RYAN BECK & CO INC, DEF 14A, 1995-03-28

RYAN BECK & CO INC
DEF 14A, 1995-03-28
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES

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<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

RYAN, BECK & CO. INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

<PAGE>

LOGO

RYAN, BECK & CO.
---------------------------------------------
EXCELLENCE IN INVESTMENT AND BANKING SERVICES

NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS

TO BE HELD ON MAY 2, 1995

To the Shareholders of Ryan, Beck & Co., Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ryan, Beck
& Co., Inc. (the "Company") will be held at Mayfair Farms, 481 Eagle Rock
Avenue, West Orange, New Jersey on Tuesday, May 2, 1995 at 10:00 a.m., Eastern
Time, for the following purposes:
1.To elect four directors for terms expiring in 1998;
2.To consider and vote upon a proposal to amend the Company's Amended and
Restated Restricted Stock Grant Plan; and
3. To transact such other business as may properly come before the meeting or
any adjournments thereof.

Pursuant to the By-laws of the Company, the Board of Directors has fixed
March 15, 1995 as the record date for the determination of shareholders
entitled to notice of, to vote at and to attend the Annual Meeting and any
adjournments thereof. Only record holders of the Common and Preferred Stock of
the Company as of the close of business on that date will be entitled to notice
of, to vote at and to attend the Annual Meeting or any adjournments thereof.

By Order of the Board of Directors

/s/ Mildred Santillo

Mildred Santillo
Secretary

March 27, 1995

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS URGES YOU
TO SIGN, DATE, AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED STAMPED ENVELOPE. AT ANY TIME PRIOR TO ITS BEING VOTED, PROXIES ARE
REVOCABLE BY WRITTEN NOTICE TO THE COMPANY IN ACCORDANCE WITH INSTRUCTIONS SET
FORTH IN THE ENCLOSED PROXY STATEMENT OR BY VOTING IN PERSON AT THE ANNUAL
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON WHETHER OR NOT YOU
HAVE PREVIOUSLY GIVEN A PROXY. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION
FROM THE RECORD HOLDER OF THE SHARES TO VOTE PERSONALLY AT THE ANNUAL MEETING.
<PAGE>

LOGO

RYAN, BECK & CO.
---------------------------------------------
EXCELLENCE IN INVESTMENT AND BANKING SERVICES

----------------
PROXY STATEMENT
----------------

The following statement is furnished in connection with the solicitation by
the Board of Directors of Ryan, Beck & Co., Inc., a New Jersey corporation (the
"Company"), of proxies to be voted at the Annual Meeting of Shareholders of the
Company to be held at Mayfair Farms, 481 Eagle Rock Avenue, West Orange, New
Jersey on Tuesday, May 2, 1995 at 10:00 a.m., Eastern Time, and at any and all
adjournments thereof (the "Annual Meeting"). This proxy statement and the
enclosed form of proxy are first being sent to shareholders on or about March
27, 1995.

As of the date of this Proxy Statement, the Board of Directors of the Company
knows of no business that will be presented for consideration at the Annual
Meeting other than that referred to in the Notice of Annual Meeting of
Shareholders attached hereto. As to other business, if any, that may properly
come before the Annual Meeting, the proxy in the enclosed form will be voted in
accordance with the judgment of the person or persons voting the proxy, unless
otherwise directed by the Board of Directors.

DATE, TIME AND PLACE OF ANNUAL MEETING

The Annual Meeting will be held on Tuesday, May 2, 1995 at 10:00 a.m. at
Mayfair Farms, 481 Eagle Rock Avenue, West Orange, New Jersey.

VOTING; REVOCATION OF PROXIES

If the enclosed proxy is properly executed and returned prior to the Annual
Meeting, the shares represented thereby will be voted in accordance with the
instructions marked thereon. Each proxy may be revoked at any time before it is
exercised by giving written notice to the Secretary of the Company. A
subsequently dated proxy will, if properly presented, revoke a prior proxy.
However, if you are a shareholder whose shares are not registered in your own
name, you will need additional documentation from the record holder of the
shares to vote personally at the Annual Meeting. Any shareholder may attend the
Annual Meeting and vote in person whether or not they have previously given a
proxy.

PROXY SOLICITATION

The entire cost of soliciting these proxies will be borne by the Company.
Following the mailing of these proxy soliciting materials, directors, officers
and employees of the Company may solicit proxies by mail, telephone, telegraph
and personal interviews. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries to forward proxy soliciting material
to the beneficial owners of stock held of record by such persons, and the
Company will reimburse them for reasonable out-of-pocket expenses incurred by
them in so doing.

1
<PAGE>

VOTE REQUIRED; SHARES ENTITLED TO VOTE

Holders of record of the Company's Common Stock, par value $.10 per share
("Common Stock"), and Voting Cumulative Convertible Preferred Stock, Series A,
par value $.10 per share (the "Series A Preferred Stock"), herein after
collectively referred to as the "Voting Stock", as of the close of business on
March 15, 1995 are entitled to notice of, and to vote at, the Company's Annual
Meeting. At the close of business on the record date, there were 3,088,149
shares of Common Stock outstanding and 437,080 shares of Series A Preferred
Stock outstanding. All holders of Voting Stock will vote together as a class
and each share of Voting Stock is entitled to one vote on all matters to come
before the Annual Meeting. The total number of votes entitled to be cast at the
Annual Meeting is 3,525,229.

The presence, in person or by proxy, of holders of a majority of the
outstanding shares of the Company's Voting Stock will constitute a quorum for
the transaction of business at the Company's Annual Meeting.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as of March 15, 1995 with
respect to the holdings of (i) each director and executive officer of the
Company, and by all of such executive officers and directors as a group, and
(ii) any other 5.00% or more holder of the Company. The Company's management is
not aware of any other individual or entity that owned of record or
beneficially owned more than 5.00% of the Common Stock and/or Series A
Preferred Stock as of March 15, 1995. To the Company's knowledge, except as
otherwise indicated in the footnotes to this table, each of the persons named
in the table has sole voting and/or investment power with respect to all shares
of Common Stock and/or Series A Preferred Stock reported as beneficially owned
by such persons.

<TABLE>
<CAPTION>
COMMON STOCK AND SERIES A
COMMON STOCK EQUIVALENTS PREFERRED STOCK/(1)/
------------------------- ----------------------
DIRECTORS AND NUMBER OF NUMBER OF
EXECUTIVE OFFICERS SHARES PERCENT SHARES PERCENT
- ------------------ ------------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Fenwick H. Garvey 189,155/(2,3,4)/ 5.93% 100,820 23.02%
80 Main Street
West Orange, N.J.

Allen S. Greene 74,836 2.42 -- --
80 Main Street
West Orange, N.J.

Bruce M. Chodash 407,951/(3,4)/ 13.21 820 *
80 Main Street
West Orange, N.J.

Matthew R. Naula 370,820/(3,4)/ 12.00 820 *
80 Main Street
West Orange, N.J.

Ben A. Plotkin 94,323/(3)/ 3.05 820 *
80 Main Street
West Orange, N.J.

Jack R. Rosenthal 2,686/(3)/ * 820 *
80 Main Street
West Orange, N.J.

Michael M. Horn 17,971 * -- --
McCarter & English
100 Mulberry Street
Newark, N.J.
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
COMMON STOCK AND SERIES A
COMMON STOCK EQUIVALENTS PREFERRED STOCK/(1)/
------------------------------- ----------------------
DIRECTORS AND NUMBER OF NUMBER OF
EXECUTIVE OFFICERS SHARES PERCENT SHARES PERCENT
- ------------------ -------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
David Tendler 2,000 * -- --
Tendler Beretz
Associates, Ltd.
101 East 52nd Street
New York, N.Y.

Peter W. Rodino, Jr. -- -- -- --
Rodino & Rodino, P.C.
11 Eagle Rock Avenue
East Hanover, NJ

Richard B. Neff 19,436 * -- --
DiGiorgio Corporation
Two Executive Drive
Somerset, N.J.

All Directors and 1,179,298/(5)/ 36.94 104,100 23.77
Executive Officers as a
Group

<CAPTION>
OTHER
BENEFICIAL OWNERS
- -----------------
<S> <C> <C> <C> <C>
Harry C. Oefinger 176,250/(6)/ 5.68 17,000 3.88
80 Main Street
West Orange, N.J.

Ryan, Beck & Co., Inc. 125,852/(7)/ 3.92 125,852 28.73
ESOP, Nationar TTEE
UAD 4/19/94
330 Madison Avenue
New York, N.Y.
</TABLE>
- --------
* Less than one percent.

/(1)/ Each share of Series A Preferred Stock is immediately convertible into one
share of Common Stock.
/(2)/ Includes 100,000 shares of Series A Preferred Stock, each of which is
immediately convertible into one share of Common Stock.

/(3)/ Includes 820 shares of Series A Preferred Stock, each of which is
immediately convertible into one share of Common Stock, held in a Ryan
Beck ESOP account for the benefit of such person, as to which such person
may direct voting.

/(4)/ On March 15, 1994, Messrs. Garvey, Naula and Chodash entered into an
Amended and Restated Stock Pooling Agreement (the "Agreement") with
respect to all shares of Common Stock and Series A Preferred Stock then
owned, or subsequently acquired by the parties, which amended and restated
a prior agreement which had previously given Mr. Garvey the right to vote
all of the Company's Common Stock owned by Messrs. Naula and Chodash
solely in connection with the election of directors, through the Company's
1994 Annual Meeting. As a result of Mr. Garvey's relinquishment of his
position as Chief Executive Officer of the Company on October 11, 1994,
the Agreement requires that Mr. Garvey, as voting trustee under the
Agreement, vote all such shares in connection with the election of
directors of the Company as directed by the holders of a majority of such
shares subject to the Agreement. In the event that holders of Common Stock
and the Series A Preferred Stock vote separately as a class on any matter
brought before the shareholders for consideration, Mr. Garvey will be
required to vote the shares of Common Stock as directed but each of the
parties to the Agreement will individually vote the shares of Series A
Preferred Stock, if any, held by them. Unless amended, the Agreement will
terminate following the 1999 Annual Meeting. Pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934, Mr. Garvey may be deemed to
beneficially own all shares subject to the Agreement.

/(5)/ Includes 104,100 shares of Series A Preferred Stock, each of which is
immediately convertible into one share of Common Stock.

/(6)/ Includes 17,000 shares of Series A Preferred Stock, each of which is
immediately convertible into one share of Common Stock.

/(7)/ Consists solely of Series A Preferred Stock, each of which is immediately
convertible into one share of Common Stock.

3
<PAGE>

PROPOSAL I

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS

The Company's directors are elected on a staggered term basis, with each
class of directors consisting of approximately one-third of the Board and
standing for re-election once in each three year period. At a meeting of the
Board of Directors held on September 14, 1994 the Board of Directors increased
the number of directors, thereby creating a vacancy in Class II and appointed
Allen S. Greene to fill such vacancy until the Annual Meeting. Accordingly, at
the Annual Meeting, the Company's shareholders will be asked to elect four
directors in Class II for terms expiring in 1998. As a result of the
aforementioned newly created directorship, Class I consists of three directors
whose terms expire in 1997; Class II consists of four directors whose terms
expire at the Annual Meeting; and Class III consists of three directors whose
terms expire in 1996.

Unless a shareholder either indicates "withhold authority" on his proxy or
indicates on his proxy that his shares should not be voted for certain
nominees, it is intended that the persons named in the proxy will vote for the
election as directors of the four persons named in Table I below to serve
until the expiration of their respective terms and thereafter until their
successors shall have been duly qualified and elected. Discretionary authority
is solicited to vote for the election of a substitute for any of said nominees
who, for any reason presently unknown, cannot be a candidate for election.

Table I sets forth the names and ages of the nominees to the Board of
Directors, the other positions and offices held by each such person within the
Company, the period during which each such person has served on the Company's
Board of Directors, the expiration of their respective terms and the principal
occupations and employment of each such person during the past five years.
Table II sets forth comparable information with respect to those directors
whose terms of office will continue beyond the date of the Annual Meeting.
Unless otherwise indicated, the principal occupations and employment listed
for each person has been his principal occupation and employment for at least
the past five years.

TABLE I

NOMINEES FOR ELECTION AS DIRECTORS

CLASS II

<TABLE>
<CAPTION>
DIRECTOR EXPIRATION OF
NAME AND AGE SINCE TERM BUSINESS EXPERIENCE FOR PAST FIVE YEARS
------------ -------- ------------- ---------------------------------------
<C> <C> <C> <S>
Bruce M. Chodash, 46 1981 1998 Executive Vice President (January 1986-
Present).

Allen S. Greene, 48 1994 1998 President and Chief Executive Officer
(October 1994-Present); Chairman, President
and Chief Executive Officer of VSB
Bancorp/Valley Savings Bank (October 1990-
October 1994); President of Allen S. Greene
and Company, Inc. (June 1977-October 1990).

Richard B. Neff, 46 1994 1998 President and Chief Executive Officer of Las
Plumas Lumber Corp. (April 1991-Present);
Executive Vice President, Chief Financial
Officer and Director of DiGiorgio Corp.
(February 1990-Present); Business Consultant
(April 1986-February 1990).

Peter W. Rodino, Jr., 85 1989 1998 Partner of Rodino & Rodino, P.C. (Attorneys
at Law) (1989-Present); U.S. Congressman
(January 1949-January 1989).
</TABLE>

4
<PAGE>

TABLE II

CONTINUING DIRECTORS

CLASS I

<TABLE>
<CAPTION>
DIRECTOR EXPIRATION OF
NAME AND AGE SINCE TERM BUSINESS EXPERIENCE FOR PAST FIVE YEARS
------------ -------- ------------- ---------------------------------------
<C> <C> <C> <S>
Michael M. Horn, 55 1986 1997 Partner of McCarter & English (Attorneys at Law)
(May 1990-Present); Executive Vice President of
Ryan, Beck & Co., (December 1988-April 1990).

Matthew R. Naula, 53 1981 1997 Executive Vice President (December 1990-
Present); Senior Vice President (1981-December
1990).

Ben A. Plotkin, 39 1993 1997 Executive Vice President (December 1990-
Present); Senior Vice President (December 1989-
December 1990); First Vice President (December
1987-December 1989).

CLASS III

<CAPTION>
DIRECTOR EXPIRATION OF
NAME AND AGE SINCE TERM BUSINESS EXPERIENCE FOR PAST FIVE YEARS
------------ -------- ------------- ---------------------------------------
<C> <C> <C> <S>
Fenwick H. Garvey, 50 1970 1996 Chairman of the Board (July 1989-Present);
President and Chief Executive Officer (July
1987-October 1994); President and Chief
Operating Officer (January 1987-June 1987);
Executive Vice President (1972-1986).

Jack R. Rosenthal, 70 1965 1996 Vice Chairman of the Board (January 1987-
Present); Executive Vice President (1972-1986).

David Tendler, 57 1993 1996 Chairman and Chief Executive Officer of Tendler
Beretz Associates, Ltd. (International
consulting firm) (January 1985-Present);
Director of Biotech General Corp. (June 1994-
Present).
</TABLE>

Certain of the Company's executive officers also serve as officers and
directors of the Company's wholly-owned subsidiaries.

VOTE REQUIRED FOR APPROVAL

The four directors are required to be elected by the affirmative vote of a
plurality of the shares of Voting Stock represented, in person or by proxy, and
entitled to vote at the Annual Meeting. Votes may be cast in favor or withheld
for any or all of the appropriate nominees.

Abstentions and broker non-votes on returned proxies shall be counted as
neither for nor against a nominee, but the shares represented by such an
abstention or broker non-vote shall be considered present at the Annual Meeting
for quorum purposes.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
---
THE AFOREMENTIONED NOMINEES TO THE BOARD OF DIRECTORS.

5
<PAGE>

THE BOARD OF DIRECTORS; COMMITTEES OF THE BOARD

The Board of Directors holds regularly scheduled meetings and meets on other
occasions when required by special circumstances. In addition to meeting as a
group to review the Company's business, certain members of the Board also
devote their time and talents to one or more committees of the Board, described
herein. The EXECUTIVE COMMITTEE of the Board of Directors (members: Messrs.
Chodash, Garvey, Greene, Naula, Neff, Plotkin and Tendler) was established in
September of 1994 and exercises the authority of the Board when the Board is
not in session, subject to applicable laws and the Company's By-Laws. The AUDIT
COMMITTEE of the Board of Directors (members: Messrs. Horn, Neff and Tendler)
provides general oversight in financial reporting and the adequacy of the
Company's internal controls. The Audit Committee also recommends to the Board
of Directors the appointment of the Company's independent public accountants.
The NOMINATING COMMITTEE of the Board of Directors (members: Messrs. Chodash,
Garvey, Naula and Rodino) recommends to the Board of Directors those persons to
be appointed or nominated for election to the Board of Directors. The
COMPENSATION COMMITTEE of the Board of Directors (members: Messrs. Garvey, Neff
and Tendler) reviews the Company's executive compensation levels. See
"Executive Compensation Committee Report."

In 1994 the Board of Directors held seven meetings; the Executive Committee
of the Board of Directors held two meetings; the Audit Committee of the Board
of Directors held two meetings; the Nominating Committee of the Board of
Directors held one meeting and the Compensation Committee of the Board of
Directors held one meeting. During 1994, each director attended at least 75% of
the aggregate of (i) the total number of meetings of the Board of Directors
(held during the period for which he has been a director) and (ii) the total
number of meetings held by all committees of the Board on which he served
(during the period that he served).

REMUNERATION OF DIRECTORS

Each of the Company's directors who is not also an officer of the Company and
not receiving contractual payments from the Company receives quarterly
retainers of $5,000 plus $500 for each Board of Directors meeting attended. In
addition, each director receives $500 for each individual committee meeting
attended but not held on the same day as a Board meeting.

6
<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive Officer
of the Company and the four most highly compensated executive officers of the
Company required to be reported pursuant to the Exchange Act.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ---------------------------
RESTRICTED
NAME & PRINCIPAL STOCK ALL OTHER
POSITION YEAR SALARY BONUS AWARDS COMPENSATION
- ---------------- ---- ------------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Allen S. Greene/(1)/ 1994 $ 46,154 $ 75,000 $250,000/(2)/ $ -- (/3/)
President and
Chief Executive Officer

Fenwick H. Garvey/(4)/ 1994 231,564 352,400 0 -- /(3)/
Chairman of the 1993 200,000 387,500 0 -- /(3)/
Board 1992 207,692 430,000 0 -- /(3)/

Matthew R. Naula 1994 187,500 136,000 0 -- /(3)/
Executive Vice 1993 150,000 170,000 0 -- /(3)/
President 1992 155,769 175,000 0 -- /(3)/

Bruce M. Chodash 1994 187,500 166,000 0 -- /(3)/
Executive Vice 1993 150,000 170,000 0 -- /(3)/
President 1992 155,769 175,000 0 -- /(3)/

Ben A. Plotkin 1994 187,500 803,000 150,000/(5)/ -- /(3)/
Executive Vice 1993 150,000 332,500 50,000/(5)/ 80,000/(6)/
President 1992 124,615 320,000 62,500/(5)/ -- /(3)/
</TABLE>
- --------
/(1)/ On October 11, 1994, Allen S. Greene was appointed President and Chief
Executive Officer and a Director of the Company.

/(2)/ The following table details Mr. Greene's Restricted Stock Awards:

<TABLE>
<CAPTION>
AWARD NUMBER OF VALUE AT DATE OF
DATE SHARES GRANT DATE VESTING
----- --------- ---------- ---------
<S> <C> <C> <C>
Oct. 1994................................... 7,368 $ 50,000 Oct. 1997
Oct. 1994................................... 7,367 50,000 Oct. 1998
Oct. 1994................................... 7,367 50,000 Oct. 1999
Oct. 1994................................... 7,367 50,000 Oct. 2000
Oct. 1994................................... 7,367 50,000 Oct. 2001
------ --------
Total Grants:............................... 36,836 $250,000
</TABLE>

These awards were made pursuant to the terms of an employment agreement
between Mr. Greene and the Company. Mr. Greene was required to purchase an
equal number of shares in order to receive the Company's grants.

/(3)/ The dollar value of all other compensation paid to executive officers did
not exceed the lesser of $50,000 or 10% of the total of annual base salary
and bonus.

/(4)/ On October 11, 1994, Fenwick H. Garvey relinquished the offices of
President and Chief Executive Officer of the Company. Mr. Garvey has
continued to serve as Chairman of the Board, focusing on revenue
production and new business opportunities for the Company.

7
<PAGE>

/(5)/ The following table details Mr. Plotkin's Restricted Stock Awards:

<TABLE>
<CAPTION>
AWARD NUMBER OF VALUE AT DATE OF
DATE SHARES GRANT DATE VESTING
----- --------- ---------- ---------
<S> <C> <C> <C>
Jan. 1992* 3,982 $ 12,500 Dec. 1992
Nov. 1992 8,510 50,000 Dec. 1995
Jan. 1993 8,511 50,000 Dec. 1996
Jan. 1994 7,272 50,000 Dec. 1997
Oct. 1994 7,368 50,000 Dec. 1998
Oct. 1994 7,367 50,000 Dec. 1999
------ ---------
Total Grants: 43,010 $ 262,500
</TABLE>
*Adjusted for a five for four stock split

/(6)/ Includes contributions by the Company to its Employees' Profit Sharing
Plan of $30,000 for the benefit of Mr. Plotkin and reimbursement to Mr.
Plotkin of $50,000 for certain relocation expenses.

8
<PAGE>

EXECUTIVE COMPENSATION COMMITTEE REPORT

General. Under rules established by the Securities and Exchange Commission,
Ryan, Beck is required to provide certain data and information in regard to the
compensation and benefits provided to Ryan, Beck's Chief Executive Officer and
other executive officers of the Company. The disclosure requirements for the
Chief Executive Officer and other executive officers include the use of tables
and a report explaining the rationale and considerations that led to
fundamental executive compensation decisions affecting those individuals. In
fulfillment of this requirement, the following report has been prepared for
inclusion in this proxy statement.

Base Salaries. The Compensation Committee establishes base salaries for the
Company's executive officers at the beginning of each year upon the subjective
recommendation of the Chief Executive Officer. Salary levels are intended to
reflect responsibilities in one or more of the Company's operating units and to
be competitive with positions of similar responsibility in other comparable
investment bankers and broker dealer organizations, whether publicly owned or
privately held, some of which may be included in the Peer Group Index.
Compensation surveys by independent third parties, industry associations and
industry conference groups, as well as published proxy data for firms of
comparable size and scope, all serve as resources to the chief executive and to
this Committee in its deliberations.

Incentive Bonus Awards. The Company's bonus pools are based either upon the
Company's earnings performance for the year, or upon business unit revenue and
earnings performance. The Company's Chief Executive Officer, certain other
executive officers, as well as non-commissioned eligible employees of the
Company are paid bonuses semi-annually from a bonus pool based upon the
performance of the individual and the total results of the department and the
Company. The structure and accrual rates for the corporate and various business
unit bonus pools are reviewed annually by the Committee. Performance bonus
awards for the executive officers are initially determined by the Chief
Executive Officer and are submitted to the Committee for discussion and
approval. An executive officer's individual share of his or her respective
bonus pool is based upon the officer's duties and responsibilities, individual
performance and future potential. Many of these assessments are subjective in
nature and are made annually on a case-by-case basis.

Compensation of Chief Executive Officer. On October 11, 1994, Allen S. Greene
was appointed President and Chief Executive Officer of Ryan, Beck. Pursuant to
the terms of an employment agreement between Mr. Greene and the Company, Mr.
Greene's annual base salary was set at $200,000. Under the employment agreement
between Ryan, Beck and Mr. Greene, the base salary may not be decreased.
According to the terms of his employment agreement, Mr. Greene was entitled to
receive a discretionary bonus of not less than $50,000. Mr. Greene received a
$75,000 bonus.

In addition, the Committee provided stock-based compensation awards to Mr.
Greene pursuant to the terms of an employment agreement between Mr. Greene and
the Company. Mr. Greene received five individual grants totaling 36,836 shares
with a market value at the time of the grant of $250,000. Mr. Greene was
required to purchase an equal number of shares in order to receive the
Company's grants. All Company shares are restricted and have a vesting period
of at least three years (first grant) with a maximum vesting period of seven
years (fifth grant). In the event of Mr. Greene being involuntarily terminated
without cause, a change in control, or the liquidation of the Company, all of
the unvested shares would immediately vest. Mr. Greene is entitled to receive
all dividends with respect to such shares of restricted common stock.

Compensation Committee: Fenwick H. Garvey
Richard B. Neff
David Tendler

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee are Fenwick H. Garvey,
Chairman of the Board and former President and Chief Executive Officer, Richard
B. Neff and David Tendler.

9
<PAGE>

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on the
common stock of the Company for the last five fiscal years with the cumulative
total return of the NASDAQ National Market (the "NASDAQ Market Index") and the
Media General Peer Group (a peer group consisting of 64 investment banks and
broker dealers) over the same period (assuming the investment of $100 in each
on January 1, 1990, and the reinvestment of all dividends).

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG
RYAN, BECK & CO., INC., NASDAQ MARKET INDEX AND
MEDIA GENERAL INVESTMENT BANKERS AND
BROKER DEALERS PEER GROUP INDEX (MG INDEX)

(GRAPH APPEARS HERE)

<TABLE>
<CAPTION>
FISCAL YEAR ENDING DECEMBER 31, 1989 1990 1991 1992 1993 1994
- ------------------------------- ------ ----- ----- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
RYAN, BECK & CO., INC. 100.00 86.68 201.80 1,208.94 1,664.06 1,914.05
NASDAQ MARKET INDEX 100.00 75.95 126.30 139.70 180.08 160.98
MG INDEX 100.00 81.12 104.14 105.16 126.14 132.44
</TABLE>

AGREEMENTS WITH EMPLOYEE-DIRECTORS AND OTHER KEY EXECUTIVES

ALLEN S. GREENE. As of September 26, 1994, the Company entered into an
employment agreement with Mr. Greene. Pursuant to the agreement, Mr. Greene is
employed as President and Chief Executive Officer of the Company for a one (1)
year term, which began October 11, 1994, at an annual base salary of $200,000.
Mr. Greene is also entitled to receive a bonus at the discretion of the Company
and to receive reimbursement for ordinary and necessary expenses incurred in
the performance of his duties. The term of the agreement will be automatically
extended for successive one (1) year terms after the expiration of the initial
term provided that Mr. Greene is actively employed by the Company on the
renewal date. Pursuant to his employment agreement, and the Company's Amended
and Restated Restricted Stock Grant Plan (the "Plan"), Mr. Greene was granted
36,836 shares of Restricted Stock (as defined in the agreement) having a dollar
value of $250,000. Such Restricted Stock will vest in one-fifth increments
commencing on the third

10
<PAGE>

anniversary date of the date of the grant and ending on the seventh anniversary
date of the date of the grant, provided that Mr. Greene (i) is then employed by
the Company, (ii) has made open market purchases of an equivalent number of
shares of the Company's Common Stock and (iii) continues to own all of the
shares purchased by him. Mr. Greene purchased the requisite number of shares of
Common Stock in October 1994.

The agreement provides that either party may terminate the agreement at any
time upon thirty (30) days written notice. In the event that Mr. Greene
voluntarily terminates the agreement, the Company will have no further
obligations under the agreement except to pay Mr. Greene any accrued and unpaid
profit-sharing benefits (the "Profit-Sharing Benefits") and to continue certain
other benefits as required by applicable law or the Company's policies. In the
event that the Company terminates the agreement without Cause (as defined in
the agreement), Mr. Greene will be entitled (i) to receive severance pay equal
to $75,000, less any cash bonuses paid to Mr. Greene in the past twelve (12)
months, (ii) to payment of any and all Profit-Sharing Benefits and (iii) to the
continuation of certain other benefits as required by applicable law or the
Company's policies. In addition, all shares of Restricted Stock granted to Mr.
Greene but not yet vested shall immediately vest. If the Company terminates the
agreement for Cause (as defined in the agreement), Mr. Greene will be entitled
(i) to receive severance pay in the amount of $25,000 and (ii) to payment of
any and all Profit-Sharing Benefits. In each such instance, Mr. Greene will be
required to execute a notice of resignation, a confidentiality agreement and a
mutual release (the "Termination Documents") prior to receipt of any payment or
other benefit.

The agreement also provides that in the event Mr. Greene is Disabled (as
defined in the agreement) for less than six (6) months, the Company will
continue to pay his annual salary, less the amount of any disability benefits
paid to him (with respect only to disability policies for which the Company has
paid the premiums). The agreement will terminate if Mr. Greene is Disabled for
more than six (6) months. If Mr. Greene receives payments under such policies,
the Company's only remaining obligation will be to pay Mr. Greene a bonus
provided that bonuses are paid to other salaried officers and directors of the
Company. All shares of Restricted Stock granted to Mr. Greene which have begun
to vest but which have not fully vested shall vest on a pro rata basis, based
on the number of months which have elapsed since such vesting began. In the
event that Mr. Greene dies during the term of the agreement, the Company will
pay to his beneficiary or to his estate, a bonus of $200,000, pro rated for the
number of days in the calendar year Mr. Greene was actively employed by the
Company and provided bonuses are paid to other salaried officers and directors
of the Company.

In the event that the Board determines to liquidate the Company, the
agreement will terminate one (1) month after the date of the vote to liquidate
the Company. However, the Board may determine to extend the term of the
agreement for up to four (4) months in order for Mr. Greene to assist in the
orderly liquidation of the Company. In either event, Mr. Greene will be
entitled to receive the sum of $75,000. In addition, all shares of Restricted
Stock granted to Mr. Greene but not yet vested will immediately vest. In the
event of a Change of Control (as defined in the agreement) and (i) the Company
voluntarily terminates Mr. Greene's employment or causes a reduction in his
responsibilities, authority, compensation or other benefits (unless such
reductions are effected Company-wide) or (ii) Mr. Greene voluntarily resigns,
Mr. Greene shall be entitled to receive the sum of $200,000 and all shares of
Restricted Stock granted to Mr. Greene which have not fully vested shall
immediately vest. In each such instance, Mr. Greene will be required to execute
the Termination Documents prior to the receipt of any payment or other benefit.

FENWICK H. GARVEY. As of September 26, 1994, the Company entered into an
amended and restated employment agreement with Mr. Garvey. Pursuant to the
agreement, Mr. Garvey is employed as the Chairman of the Board and a Senior
Advisor to the Company for a three (3) year term which began on October 11,
1994, at an annual base salary of $168,750. Mr. Garvey is also entitled to
receive a bonus for calendar year 1994 (i) in an amount equal to the total
bonuses paid to him with respect to calendar year 1993, pro rated for the
number of days that Mr. Garvey was the President and Chief Executive Officer of
the Company during 1994 and (ii) for the remainder of calendar year 1994 at the
discretion of the Company. In

11
<PAGE>

each subsequent year, Mr. Garvey is entitled to receive a bonus at the
discretion of the Company. Mr. Garvey is also entitled to receive all employee
benefits (including health benefits and contributions to profit sharing plans)
offered by the Company to its employees and on the same terms, including any
required employee contributions and to reimbursement for ordinary and necessary
expenses incurred in the performance of his duties. In addition to providing
such health benefits to Mr. Garvey, and provided Mr. Garvey so elects, the
Company is obligated to provide such health benefits to his spouse and/or his
children. The Company's obligation will terminate upon the occurrence of the
earlier of (i) the death of each of Mr. Garvey and his spouse or (ii) the
employment of Mr. Garvey by another Company. The term of the agreement will be
automatically extended for successive one (1) year terms after the expiration
of the initial term provided that Mr. Garvey is actively employed by the
Company on the renewal date.

The agreement provides that either party may terminate the agreement at any
time upon thirty (30) days written notice. In the event that Mr. Garvey
voluntarily terminates the agreement, Mr. Garvey will be entitled (i) to
receive a severance payment equal to $200,000 and (ii) to payment of any
accrued and unpaid profit-sharing benefits (the "Profit-Sharing Benefits"). In
the event that the Company terminates the agreement without Cause, Mr. Garvey
will be entitled to receive the above described severance payment, Profit
Sharing Benefits and a bonus provided that bonuses are paid to other salaried
officers and directors of the Company. In the event that the Company terminates
the agreement with Cause (as defined in the agreement), Mr. Garvey will be
entitled (i) to receive a severance payment in the amount of $100,000 and (ii)
to payment of Profit-Sharing Benefits. In each instance, Mr. Garvey will be
required to execute a notice of resignation, a confidentiality agreement and a
mutual release (the "Termination Documents") prior to receipt of any payment or
other benefit.

The agreement also provides that, in the event that Mr. Garvey is Disabled
(as defined in the agreement) for less than six (6) months, the Company will
continue to pay his annual salary, less the amount of any disability benefits
paid to him (with respect only to disability policies for which the Company has
paid the premiums). The agreement will terminate if Mr. Garvey is Disabled for
more than six (6) months. If Mr. Garvey is not receiving disability income from
such policies, he will be entitled to receive salary at the rate of $100,000
per annum for the term of the agreement. At the end of the term, Mr. Garvey
will be entitled to receive a lump sum severance payment equal to $200,000. In
the event that Mr. Garvey dies during the term of the agreement, the Company
will pay to his beneficiary (i) an amount equal to $200,000, (ii) a bonus of
$200,000, pro rated for the number of days in the calendar year Mr. Garvey was
employed by the Company, less any bonuses paid during such calendar year and
provided that bonuses are paid to other salaried officers and directors of the
Company and (iii) Profit-Sharing Benefits.

BRUCE M. CHODASH. As of September 26, 1994, the Company entered into an
amended and restated employment agreement with Mr. Chodash. Pursuant to the
agreement, Mr. Chodash is employed as an Executive Vice President of the
Company for a three (3) year term, at an annual base salary of $187,500. Mr.
Chodash is also entitled to receive a bonus in the discretion of the Company
and reimbursement for ordinary and necessary expenses incurred in the
performance of his duties. The term of the agreement will be automatically
extended for successive one (1) year terms after the expiration of the initial
term provided that Mr. Chodash is actively employed by the Company on the
renewal date.

12
<PAGE>

the Company's employees. In the event that the Company terminates the
agreement, Mr. Chodash will also be entitled to receive a bonus of $150,000,
pro rated for the number of days in the calendar year Mr. Chodash was employed
by the Company, less any bonus previously paid to him during such calendar year
and provided that bonuses are paid to the salaried officers and directors of
the Company (a "Bonus"). If the Company terminates the agreement for Cause, Mr.
Chodash will be entitled (i) to receive severance pay in the amount of $75,000,
(ii) to payment of any and all Profit-Sharing benefits and (iii) to the
continuation of certain benefits as required by applicable law or the Company's
policies. In each such instance, Mr. Chodash will be required to execute a
notice of resignation, a confidentiality agreement and a mutual release (the
"Termination Documents") prior to receipt of any payment or other benefit.

The agreement also provides that in the event Mr. Chodash is Disabled (as
defined in the agreement) for less than six (6) months, the Company will
continue to pay his annual salary, less the amount of any disability benefits
paid to him (with respect only to disability policies for which the Company has
paid the premiums). The agreement will terminate if Mr. Chodash is Disabled for
more than six (6) months. In such event, and provided Mr. Chodash executes the
Termination Documents, the Company will assign any and all of its rights in any
disability policies to Mr. Chodash. If Mr. Chodash is not receiving disability
income from such policies, he will be entitled to receive salary at the rate of
$75,000 per annum for the term of the agreement. At the end of such term, Mr.
Chodash will be entitled to receive a lump sum severance payment equal to
$150,000. However, if Mr. Chodash is receiving disability income from such
policies, he will only be entitled to receive a severance payment equal to
$150,000. In addition, Mr. Chodash will be entitled to receive a bonus. In the
event that Mr. Chodash dies during the term of the agreement, the Company will
pay to his beneficiary an amount equal to $150,000 and the Bonus.

MATTHEW R. NAULA. As of September 2, 1994, the Company entered into an
amended and restated employment agreement with Mr. Naula. Pursuant to the
agreement, Mr. Naula is employed as an Executive Vice President of the Company
for a three (3) year term, at an annual base salary of $187,500. Mr. Naula is
also entitled to receive a bonus in the discretion of the Company and to
receive reimbursement for ordinary and necessary expenses incurred in the
performance of his duties. The term of the agreement will be automatically
extended for successive one (1) year terms after the expiration of the initial
term provided that Mr. Naula is actively employed by the Company on the renewal
date.

The agreement provides that either party may terminate the agreement at any
time upon thirty (30) days written notice. In the event that the Company
voluntarily terminates the agreement without Cause or Mr. Naula voluntarily
terminates the agreement, Mr. Naula will be entitled (i) to receive a severance
payment equal to $150,000, (ii) to payment of any accrued and unpaid profit-
sharing benefits (the "Profit-Sharing Benefits") and (iii) to be provided at
the Company's expense such medical benefits as are provided to the Company's
employees ("Medical Benefits"). In the event that the Company terminates the
agreement, Mr. Naula will also be entitled to receive a bonus of $150,000, pro
rated for the number of days in the calendar year Mr. Naula was employed by the
Company, less any bonus previously paid to him during such calendar year and
provided that bonuses are paid to the salaried officers and directors of the
Company (a "Bonus"). If the Company terminates the agreement for Cause, Mr.
Naula will be entitled (i) to receive severance pay in the amount of $75,000,
(ii) to payment of any and all Profit-Sharing benefits and (iii) to the
continuation of certain benefits as required by applicable law or the Company's
policies. In each such instance, Mr. Naula will be required to execute a notice
of resignation, a confidentiality agreement and a mutual release (the
"Termination Documents") prior to receipt of any payment or other benefit.

The agreement also provides that in the event Mr. Naula is Disabled (as
defined in the agreement) for less than six (6) months, the Company will
continue to pay his annual salary, less the amount of any disability

13
<PAGE>

benefits paid to him (with respect only to disability policies for which the
Company has paid the premiums). The agreement will terminate if Mr. Naula is
Disabled for more than six (6) months. In such event, and provided Mr. Naula
executes the Termination Documents, the Company will assign any and all of its
rights in any disability policies to Mr. Naula. If Mr. Naula is not receiving
disability income from such policies, he will be entitled to receive salary at
the rate of $75,000 per annum for the term of the agreement. At the end of such
term, Mr. Naula will be entitled to receive a lump sum severance payment equal
to $150,000. However, if Mr. Naula is receiving disability income from such
policies, he will only be entitled to receive a severance payment equal to
$150,000. In addition, Mr. Naula will be entitled to receive a bonus. In the
event that Mr. Naula dies during the term of the agreement, the Company will
pay to his beneficiary an amount equal to $150,000 and the Bonus.

BEN A. PLOTKIN. As of September 26, 1994, the Company entered into an amended
and restated employment agreement with Mr. Plotkin. Pursuant to the agreement,
Mr. Plotkin is employed as an Executive Vice President of the Company for a
three (3) year term, at an annual base salary of $187,500. Mr. Plotkin is also
entitled to receive a bonus in the discretion of the Company and to receive
reimbursement for ordinary and necessary expenses incurred in the performance
of his duties. The term of the agreement will be automatically extended for
successive one (1) year terms after the expiration of the initial term provided
that Mr. Plotkin is actively employed by the Company on the renewal date.

The agreement provides that either party may terminate the agreement at any
time upon thirty (30) days written notice. In the event that Mr. Plotkin
voluntarily terminates the agreement, he will be entitled (i) to payment of any
accrued and unpaid profit-sharing benefits (the "Profit Sharing Benefits") and
(ii) to the continuation of certain other benefits as required by applicable
law or the Company's policies. In the event that the Company terminates the
agreement without Cause (as defined in the agreement), Mr. Plotkin will be
entitled (i) to receive a severance payment in an amount equal to any remaining
salary which would have been paid to him if the agreement had not been so
terminated, provided, however, that such remaining salary shall be paid based
on an annual base salary of $150,000, (ii) to payment of Profit-Sharing
Benefits, (iii) to the continuation of certain other benefits as required by
applicable law or the Company's policies and (iv) to payment of a bonus
provided that bonuses are paid to other salaried officers and directors of the
Company. In addition, all shares of Restricted Stock (as defined in the
agreement) granted to Mr. Plotkin which have not yet vested shall immediately
vest. In the event that the Company terminates the agreement with Cause, Mr.
Plotkin will be entitled (i) to receive a severance payment in the amount of
$75,000, (ii) to payment of the Profit-Sharing Benefits and (iii) to the
continuation of certain other benefits as required by applicable law or the
Company's policies. Any shares of Restricted Stock granted to Mr. Plotkin which
have not vested at the time of such termination shall be forfeited. Mr. Plotkin
will be required to execute a notice of resignation, a confidentiality
agreement and a mutual release (the "Termination Documents") prior to receipt
of any payment or other benefit.

The agreement also provides that in the event that Mr. Plotkin is Disabled
(as defined in the agreement) for less than six (6) months, the Company will
continue to pay his annual salary, less the amount of any disability benefits
paid to him (with respect to disability policies for which the Company has paid
the premiums). The agreement will terminate if Mr. Plotkin is Disabled for more
than six (6) months. In such event, and provided Mr. Plotkin executes the
Termination Documents, the Company will assign any and all of its rights in any
disability policies to Mr. Plotkin. If Mr. Plotkin is not receiving disability
income from such policies, he will be entitled to receive salary at the rate of
$75,000 per annum for the remaining term of the agreement. At the end of such
term, Mr. Plotkin will be entitled to receive a lump sum severance payment
equal to $150,000. However, if Mr. Plotkin is receiving disability income from
such policies, he only will be entitled to receive a severance payment equal to
$150,000. In either case, Mr. Plotkin will be entitled to a

14
<PAGE>

bonus of $150,000, pro rated for the number of days in the calendar year Mr.
Plotkin was employed by the Company, less any bonus paid during such calendar
year and provided that bonuses are paid to other salaried officers and
directors of the Company (a "Bonus"). Any shares of Restricted Stock granted to
Mr. Plotkin which have not vested at the time of such termination shall vest on
a pro rata basis, based on the number of months which have elapsed since
vesting of such shares commenced. In the event that Mr. Plotkin dies during the
term of the agreement, the Company will pay to his beneficiary an amount equal
to $150,000 and a bonus. All shares of Restricted Stock granted to Mr. Plotkin
which have begun to vest but which have not fully vested shall immediately
vest.

In the event that the Board determines to liquidate the Company, the
agreement will terminate one (1) month after the date of the vote to liquidate
the Company. However, the Board may determine to extend the term of the
agreement to up to four (4) months in order for Mr. Plotkin to assist in the
orderly liquidation of the Company. In either event, Mr. Plotkin will be
entitled to receive the sum of $150,000. In addition, all shares of Restricted
Stock granted to Mr. Plotkin but not yet vested will immediately vest. In the
event of a Change of Control (as defined in the agreement) and (i) the Company
voluntarily terminates Mr. Plotkin's employment or causes a reduction in his
responsibilities, authority, compensation or other benefits (unless such
reductions are effected Company-wide) or (ii) Mr. Plotkin voluntarily resigns,
Mr. Plotkin shall be entitled to receive the sum of $150,000 and all shares of
Restricted Stock granted to Mr. Plotkin which have not fully vested shall
immediately vest. In each such instance, Mr. Plotkin will be required to
execute the Termination Documents prior to receipt of any payment or other
benefit.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company presently does not maintain director's and officer's liability
insurance. The Company's restated Certificate of Incorporation, as amended
("Certificate of Incorporation") authorizes the Company to enter into
agreements pursuant to which the Company would be required to indemnify and
hold harmless its directors and officers against expenses and liabilities
incurred by or imposed upon them in connection with any proceedings to which
they may be made, or threatened to be made, a party, or in which they may
become involved, by reason of their having been a director or officer, to the
same extent as they would be indemnified and held harmless under a standard
directors' and officers' liability insurance policy selection by the Board of
Directors. The Certificate of Incorporation also requires the Company to
provide its directors and executive officers with indemnification to the
fullest extent permitted by law. Such provisions have the effect of exposing
the Company to greater risk than would apply if the Company maintained
directors' and officers' liability insurance.

The Company has entered into indemnification agreements with each of its
directors and certain senior officers. These contracts confirm the indemnity
provided to such persons by the Company's Certificate of Incorporation. The
agreements provide that the directors and certain senior officers will be
indemnified to the fullest extent permitted by law against all expenses
(including attorney's fees), judgments (other than in proceedings by, or in the
right of, the Company), fines and settlement amounts, paid or incurred by them
and may have indemnification expenses advanced to them in any action or
proceeding, including any action by, or in the right of, the Company, on
account of their service as a director or officer of the Company of any
subsidiary of the Company or as a director or officer of any other entity when
they served in such capacities at the request of the Company.

15
<PAGE>

PROPOSAL II

APPROVAL OF AN AMENDMENT TO INCREASE THE DOLLAR VALUE OF SHARES ISSUABLE UNDER
THE AMENDED AND RESTATED RESTRICTED STOCK GRANT PLAN

THE PROPOSAL

At the Annual Meeting, there will be presented to the shareholders a proposal
to increase the dollar value of shares of Restricted Stock (as defined)
available for issuance under the Company's Amended and Restated Restricted
Stock Grant Plan (the "Plan") by $1,000,000. Previously, shareholders have
approved the issuance of shares of the Restricted Stock with a dollar value of
up to $1,000,000. Shareholder approval is now required because an aggregate
total of $892,000 in dollar value of Restricted Stock grants have been granted
pursuant to the Plan (including $60,000 which the Company is obligated to grant
in the future pursuant to the terms of an employment agreement with a non-
executive employee). The amendment will not alter the Plan in any other
respect. The amendment will not be effective unless and until shareholder
approval is obtained.

The Board has approved the increase in the Plan and believes that approval of
the amendment is an important factor in the Company's ability to attract and
retain qualified employees by providing appropriate incentive compensation.

VOTE REQUIRED FOR APPROVAL

The proposal to approve the amendment to the Plan requires the affirmative
vote of a majority of shares of Voting Stock present in person or represented
by proxy, and voting, at the Annual Meeting. Abstentions and broker non-votes
on returned proxies shall be counted as neither for nor against a proposal, but
the shares represented by such an abstention or broker non-vote shall be
considered present at the Annual Meeting for quorum purposes.

RESTRICTED STOCK GRANT PLAN

The following description of the Plan is qualified in its entirety by
reference to the full text of the Plan set forth as Annex A to this Proxy
Statement.

ADMINISTRATION. The Plan provides for a Committee designated by the Board of
Directors (the "Committee") to recommend to the Board of Directors certain Key
Employees (as defined) of the Company or any of its wholly-owned subsidiaries
to whom an offer to award shares of Restricted Stock may be made. In selecting
such Key Employees, and in determining the size of an award, the Committee
shall consider the position and responsibilities of such persons, the value of
their services to the Company or its subsidiaries, and such other factors as
the Committee deems pertinent.

ELIGIBILITY. Key Employees are those employees who have made significant
contributions to the success of the Company. Participants are Key Employees who
have elected to accept an award of Restricted Stock.

TERMS OF GRANTS. All awards of Restricted Stock have a designated dollar
value, are granted for no consideration and are made at such times and in such
amounts as determined by the Board of Directors. The Committee is empowered
with full discretion to set the vesting period, if any, which applies to each
grant of Restricted Stock under the Plan and may accelerate the vesting
schedule of any prior award made pursuant to the Plan if the Committee
determines that such acceleration is in the best interest of the Company. In
the event of a Change in Control (as defined in the Plan) of the Company, all
Restricted Stock will immediately vest. In the event of the death or disability
of a Participant while employed by the Company, all Restricted Stock held by
such Participant will vest on a pro rata basis. The Committee is also empowered
to impose such other terms and conditions as it deems appropriate.

RESTRICTIONS AND RIGHTS. All Restricted Stock is subject to certain
restrictions with respect to the sale or pledge of such Restricted Stock by a
Participant. Participants have the right to vote such shares of Restricted
Stock and to receive dividends with respect to such shares.

16
<PAGE>

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
---
THIS PROPOSAL.

RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Trien, Rosenberg, Felix, Rosenberg, Barr & Weinberg, independent certified
public accountants, has made an annual audit of the Company's financial
statements since 1965, including the year ended December 31, 1994. A
representative of Trien, Rosenberg, Felix, Rosenberg, Barr & Weinberg is
expected to be present at the Annual Meeting. The representative will have an
opportunity to make a statement at the Annual Meeting if the representative so
desires and will be available to respond to appropriate questions from any
shareholder.

1996 ANNUAL MEETING; NOMINATIONS

Shareholders intending to present proposals at the 1996 Annual Meeting of
Shareholders must deliver their written proposals to the Company no later than
November 27, 1995 and notify the Company of their intention to appear
personally at the 1996 Annual Meeting to present such proposals in order for
such proposals to be eligible for inclusion in the Company's proxy statement
and proxy card relating to next year's meeting. Reference is made to Rule 14a-8
of the Securities Exchange Act of 1934, as amended, for information concerning
the content and form of such proposals and the manner in which such proposals
must be made. Pursuant to the Company's By-Laws, all nominations for election
to the Board of Directors in 1996 must be submitted in writing to the Board of
Directors not later than November 27, 1995. Such nominations must be addressed
to the Secretary, Ryan, Beck & Co., Inc., 80 Main Street, West Orange, New
Jersey 07052. Nominations must be accompanied by the written consent of the
nominee. Nominations should also be accompanied by a description of the
nominee's business or professional background and otherwise contain the
information required by Schedule 14A of the Securities Exchange Act of 1934, as
amended.

OTHER MATTERS

At the time that this Proxy Statement was mailed to shareholders, management
was not aware that any matter other than those referred to in this proxy
Statement would be presented for action at the Annual Meeting. If any other
matter properly comes before the Meeting, it is intended that the shares
represented by the proxies will be voted with respect to those matters in
accordance with the best judgment of the person voting them.

By Order of the Board of Directors,

/s/ Mildred Santillo

Mildred Santillo
Secretary

March 27, 1995

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

A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1994,
INCLUDING FINANCIAL STATEMENTS, ACCOMPANIES THIS PROXY STATEMENT. THE ANNUAL
REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL OR AS A COMMUNICATION
BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.
----------------

17
<PAGE>

ANNEX A

------------------------------------------
AMENDED AND RESTATED
RYAN, BECK & CO., INC.
RESTRICTED STOCK GRANT PLAN, AS AMENDED
DATED MAY 2, 1995
------------------------------------------

SECTION I. STATEMENT OF PURPOSE

The purpose of the Plan is to promote the success of Ryan, Beck & Co., Inc.
(the "Company") by providing certain Key Employees an opportunity to share in
the ownership and growth of the Company.

SECTION II. DEFINITIONS

The following terms, when used herein, shall have the meanings indicated in
this Section unless different meanings are clearly required by the context of
the Plan.

2.1 Acceptance of Offer:

"Acceptance of offer" means the document evidencing a Participant's
acceptance of an award under the Ryan, Beck & Co., Inc. Restricted Stock Award
Plan.

2.2 Board:

"Board" means the Board of Directors of Ryan, Beck & Co., Inc.

2.3 Change in Control:

"Change in Control" is a change of such a nature that (a) any "person" (as
such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934 but not including any officers, directors, employees or employee stock
ownership or benefit plans) is or becomes a beneficial owner, directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities, or (b) the
majority of the Board of Directors is composed of Board members not supported
or nominated by the Company, or (c) the adoption of a plan of liquidation or
dissolution, as defined in New Jersey corporation law.

2.4 Committee:

"Committee" means the Committee of the Board of Directors appointed to
administer the Plan.

2.5 Company:

"Company" means Ryan, Beck & Co., Inc. and any of its wholly-owned
subsidiaries.

2.6 Effective Date:

"Effective Date" means February 1, 1991, with respect to the Plan.

2.7 Fiscal Year:

"Fiscal Year" means the annual fiscal accounting period adopted by the
Company for tax purposes.

A-1
<PAGE>

2.8 Key Employee:

"Key Employee" means any employee of the Company who has made significant
contributions to the success of the Company as determined by the Committee.

2.9 [INTENTIONALLY DELETED]

2.10 Offer:

"Offer" means the description of the number of shares of Restricted Stock
granted to a Participant subject to his Acceptance of Offer.

2.11 Participant:

"Participant" means an Employee who has accepted an Offer under Section III.

2.12 Plan:

"Plan" means the Ryan, Beck & Co. , Inc. Restricted Stock Grant Plan, as
described herein, and all subsequent amendments thereto.

2.13 Restricted Stock:

"Restricted Stock" means the Stock which is subject to the restrictions and
other conditions provided in this Plan.

2.14 Stock:

"Stock" means the Common Stock of Ryan, Beck & Co. , Inc., with a par value
of $.10 per share.

2.15 Vested Interest:

"Vested Interest" means that portion of a Participant's Restricted Stock that
the Participant is entitled to sell under the provisions set forth in the
Acceptance of offer.

SECTION III. PARTICIPATION

3.1 Eligibility:

The Committee, in its sole discretion, shall designate from time to time
those Key Employees of the Company who shall be eligible to receive Restricted
Stock awards under the Plan.

3.2 Participation:

Each eligible Key Employee shall become a Participant in the Plan upon his
execution of an Acceptance of Offer. The date on which the signed Acceptance of
Offer form is received by the Company shall be deemed the "Date of Acceptance
of Offer" as that phrase is used in the Plan. The Participant shall remain a
Participant until the date his employment with the Company is terminated or
until the date all restrictions placed on the Stock awarded to him under the
Plan have lapsed, whichever occurs first.

3.3 Section 83(b) Election:

The date of an Offer is the beginning of the 30-day period during which a
Participant can make an election under Section 83(b) of the Internal Revenue
Code with respect to the Restricted Stock grant described in such offer.

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<PAGE>

SECTION IV. ALLOCATION OF AWARDS

4.1 Authorized shares of Stock:

There shall be reserved for issue upon the exercise of offers granted under
the Plan shares of Common Stock with a value of up to $2,000,000, as of the
date of Offer. Such shares may be (i) authorized but unissued shares or (ii)
shares previously issued and presently outstanding. The dollar value of shares
available for the grant of Offers under the Plan shall be reduced by the dollar
value of shares issued upon the acceptance of any Offer granted under this
Plan. If any shares offered under this Plan shall subsequently be forfeited,
the dollar value (as of the date of Offer) of such shares shall again be
available under this Plan.

SECTION V. TERMS OF STOCK OFFERS

5.1 In General:

Beginning on the Effective Date and terminating ten (10) years thereafter,
the Committee shall have the power to make an Offer of an award of Restricted
Stock to Key Employees. Each offer made under the Plan shall be evidenced by an
Acceptance of Offer executed by the Participant to whom the Offer is made and
shall be subject to the terms and conditions set forth in the Plan and such
other terms and conditions that are not inconsistent therewith, as the
Committee may deem appropriate. All shares awarded pursuant to an Offer shall
consist of Restricted Stock.

5.2 Restriction on Stock:

Each share of Restricted Stock shall be subject to the following
restrictions:

(a) Restricted Stock may be acquired by a Participant only if the
Participant furnishes the Committee with an executed Acceptance of Offer
which provides that the Participant is acquiring the Restricted Stock for
investment for his own account and not with a view to resell or otherwise
transfer such shares.

(b) A Participant shall not have a Vested Interest in his Restricted
Stock until he has remained employed with the Company, on a full-time
basis, until the date determined by the Committee and contained in the
offer. If the Offer fails to designate a vesting date, such Restricted
Stock shall vest three (3) years from the date of receipt by the Company of
the Participant's Acceptance of offer, provided the Employee's full-time
employment with the Company does not terminate prior to the vesting date.
Notwithstanding the foregoing, a Participant shall vest in his award of
Restricted Stock at such accelerated time and to such extent as may be
determined by the Committee, in its sole discretion. In the event of a
Change in Control of the Company, a Participant shall vest in his award of
Restricted Stock.

(d) A Participant shall have the right to vote shares of Restricted
Stock, and to receive dividends or other distributions paid or made with
respect to such shares.

5.3 Registration and Inscription of Certificates:

The Stock Certificates representing shares of Restricted Stock shall be
registered in the name of the Participant who has received the Restricted Stock
and shall bear the following inscription, in addition to such other legends as
the counsel to the Company may deem appropriate:

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<PAGE>

RESTRICTED STOCK

The shares represented by this Stock Certificate are subject to the
restrictions and other conditions contained in the Ryan, Beck & Co., Inc.
Restricted Stock Award Plan and the Acceptance of Offer executed in receiving
said shares, including restrictions on the sale, encumbrance or transfer of
these shares.

5.4 Offer Price:

Participants shall not be required or permitted to make payment for
Restricted Stock granted under this Plan.

5.5 Delivery of Restricted Stock:

Upon the award of the shares, the Company shall deliver to each Participant
Stock Certificates representing the number of shares of Restricted Stock that
have been granted to such Participant as soon as practicable after receipt of
the Acceptance of Offer.

5.6 Sale of Restricted Stock by Participant:

No sale, transfer or other disposition of Restricted Stock received under
this Plan may be made by a Participant except as follow:

(a) Non-Vested Interest: A Participant has no rights in, and cannot sell,
any Restricted Stock in which the Participant has not yet acquired a Vested
Interest.

(b) Sale of Vested Interest: A Participant (or his representative) can
sell Stock in which he has acquired a Vested Interest under the Plan only
if such sale does not violate any state or federal securities laws.

(c) Sale at Disability or Death: A Participant who becomes disabled (as
that term is used under the Social Security Act) or dies while in the
service of the company shall have a vested interest in the proportion of
Restricted Stock that has been transferred to the Participant as of his
disability or death, with the vested proportion equal to a fraction, the
numerator of which is the number of months elapsed since Plan participation
commenced and the denominator of which is the number of whole months from
the date of Offer through the date on which vesting would otherwise have
occurred.

5.7 Forfeiture:

If any Participant's full-time employment with the Company terminates for any
reason other than disability or death, the Participant shall forfeit, at such
time, all of his non-vested Restricted Stock, or if employment terminates by
reason of disability or death, the Participant shall forfeit, at such time, his
Restricted Stock which does not vest pursuant to Section 5.6.

SECTION VI. ADMINISTRATION

6.1 Designation of Committee Members:

The Plan shall be administered by a Committee consisting of one or more
members of the Board. The Committee members shall be appointed and shall be
removable, with or without cause, at any time by the Board. In the event of
removal, resignation, death or retirement of any Committee member, the Board
shall, at its discretion, appoint a successor. A Committee member may not be a
Participant in the Plan. A Committee member may be appointed to succeed
himself.

6.2 Authority of Committee:

The committee shall have sole discretion in the administration of the Plan
and all its provisions.

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<PAGE>

6.3 Indemnification of Committee:

The Committee members shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Offer thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his duties, provided that within 60 days after the institution of any such
action, suit or proceeding a Committee member shall offer in writing to the
Company the opportunity, at its own expense, to handle and defend same.

SECTION VII. MISCELLANEOUS

7.1 Amendment or Termination of Plan:

The Plan may be amended or terminated in whole or in part by the Committee in
its sole discretion, but no such action shall increase (without Shareholder
approval) the number of shares subject to offer hereunder, other than increases
pursuant to Paragraph 7.4 hereof. The amendment or modification shall not,
without the consent of the affected Participant, adversely affect or alter any
right or obligation existing prior to such amendment or termination.

7.2 Assignability

No Participant shall have the right to pledge, assign, transfer or otherwise
dispose of any Restricted Stock prior to vesting.

7.3 Compliance With Registration and Stock Exchange Rules:

(a) Authority: The committee shall have authority to cause the Company,
at its expense, to take any action related to the Plan that may be required
to comply with the provisions of the Securities Act of 1933, the Securities
Exchange Act of 1934, the rules and regulations of the Securities and
Exchange Commission, applicable state laws, and the rules of any securities
exchange upon which the Company's Stock may be listed.

(b) Condition for Issue: Each Offer made under this Plan is subject to
the condition that, if at any time, the Board or the Committee shall, in
its sole discretion determine that the listing, registration or
qualification of the shares covered by such offer upon any securities
exchange or quotation system or any state or federal law is necessary or
desirable as a condition of or in connection with the making of such Offer
or the acceptance of shares thereunder, the delivery of any or all shares
of Stock pursuant to exercise of the offer may be withheld unless and until
such listing, registration or qualification shall have been effected.

7.4 Effect of Change in Stock Subject to the Plan:

In the event of a capital adjustment resulting from a stock dividend, stock
split, reorganization, merger, consolidation, or a combination or exchange of
shares, the number of shares of Stock subject to this Plan (including issued
shares, vested shares, shares awarded but not yet vested, or shares held in
reserve) shall be adjusted consistent with such capital adjustment. The making
of an offer pursuant to this Plan shall not affect in any way the right or
power of the Company to make adjustments, reorganization, reclassifications or
changes of its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or part of its business or assets.

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<PAGE>

7.5 Expenses:

Except as otherwise provided under the provisions of the Plan, all costs and
expenses in connection with the administration of the Plan shall be paid by the
Company.

7.6 Gender:

The masculine pronoun wherever used includes the feminine pronoun and the
singular shall include the plural and visa versa.

7.7. Governing Law:

The Plan shall be construed, administered and enforced according to the laws
of the State of New Jersey.

7.8 Liability of Company:

The liability of the Company under this Plan and in any award of Restricted
Stock made pursuant to this Plan is limited to the obligations set forth with
respect to such sale and nothing herein contained shall be interpreted as
imposing any liability on the Company in favor of a purchaser of Restricted
Stock with respect to any loss, cost or expense that such purchaser may incur
in connection with or arising out of any transaction involving the Restricted
Stock that is subject to the provisions of this Plan.

7.9 Merger:

In the event of merger of the Company into another company, any Offers not
yet accepted as of the date of the merger shall be provided for in accordance
with the terms of the merger agreement.

7.10 Modification, Extension and Renewal of Offers:

Subject to the terms and conditions and within the limitations of the Plan,
the Committee may modify the vesting schedule of outstanding Restricted Stock.
Notwithstanding the foregoing, however, no modification of an offer shall,
without the consent of the Participant, alter or impair any rights or
obligations under any Accepted Offer theretofore made under the Plan.

7.11 No Guarantee of Employment:

Nothing in this Plan shall be construed as giving any employee of the Company
an agreement or understanding, express or implied, that the Company shall
continue to employ any individual, whether or not a Participant in the Plan.

7.12 No Obligation to Exercise Offer:

The making of an Offer shall impose no obligation upon the Participant to
accept such Offer.

7.13 Notices:

Any notices provided for under this Plan shall be in writing and sent by
certified mail. Notices to the Company shall be addressed to the address of the
Company's principal office, Attention: Restricted Stock Grant Plan Committee.
Notices sent to Key Employees, Participants and other holders of Restricted
Stock shall be sufficiently made if sent by certified mail addressed to such
person at the Participant's address as it appears in the regular records of the
Company.

7.14 Payment of Taxes:

Upon a Participant filing a Section 83(b) election, upon a vesting event or
upon any event which subjects the Company to a withholding obligation in order
to obtain an employer deduction under Internal Revenue

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<PAGE>

Code Section 83 and the regulations promulgated thereunder (a "Withholding
Event"), the company shall have the right to require the Participant to remit
to the Company in cash an amount sufficient to satisfy all federal, state, city
or other withholding taxes as shall be required pursuant to any statute or
governmental regulation or ruling, in connection with such vesting or election.

7.15. Section Headings:

The headings of this Plan have been inserted for convenience of reference
only and are to be ignored in any construction of the provisions hereof.

7.16 Legality:

In the event any provision of this Plan shall be considered illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan, but shall be fully severable, and the Plan
shall be construed and enforced as if said illegal or invalid provisions had
never been inserted therein.

7.17 Shareholder Rights Of Participant:

Except as otherwise provided in this Plan, the Offer, and the Acceptance of
Offer, a Participant shall have no rights as a shareholder of Ryan, Beck & Co.,
Inc. with respect to the shares of Restricted Stock registered in the
Participant's name.

7.18 Non-Uniform Determination:

The Committee's determinations under this Plan need not be uniform and may be
made selectively among Key Employees and Participants, whether or not persons
are similarly situated.

7.19 Effect on Other Plans:

Participation in this Plan shall not affect an employee's eligibility to
participate in any other benefit or incentive plan of the Company. Any awards
made pursuant to this Plan shall not be used in determining the benefits
provided under any other Plan of the Company unless specifically provided.

SECTION VIII. EXECUTION OF PLAN

Ryan, Beck & Co., Inc. adopted the Ryan, Beck & Co., Inc. Amended and
Restated Restricted Stock Award Plan as of the 16th day of July, 1993. This
Amended and Restated Restricted Stock Award Plan is hereby amended as of the
2nd day of May, 1995, subject to shareholder approval.

IN WITNESS WHEREOF, the Company has hereunder caused its name to be signed by
its duly authorized officers as of the second day of May, 1995.

Ryan, Beck & Co., Inc.

By: _________________________________
Allen S. Greene,President and
Chief Executive Officer

By: _________________________________
Mildred Santillo, Secretary

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<PAGE>

RYAN, BECK & CO., INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS MAY 2, 1995

The undersigned shareholder of Ryan, Beck & Co., Inc. hereby appoints Mildred
Santillo and Lisa Willey, and each of them, agents and proxies with full power
of substitution in each of them, to vote for and on behalf of the undersigned at
the Annual Meeting of Shareholders of the Company to be held on May 2, 1995 and
at any adjournment thereof, upon matters properly coming before the meeting, as
set forth in the related Notice of Meeting and Proxy Statement. Without
otherwise limiting the general authorization given hereby, said agents and
proxies are instructed to vote as follows:

UNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS
PROXY WILL BE VOTED FOR ALL OF THE BOARD'S NOMINEES AND FOR THE PROPOSAL TO
--- ---
AMEND THE COMPANY'S AMENDED AND RESTATED RESTRICTED STOCK GRANT. THIS PROXY ALSO
DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

(Continued and to be dated and signed on other side)
<PAGE>

[X] Please mark you
votes as in this
example.

WITHHOLD
FOR All nominees listed AUTHORITY to vote
at right (except as written all nominees
to the contrary below) listed at right

1. Election of [_] [_]
the Board's
nominees for
Directors

Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name in
the space provided below.

(the Board of Directors recommends a vote "FOR")

Nominees: Bruce M. Chodash
Allen S. Greene
Richard B. Neff
Peter W. Rodino, Jr.

FOR AGAINST ABSTAIN
2. To consider and vote upon a proposal [_] [_] [_]
to amend the Company's Amended and
Restated Restricted Stock Grant Plan.

3. Upon such other matters as may properly come before the meeting and/or
any adjournment: thereof, as they in their discretion may determine.
The Board of Directors is not aware of any such matters.

Do you intend to attend the meeting? yes [_] no [_]

The undersigned hereby revokes all previous proxies for the Annual Meeting and
acknowledges receipt of the Notice of Annual Meeting and Proxy Statement of
Ryan, Beck & Co., Inc.

SIGNATURE(S)____________________________________ DATE __________________________
Note: Please sign this proxy and return it promptly whether or not you expect to
attend the meeting you may nevertheless vote in person if you attend. Please
sign exactly as your name appears hereon. Give full title if an Attorney,
Executor, Administrator, Trustee, Guardian, etc. For an account in the name of
two or more persons, who should sign or if one signs, he should attach such
evidence of his authority.