SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(A)
(Amendment No. 3)
JW CHARLES FINANCIAL SERVICES, INC.
(Name of Issuer)
COMMON STOCK $.001 PAR VALUE
(Title of Class of Securities)
220022-10-7
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(CUSIP Number)
MARSHALL T. LEEDS
C/O JW CHARLES FINANCIAL SERVICES, INC.
980 NORTH FEDERAL HIGHWAY
SUITE 310
BOCA RATON, FL 33432
800-226-2660
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 26, 1998
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(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. / /
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SCHEDULE 13D
CUSIP NO. 0220022-10-7
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Marshall T. Leeds
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS*
Not applicable to transaction described herein
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
_________________________________________________________________
6. CITIZENSHIP
Unites States of America
________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES 618,906 (includes 75,000 shares subject
BENEFICIALLY to presently exercisable options)
OWNED BY ---------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH N/A
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9. SOLE DISPOSITIVE POWER
618,906 (includes 75,000 shares subject
to presently exercisable options)
---------------------------
10. SHARED DISPOSITIVE POWER
N/A
_________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,906 shares
____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES / /
____________________________________________________________
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
____________________________________________________________
14. TYPE OF REPORTING PERSON
IN
____________________________________________________________
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ITEM 1. SECURITY AND ISSUER.
This Amendment to Schedule 13D is filed by Marshall T. Leeds
with respect to his ownership of shares of common stock of JW
Charles Financial Services, Inc. (the "Issuer"). The Issuer's
principal executive offices (the "Offices") are located at 980
North Federal Highway, Suite 310, Boca Raton, Florida 33432
ITEM 2. IDENTITY AND BACKGROUND.
Marshall T. Leeds
c/o JW Charles Financial Services, Inc. at the Offices
Mr. Leeds is Chairman, Chief Executive Officer, and President of the
Issuer.
During the last five years, Mr. Leeds has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors), and he was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of (or
prohibiting or mandating activities subject to) federal or state
securities laws of finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable to the transactions reported on herein.<PAGE>
Page 3
ITEM 4. PURPOSE OF THE TRANSACTION.
This Amendment No. 3 has been filed to report the disposition by
Mr. Leeds of an aggregate of 329,600 shares of common stock of the
Issuer to three transferees in separate, privately negotiated
transactions.
Mr. Leeds sold 300,000 shares of common stock to Avatex Corporation
in a transaction that closed on January 26, 1998, and 20,000 shares
to AMIC Securities Limited in a transaction that is closing on
February 2, 1998, each for a purchase price of $11.50 per share.
He transferred 9,600 shares to Putnam, Lovell & Thornton, Inc., a
securities brokerage and investment banking firm, as a fee for its
services in connection with the above sales. Following the
consummation of these dispositions, Mr. Leeds continues to own
618,906 (including 75,000 shares subject to presently exercisable
options) shares of common stock, or approximately 16.4% of the
Issuer's outstanding common stock, and is the single largest
beneficial owner of the Issuer's common stock.
Mr. Leeds sold the 320,000 shares to provide additional liquidity
for personal uses and not for any purpose related to a matter
described in this Item 4. As the single largest shareholder and
Chairman of the Board and Chief Executive Officer of the Issuer,
Mr. Leeds continues to have the ability to exercise a controlling
influence over the business and policies of the Issuer, although he
does not possess the power to control the outcome of any matter that
is subject to a vote of the shareholders of the Issuer, whether such
a vote is required by law, by rules or policies of The American
Stock Exchange, Inc., or by contract with a third party.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Leeds owns 618,906 shares (including 75,000 shares
subject to presently exercisable options), approximately
16.4% of the Issuer's outstanding common stock.
(b) Mr. Leeds has sole power to vote and dispose of
618,906 shares (assuming the exercise of presently
exercisable options to acquire 75,000 shares), although
he is subject to a voting agreement, described in Item 6,
with respect to the election of directors of the Issuer.
(c) As discussed under Item 4, Mr. Leeds disposed of 300,000
shares and 20,000 shares of common stock at a price of
$11.50 per share in separate transactions with two
purchasers and he also transferred 9,600 shares to
Putnam, Lovell & Thornton, Inc. in payment
of a commission in connection with the sale of the
aforementioned two blocks of shares.
(d) Not Applicable
(e) Not Applicable
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the sales and transfer described under
Items 4 and 5, Mr. Leeds agreed to cause the Issuer to enter into
a registration rights agreement with each of the three transferees,
and the Issuer has done so. The registration rights agreement with
the purchaser of the 300,000 shares requires automatic registration
of those shares by April 26, 1998, and otherwise grants piggyback
registration rights to the purchaser. That agreement is included
as Exhibit 1 hereto. The other two agreements grant piggyback
rights only, which in each case are identical to the piggyback
registration rights in the first agreement.
From December 1992 until June 11, 1996, Gilman CMG, Inc. or its
affiliates (collectively "GCMG") had owned approximately 49% of the
Issuer's outstanding common stock, and the Issuer had borrowed an
aggregate of $5 million from GCMG in a series of transactions. On
May 15, 1995, as a part of the Issuer's repurchase over time of its
common stock owned by GCMG, the Issuer and GCMG entered into a Loan
Agreement that converted the Issuer's then outstanding indebtedness
to GCMG into a $5 million term loan. On June 11, 1996, the Issuer
entered into an Amended and Restated Stock Repurchase Agreement
(the "New Agreement") with GCMG in order to accelerate the immediate
repurchase of all the Issuer's shares of common stock owned by GCMG.
As part the New Agreement, Mr. Leeds agreed with GCMG to vote for
the election as directors of the Issuer an equal number of nominees
identified by GCMG, on the one hand, and by Mr. Leeds and another
executive officer of the Issuer on the other hand, until such time
that the promissory note given by the Issuer to pay a portion of the
accelerated repurchase price is paid in full.
On January 21, 1998, the Issuer announced the execution of
an Agreement and Plan of Combination with Genesis Merchant Group
Securities LLC ("Genesis") and certain of its members and other
parties (the "Combination Agreement"), pursuant to which it
is proposed that the Issuer will acquire Genesis in a transaction
in which the Issuer and Genesis will be combined together (the
"Combination") as subsidiaries of a new holding company that will
succeed the Issuer as a public company registered under the
Securities Exchange Act of 1934, as amended. The Combination
Agreement is subject to several conditions for its consummation,
including the affirmative approval of the combination by holders of
a majority of the Issuer's outstanding shares of common stock.
Mr. Leeds has agreed to vote his shares of common stock in favor of
the combination. The Issuer is presently engaged in taking actions
necessary to hold a shareholders meeting for the taking of that
vote and otherwise to perform its obligations for consummation of the
Combination.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Registration Rights Agreement, dated January
21, 1998 between Avatex Corporation, Marshall
T. Leeds and JW Charles Financial Services, Inc.
Exhibit 2. Stock Sale Agreement by and Between Marshall T.
Leeds and Avatex Corporation, dated January 21,
1998.
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Page 5
Exhibit 3 Loan Agreement between Gilman CMG, Inc. and JW
Charles Financial Services, Inc. dated May 15,
1995 (incorporated by reference to Exhibit 10(b)
to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1995).
Exhibit 4 Amended and Restated Stock Purchase Agreement among
JW Charles Financial Services, Inc., Gilman CMG, Inc.,
Marshall T. Leeds and Joel E. Marks dated June 1996
(incorporated by reference to Item 7(c)(i) of the
Company's Quarterly report on Form 10-Q for the period
ending June 30, 1996).
SIGNATURES
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.
/s/ Marshall T. Leeds
Marshall T. Leeds
Chairman/CEO
Date: January 30, 1998
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