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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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Siebert Financial Corp.
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(Exact Name of Registrant as Specified in its Charter)
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New York 0-5703 11-1796714
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation or
Organization)
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885 Third Avenue, Suite 1720, New York, New York 10022
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 644-2400
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J. Michaels Inc., 182 Smith Street, Brooklyn, New York 11201
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(Former Name or Former Address, if Changed Since Last Report)
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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.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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The following exhibits are filed as a part of this report.
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99.1 Press release dated November 11, 1996.
99.2 Press release dated April 25, 1996.
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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
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Muriel F. Siebert
President
Dated: November 15, 1996
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EXHIBIT INDEX
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EXHIBIT DOCUMENT PAGE
NUMBER NUMBER
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99.1 Press Release dated 4
November 11, 1996
99.2 Press Release dated 6
April 25, 1996
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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
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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
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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.
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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.
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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.
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