213040F\5600NA5.13D
CUSIP No. 78348310 13D Page 3 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Ryan, Beck & Co., Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
78348310
(CUSIP Number)
Matthew R. Naula
80 Main Street
West Orange, NJ
(201) 325-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 8, 1995
(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 x.
Check the following box if a fee is being paid with the statement
x. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent of less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew R. Naula
###-##-#### (Social Security Number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 140,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
140,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.53%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
This statement ("Statement") constitutes Amendment No.
5 on Schedule 13D, dated November 23, 1990, relating to the
Common Stock, $.10 par value per share (the "Common Stock"), of
Ryan Beck & Co., Inc., a corporation organized and existing under
the laws of the State of New Jersey (the "Issuer"), beneficially
owned by Matthew R. Naula. The Issuer is a financial services
company and a National Association of Securities Dealers member
broker-dealer. The address of the Issuer's principal executive
offices is 80 Main Street, West Orange, New Jersey 07052.
Item 2. Identity and Background
The person filing this Statement is Matthew R. Naula
("Mr. Naula" or the "Reporting Person").
Set forth below is certain information relating to Mr.
Naula.
(a) Name: Matthew R. Naula.
(b) Business Address: 80 Main Street, West
Orange, New Jersey 07052.
(c) Mr. Naula's present principal occupation
is Executive Vice President and Director of the
Issuer.
(d)-(e) During the past five years, the Reporting
Person has not been convicted in any criminal
proceeding nor been a party to any civil
proceeding of a judicial or administrative body
of competent jurisdiction as a result of which
he, 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 or finding any
violation with respect to such laws.
(f) Mr. Naula is a citizen of the United
States of America.
Item 3. Source and Amount of Funds and Other Consideration.
The shares of Common Stock which are the subject of this
Statement were acquired by the Reporting Person in a series of
private transactions using personal funds.
Item 4. Purpose of Transaction.
On March 7, 1995, Mr. Naula sold 30,000 shares of Common
Stock at a price of $6.75 per share for an aggregate total of
$202,500. On June 8, 1995, Mr. Naula sold 200,000 shares of
Common Stock in two separate transactions at a price of $6.375
per share and 30,000 shares of Common Stock at a price of $6.46
per share for an aggregate total of $1,468,800. Such
transactions were consummated for the purpose of restructuring
Mr. Naula's investment portfolio.
On or about March 15, 1994, Mr. Naula entered into an
Amended and Restated Stock Pooling Agreement (the "Agreement")
with Bruce M. Chodash and Fenwick H. Garvey, each a
shareholder/director/ executive officer of the Issuer
(collectively, the "Signatories") relating to all shares of
Common Stock and the Company's Voting Cumulative Convertible
Preferred Stock, Series A (the "Series A Preferred Shares") then
owned or subsequently acquired by the Signatories. The Agreement
provides, in pertinent part, that Mr. Garvey would have the right
to vote all shares of Common Stock and Series A Preferred Stock
beneficially owned by the Signatories solely in connection with
the election of directors from the date of such Agreement through
the annual meeting of the Issuer's shareholders to be held in
fiscal year 1999, unless Mr. Garvey ceased to be the Chief
Executive Officer of the Issuer. In such case Mr. Garvey, as
Voting Trustee under the Agreement, would be required vote the
subject shares in accordance with the wishes of the holder or
holders of a majority of the shares held pursuant to the
Agreement.
Effective October 11, 1994, Mr. Garvey, relinquished the
offices of President and Chief Executive Officer of the Issuer.
As a result, Mr. Garvey is required to vote the shares reported
herein and subject to the Agreement in accordance with the wishes
of the holder or holders of a majority of such shares.
On October 11, 1994, Mr. Naula directly owned 420,700
shares of Common Stock, which together with the shares of Common
Stock and/or Series A Preferred Stock held by Mr. Garvey or Mr.
Chodash constituted a majority of the shares subject to the
Agreement. As a result of (i) the transactions reported herein,
(ii) the sale by Mr. Naula of 10,700 shares of Common Stock on
November 28, 1994 and 10,000 shares of Common Stock on December
8, 1994 and (ii) the transactions reported on Amendment No. 13 to
Schedule 13D filed by Mr. Garvey concurrently herewith, Mr.
Chodash now holds a majority of the shares subject to the
Agreement. Mr. Naula cannot direct the voting of the shares
subject to the Agreement and, therefore, can no longer be deemed
to have shared voting power with respect to the shares subject to
the Agreement or to beneficially own the shares subject to the
Agreement (other than the 140,000 shares owned directly by Mr.
Naula).
In the future, the Reporting Person in the future may
purchase additional shares of Common Stock and/or may sell shares
of Common Stock in the open market, in privately-negotiated
transactions, or otherwise. Whether the Reporting Person
purchases and/or sells shares of Common Stock in the future, and
the amount and timing of any such purchases and/or sales, if any,
will depend on the Reporting Person's continuing assessment of
pertinent factors, including, without limitation, the following:
regulatory, legal and other considerations; the availability of
shares of Common Stock for purchase at particular price levels;
the Issuer's business; other business and investment
opportunities available to the Reporting Person; economic
conditions; stock market and money market conditions; the
availability and cost of financing; and, other plans and
requirements of the Reporting Person.
The Reporting Person, in his capacity as a stockholder,
does not have any present plans or proposals, based upon the
ownership of shares of Common Stock reported herein or otherwise,
which relate to, or would result in: (a) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer; (b) a sale or transfer of a
material amount of the assets of the Issuer or its subsidiaries;
(c) any change in the present board of directors or management of
the Issuer; (d) any material change in the present capitalization
or dividend policy of the Issuer; (e) any other material changes
in the Issuer's corporate structure or business; (f) any changes
in the Issuer's charter, bylaws, or instruments corresponding
thereto or other actions which might impede the acquisition of
control of the Issuer by any person; (g) a class of securities of
the Issuer ceasing to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities
association; (h) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or (i) any action similar to any of those enumerated above.
Based upon the present position of the Reporting Person
as Executive Vice President and a Director of the Issuer, the
Reporting Person is limited in his ability to buy and sell shares
of Common Stock due to certain constraints which result from the
provisions of the Exchange Act concerning such issues as insider
trading and "short-swing profit" recapture. Notwithstanding
anything else contained herein to the contrary, the ownership of
the shares of Common Stock by the Reporting Person reported
herein and the existence of the Agreement could have the effect
of 1) perpetuating present management of the Issuer; and 2)
inhibiting business combinations attempted without the prior
approval of the Issuer's board of directors, unsolicited
takeovers and/or changes in control of the Issuer.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, and as a result of the sale of the
shares of Common Stock reported herein, pursuant to Rule 13d-3(d)
under the Exchange Act, Mr. Naula may be deemed to directly own
140,000 shares of Common Stock. Such shares constitute
approximately 4.53% of the Issuer's outstanding shares of Common
Stock, as calculated pursuant to Rule 13d-3 (based upon 3,088,149
shares of Common Stock outstanding as reported by the Issuer on
its Annual Report on Form 10-QSB for the quarter ended March 31,
1995) entitled to vote as a class upon all matters submitted for
a vote to the shareholders of the Company.
All shares of Common Stock reported herein as directly
beneficially owned by Mr. Naula are subject to the Agreement.
Mr. Naula has sole dispositive power as to all such shares of
Common Stock and shared voting power as to none of such shares.
The transactions of the Reporting Person in the Common
Stock during the past sixty (60) days are reported on Schedule A
attached hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Issuer.
Except as described above in Item 4 of this Statement
with respect to the authority of Mr. Garvey, pursuant to the
Agreement, to vote all shares subject to the Agreement in
connection with the election of directors in accordance with the
wishes of the holder of the majority of such shares, no other
contracts, arrangements, understandings or relationships (legal
or otherwise) exist among the Reporting Person and any other
person with respect to any securities of the Issuer, including,
but not limited to, the transfer or voting of any of such
securities, finders' fees, joint ventures, loan or option arrange
ments, puts or calls, guarantees of profits, division or profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
Schedule 13D is true, complete and correct.
DATE: July __, 1995
Matthew R. Naula
SCHEDULE A
to Amendment No. 5 to
Statement on Schedule 13D,
dated July __, 1995
Transactions in the Issuer's Common Stock
effected during the 60 day period prior
to June 8, 1995
TABLE FORMAT
No. of Shares of Com
Date of mon Stock Price Per Share
Transaction Sold
June 8, 1995 200,000 $6.375
30,000 $6.46
STATE OF :
: SS
COUNTY OF :
On this ____ day of ______, 1995, personally appeared
before me, a Notary Public in and for the state and county
aforesaid, Matthew R. Naula, known to me to be the person whose
name is subscribed to the within instrument and who affirmed and
swore before me under oath that he executed the same for the
purposes therein indicated.
Notary Public
My Commission Expires:
(Notarial Seal)
