-----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, DDFcH0ZEhDp94V83I7MIcWWP5bAMPDOXGgTBkMT4nIFLR7A/rGOvAnnMvRm4ySuU NMVt1jx1GmIl5iRlY9n2BQ== 0000950123-96-006707.txt : 19961120 0000950123-96-006707.hdr.sgml : 19961120 ACCESSION NUMBER: 0000950123-96-006707 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960908 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961115 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIEBERT FINANCIAL CORP CENTRAL INDEX KEY: 0000065596 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 111796714 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05703 FILM NUMBER: 96667967 BUSINESS ADDRESS: STREET 1: 182 SMITH ST CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 7188526100 MAIL ADDRESS: STREET 1: 182 SMITH ST CITY: BROOKLYN STATE: NY ZIP: 11201 FORMER COMPANY: FORMER CONFORMED NAME: MICHAELS J INC DATE OF NAME CHANGE: 19950221 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 1996 ---------------- Siebert Financial Corp. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) New York 0-5703 11-1796714 - -------- ------ ------------ (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation or Organization)
885 Third Avenue, Suite 1720, New York, New York 10022 --------------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (212) 644-2400 -------------- J. Michaels Inc., 182 Smith Street, Brooklyn, New York 11201 --------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. OTHER EVENTS. On November 8, 1996, Muriel Siebert Capital Markets Group, Inc., the sole shareholder of Muriel Siebert & Co., Inc. ("Siebert"), merged (the "Merger") with and into J. Michaels, Inc. (the "Company"). As was contemplated by the Plan and Agreement of Merger, signed on April 24, 1996 (reported in the Form 8-K dated April 25, 1996), the Company liquidated all of its existing assets, and the existing shareholders of the Company received out of the liquidation proceeds a cash payment and the right to share pro rata in the remaining net after tax proceeds (after payment of expenses and liabilities) realized from the sale of the existing assets of the Company. The surviving corporation will continue the existing discount brokerage and capital markets businesses conducted by Siebert under the name Siebert Financial Corp. The Merger was approved by the shareholders of each of the Company and Siebert. The shareholders of the Company have retained 2.5% of the shares of the surviving company, and Muriel Siebert, the sole shareholder of Siebert, owns 97.5% of the outstanding shares of the surviving company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- The following exhibits are filed as a part of this report. 99.1 Press release dated November 11, 1996. 99.2 Press release dated April 25, 1996.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SIEBERT FINANCIAL CORP. (Registrant) By:/s/ Muriel F. Siebert --------------------- Muriel F. Siebert President Dated: November 15, 1996 PAGE 2 3 EXHIBIT INDEX
EXHIBIT DOCUMENT PAGE NUMBER NUMBER 99.1 Press Release dated 4 November 11, 1996 99.2 Press Release dated 6 April 25, 1996
PAGE 3 EX-99.1 2 PRESS RELEASE DATED NOVEMBER 11, 1996 1 Contact for Muriel Siebert & Co.: Kate McDonough Trina Hardiman McDonough & Associates 212-334-0033 FOR IMMEDIATE RELEASE MURIEL SIEBERT CAPITAL MARKETS GROUP INC. AND J. MICHAELS INC. SIGN DEFINITIVE AGREEMENT TO MERGE ---------------------------------- NEW YORK, NY, APRIL 29, 1996 -- Muriel Siebert Capital Markets Group Inc., the sole shareholder of Muriel Siebert & Co., Inc., and J. Michaels Inc. (NASDAQ: MICH) have signed a definitive agreement to merge the two companies. The agreement follows the merger announcement made by the two companies on February 2, 1996. After the completion of the merger, shareholders of J. Michaels will share the proceeds from the liquidation of existing J. Michaels assets and will retain 2.5% of the shares of the surviving corporation. Muriel Siebert, Chief Executive Officer of Siebert and its sole shareholder, will own 97.5% of the shares of the surviving company. The surviving company will continue the existing discount brokerage and capital markets businesses conducted by Muriel Siebert & Co., Inc. under the name Siebert Financial Corp. Consummation of the merger is subject to approval by shareholders of J. Michaels and regulatory authorities. "Our becoming a public company will give us ways to better compete and better serve our brokerage and capital markets clients," said Ms. Siebert. "Doing a reverse merger with J. Michaels is giving us publicly-traded securities and greater flexibility to grow, reward our employees and plan for what we believe is a very promising future." Muriel Siebert & Co., Inc. is a leading national discount brokerage firm founded by Ms. Siebert in 1967 when she became the first woman member of the New York Stock Exchange. She transformed the firm into a discount brokerage house on May 1, 1975, the first day that New York Stock Exchange members were permitted under a new federal law to -more- 2 negotiate commissions. Ms. Siebert took a leave from her firm in 1977 to serve five years as the first woman Superintendent of Banking for the State of New York. Muriel Siebert & Co., Inc. is based in New York City, with branches in Los Angeles and Boca Raton and Naples, Florida. J. Michaels Inc. is engaged in the retail furniture business in Brooklyn, New York and Buffalo, New York and the furniture leasing business in Buffalo. ### EX-99.2 3 PRESS RELEASE DATED APRIL 25, 1996 1 DRAFT - 11/07/96 2:52 PM FOR IMMEDIATE RELEASE MURIEL SIEBERT & CO. INC. MERGES WITH J. MICHAELS INC. SIEBERT FINANCIAL CORP. BEGINS TRADING ON THE NASDAQ SMALL CAP MARKET New York, N.Y., November 11, 1996 -- Muriel Siebert & Co., Inc. announced today that its parent Corporation, Muriel Siebert Capital Markets Group, Inc. has completed a previously announced merger with J. Michaels, Inc. The new company will be known as Siebert Financial Corp. Siebert Financial Corp. is a holding company which conducts all its operations through its wholly owned subsidiary, Muriel Siebert & Co., Inc. ("Siebert"). Siebert is in the retail discount brokerage and investment banking business. The Siebert Brandford Shank Division, a recently-formed division of Siebert specializing in municipal underwritings, will continue to operate as part of Siebert. Muriel Siebert, Chief Executive Officer of Muriel Siebert & Co., Inc. will serve as CEO of Siebert Financial Corp., and will own 97.5% of the shares of the newly-formed corporation. Siebert Financial Corp. shares will trade under the ticker symbol SIEB on the NASDAQ Small Cap market beginning Tuesday, November 12. Shareholders of Michaels prior to the merger will receive an initial liquidating dividend of $11.50 and a non-transferable interest in future liquidating dividends from the sale of remaining assets. Michaels' stockholders received 2.5% of the shares of Siebert Financial Corp. in addition to the liquidating trust dividends. For every seven Michaels shares held, former Michaels' stockholders will receive one share of Siebert Financial Corp. 2 Siebert is a leading national discount brokerage firm that was founded by Ms. Siebert in 1967 when she became the first woman member of the New York Stock Exchange. She transformed the firm into a discount brokerage house on May 1, 1975, the first day that New York Stock Exchange members were permitted under a new federal law to negotiate commissions. Ms. Siebert took a leave of absence from her firm in 1977 to serve five years as the first woman Superintendent of Banking for the State of New York. Muriel Siebert & Co. Inc., is based in New York City with branches in Los Angeles, San Francisco, Seattle, Dallas, Houston, Chicago, Detroit and Boca Raton and Naples, Florida--with new offices opening in Morristown, New Jersey, Bal Harbor and Palm Beach, Florida within the month. ### -----END PRIVACY-ENHANCED MESSAGE-----