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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 22, 1997
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Ryan, Beck & Co., Inc.
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(Exact name of registrant as specified in charter)
New Jersey 0-14684 22-1773796
_____________________ __________________ _____________________
(State or Other Juris- (Commission File Number) (IRS Employer Identi-
diction of Incorporation) fication No.)
220 South Orange Avenue, Livingston, NJ 07039 07039
_______________________________________________ ____________
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 973-597-6000
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80 Main Street, West Orange, New Jersey 07052
__________________________________________________________________
(Former name or former address, if changed since last report.)
____________________________________
Exhibit Index appears on Page 4 hereof.
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Item 5. OTHER EVENTS.
On September 11, 1997, Ryan, Beck & Co., Inc. ("Ryan, Beck") completed
the redemption of the Ryan, Beck Voting Cumulative Convertible Preferred
Stock, Series A (the "Series A Preferred Stock"). Pursuant to Section 3E
of the Certificate of Amendment to its Restated Certificate of
Incorporation, Ryan, Beck redeemed all outstanding shares of Series A
Preferred Stock at a redemption price per share of $6.75 plus any accrued
but unpaid dividends on the Series A Preferred Stock. The Company has
filed with the Securities and Exchange Commission Form 15: Certification
and Notice of Termination of Registration under Section 12(g) of the
Securities Exchange Act of 1934 with respect to the Series A Preferred
Stock.
A copy of the Notice of Redemption of the Series A Preferred Stock is
attached hereto as Exhibit 4.1 and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RYAN, BECK & CO., INC.
(Registrant)
Date: September 30, 1997 By: /s/ Leonard J. Stanley
_________________________
Name: Leonard J. Stanley
Title: Senior Vice President, Chief
Financial Officer and
Administrative Officer
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EXHIBIT INDEX
NO.
4.1 Notice of Redemption to Holders of Cumulative Convertible Preferred Stock,
Series A of Ryan, Beck & Co., Inc.
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EXHIBIT 4.1
NOTICE OF REDEMPTION TO HOLDERS OF VOTING CUMULATIVE
CONVERTIBLE PREFERRED STOCK, SERIES A OF RYAN, BECK & CO., INC.
This notice is being delivered on August 22, 1997 to all holders of the
Voting Cumulative Convertible Preferred Stock, Series A (the "SERIES A PREFERRED
SHARES") of Ryan, Beck & Co., Inc. (the Company") pursuant to Section 3E of the
Certificate of Amendment to the Restated Certificate of Incorporation of the
Company (the "CERTIFICATE OF AMENDMENT"). Capitalized terms contained in this
notice shall have the same meaning ascribed to such terms in the Certificate of
Amendment.
Section 3E of the Certificate of Amendment provides that, upon twenty days
written notice, the Company may redeem all, but not less than all, of the
Series A Preferred Shares at any time after the third anniversary of the
issuance of the first Series A Preferred Shares (the "ANNIVERSARY DATE") at a
price equal to the Purchase Price paid by the Company for shares of Common Stock
in the Company's Offer to Purchase dated March 11, 1994, plus any accrued but
unpaid Preferred Cash Stock Dividends (the "REDEMPTION PRICE"). The Anniversary
Date was April 7, 1997. Accordingly, the Company has determined to redeem all
of the Series A Preferred Shares on September 11, 1997 (twenty days from the
date hereof, the "REDEMPTION DATE") at a Redemption Price of $6.75 plus any
accrued but unpaid Preferred Cash Stock Dividends, per Series A Preferred Share.
To receive payment of the Redemption Price per Series A Preferred Share,
certificates representing such Series A Preferred Shares should be delivered to
American Stock Transfer (the "REDEMPTION AGENT") on or after August 23, 1997.
Delivery of certificates should be made to the Redemption Agent by mail at
the following address:
American Stock Transfer & Trust Co.
6201 15th Avenue
Brooklyn, New York 11219
From and after the Redemption Date, the redemption of the Series A
Preferred Stock will be deemed to have been fully effected and all rights as
shareholders of the Company of holders of Series A Preferred Shares will cease
and terminate, except the right of the holders to receive the Redemption Price
of $6.75 plus any accrued but unpaid Preferred Cash Stock Dividends, per
Series A Preferred Share.
In the case of certain non-corporate U.S. shareholders, the Redemption
Price may be subject to a "back-up" withholding tax of 31% unless such holder of
Series A Preferred Shares complies with certain certification procedures or is
an exempt recipient under applicable provisions of the Internal Revenue Code of
1986, as amended. Any amounts so withheld will be refunded (or allowed as a
credit against such holder's U.S. federal income tax liability, if any),
provided the required information is furnished to the Internal Revenue Service.
For further information regarding the redemption of the Series A Preferred
Shares, contact Linda Scorsone at the Company, telephone number (201) 325-3000.
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