213040F\5600GA12.13D CUSIP No. 78348310
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of
1934 (Amendment No. 13)
Ryan, Beck & Co., Inc.
(Name of Issuer)
Common Stock, par value $.10 per
share (Title of Class of
Securities)
78348310
(CUSIP Number)
Fenwick H. Garvey
80 Main Street
West Orange, NJ
(201) 325-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30,1995
(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
Fenwick H. Garvey
###-##-#### (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 725,261(1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 157,430(1)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
725,261(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.75%
14 TYPE OF REPORTING PERSON*
IN
(1) Pursuant to Rule 13d-3, includes 100,000 shares
of
Common Stock issuable upon conversion of
Voting Cumulative Convertible Preferred Stock, Series
A.
Item 1. Security and Issuer.
This statement ("Statement") constitutes Amendment
No. 13 to 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"), which may be deemed to be beneficially owned by
Fenwick H. Garvey. 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 Fenwick H.
Garvey ("Mr. Garvey" or the "Reporting Person").
Set forth below is certain information relating to
Mr. Garvey.
(a) Name: Fenwick H. Garvey.
(b) Business Address: 80 Main Street,
West Orange, New Jersey 07052.
(c) Mr. Garvey's present
principal occupation is Chairman of the
Board 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. Garvey is a citizen of the
United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
The shares of Common Stock (including the shares
of Common Stock issuable upon conversion of the Issuer's
Voting Cumulative Convertible Preferred Stock, Series A (the
"Series A Preferred Shares")) which are the subject of this
Statement were acquired by the Reporting Person and the
other parties to the Stock Pooling Agreement (as hereinafter
defined) in a series of private transactions using personal
funds.
Item 4. Purpose of Transaction.
On February 28, 1995, the Reporting Person sold
30,880 shares of Common Stock in a market transaction at a
price of $6.95 per share for an aggregate total of $214,616.
On May 30, 1995, the Reporting Person sold 30,900 shares of
Common Stock in a market transaction at a price of $6.48
per share for an aggregate total of $200,232.
On or about March 15, 1994, Mr. Garvey entered into
an Amended and Restated Stock Pooling Agreement (the "Stock
Pooling Agreement") with Bruce M. Chodash and Matthew R.
Naula, each a shareholder/director/executive officer of
the Issuer (collectively, the "Signatories") relating
to all shares of Common Stock and Series A Preferred
Shares then owned or subsequently acquired by the
Signatories. Pursuant to the Stock Pooling Agreement, Mr.
Garvey had the right to vote all of shares of Common Stock and
Series A Preferred Shares 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 in 1999, unless
(i) Mr. Garvey ceased to be the Chief Executive Officer of the
Issuer in which case Mr. Garvey, as Voting Trustee under the
Stock Pooling 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 Stock
Pooling Agreement and/or (ii) the Series A Preferred Shares
were granted special voting rights pursuant to the
Certificate of Amendment to the Restated Certificate of
Incorporation, in which case each party to the Stock
Pooling Agreement would have the sole and exclusive right to
vote the Series A Preferred Shares. (A copy of the Stock
Pooling Stock Pooling Agreement was attached as Exhibit 4
to Amendment
No. 9 to the Statement on Schedule 13D filed by the
Reporting Person on or about May 21, 1994 and incorporated
by reference herein).
Effective October 11, 1994, Mr. Garvey relinquished
the offices of President and Chief Executive Officer of the
Issuer. Mr. Garvey continues to serve as Chairman of the Board
focusing on revenue production and new business pportunities
for the Issuer. As described above, as a result of
Mr. Garvey's relinquishment of the office of Chief
Executive Officer, Mr. Garvey is required to vote the shares
reported herein and subject to the Stock Pooling Agreement in
accordance with the wishes of the holder or holders of a
majority of such shares.
The Reporting Person in the future may purchase
additional shares of Common Stock and/or Series A
Preferred Shares and/or may sell shares of Common Stock
or Series A Preferred Shares in the open market, in
privately-negotiated transactions, or otherwise. Whether
the Reporting Person purchases and/or sells shares of Common
Stock or any Series A Preferred Shares 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
and Series A Preferred Shares 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.
Independent of the ownership of the shares of
Common Stock and Series A Preferred Shares reported herein, by
virtue of his present position as Chairman of the Board,
the Reporting Person is in a position to influence the
Issuer's affairs. While, as Chairman of the Board of the
Issuer, the Reporting Person may, from time to time,
assess and analyze possible corporate transactions for
the benefit of the Issuer, the Reporting Person in his
capacity as a stockholder, does not have any present plans
or proposals, based upon his beneficial ownership of
shares of Common Stock or Series A Preferred Shares 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; (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 Reporting Person's present position
as Chairman of the Board of the Issuer, the Reporting Person
is limited in his ability to buy and sell shares of Common Stock
and Series A Preferred Shares due to certain constraints
imposed by 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 and Series A Preferred Shares
reported herein, the existence of the Stock Pooling
Agreement, and/or further purchases of Common Stock by the
Reporting Person, if any, 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
shares of Common Stock by the Reporting Person reported herein,
pursuant to Rule 13d-3(d) under the Exchange Act, Mr. Garvey may
be deemed to directly own 157,430 shares of Common Stock (of
which 100,000 are issuable upon conversion of the Series A
Preferred Shares held by Mr. Garvey). Such shares constitute
approximately 4.94% 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 (the "Form 10QSB") and 4.34% of the
shares of the Issuer's capital stock (based upon 3,088,149
shares of Common Stock as reported on the Form 10-KSB and
437,080 shares of Series A Preferred Shares issued and
outstanding as reported by the Issuer on Form 10-QSB entitled
to vote as a class upon all matters submitted for a vote to the
shareholders of the Company. Mr. Garvey may also be deemed
to indirectly own an aggregate of 567,831 shares of Common Stock
which are directly owned by the signatories to the Amended
and Restated Stock Pooling Agreement.
In the aggregate, as of the date hereof, Mr. Garvey
may be deemed to beneficially own, directly or indirectly,
725,261 shares as reported herein, which shares constitute
approximately 22.75% of the outstanding shares of Common
Stock (based upon 3,088,149 shares of Common Stock
outstanding as reported on the Form 10-QSB) and 20.0% of
the shares of the Issuer's capital stock (based upon
3,088,149 shares of Common Stock and 437,080 shares of
Series A Preferred Shares outstanding as reported on the Form
10-QSB) entitled to vote as a class upon all matters
submitted for a vote to the shareholders of the Company. Of
such 725,261 shares, Mr. Garvey has sole dispositive power
as to 157,430 of such shares (including 100,000 shares of
Common Stock issuable upon conversion of the Series A
Preferred Shares held by him) and shared voting power as to
all 725,261 shares of Common Stock.
All shares of Common Stock reported herein as directly
or indirectly beneficially owned by Mr. Garvey, (including
the 100,000 shares of Common Stock issuable upon conversion
of the Series A Preferred Shares) and as to which he has
shared voting and sole dispositive power are subject to
the Stock Pooling Agreement.
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 with respect to the
authority of Mr. Garvey, pursuant to the Stock Pooling
Agreement, to vote all shares subject to the Stock Pooling
Agreement in connection with the election of directors, 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 arrangements, 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
Fenwick H. Garvey
SCHEDULE A
to Amendment No. 13 to
Statement on Schedule 13D,
dated July __, 1995
Transactions in the Issuer's Common
Stock effected during the 60 day
period prior
to May 30, 1994
TABLE FORMAT
No. of Shares of Com
Date of mon Stock Price Per Share
Transaction Sold
May 30, 1995 30,900 $6.48
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, Fenwick H. Garvey, 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)
