
                    for the fiscal year ended December 31, 2003).





                                  SCHEDULE 13D

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CUSIP No. 50575Q 10 2                                      Page 5 of 5 Pages
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                                    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:  April 2, 2004

                                          BERLINER EFFEKTENGESELLSCHAFT AG



                                          /s/ Holger Timm
                                          --------------------------------
                                          Name: Holger Timm
                                          Title: Chief Executive Officer