<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
M. H. MEYERSON & CO., INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
55301Q 102
(CUSIP Number)
Mr. Martin H. Meyerson
c/o M. H. MEYERSON & CO., INC.
Newport Office Tower
525 Washington Boulevard
Jersey City, New Jersey 07303
(201) 459-9500
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications)
October 26, 1999
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box /__/.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 55301Q 102
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martin H. Meyerson
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) x
(b)
3) SEC USE ONLY
4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7) SOLE VOTING POWER
SHARES 1,624,670
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY None
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 1,624,670
PERSON WITH 10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,898,190
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
Martin H. Meyerson hereby amends and supplements the Schedule 13D
originally filed with the Securities and Exchange Commission (the "SEC") on
February 15, 1995, as amended by Amendment No. 1 filed with the SEC on February
12, 1999 and as further amended by Amendment No. 2 filed with the SEC on
February 25, 1999 and by Amendment No. 3 filed with the SEC on April 23, 1999
(the "Schedule") as follows:
This Schedule relates to the common stock, par value $.01 per share
("Common Stock"), of M. H. MEYERSON & CO., INC., a New Jersey corporation.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
Mr. Meyerson beneficially owns (as defined by Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) 1,898,190
shares, or 28.4% of the shares of Common Stock outstanding as
of October 26, 1999. 273,520 of such shares are issuable
pursuant to presently exercisable options under the Company's
employee stock option plan.
Item 5(b) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
Mr. Meyerson has sole voting and dispositive power over
1,624,670 shares of Common Stock.
Item 5(c) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:
"The following chart sets forth information concerning
dispositions of shares of Common Stock by Mr. Meyerson during
the past sixty (60) days:
Number of
Date of Disposition Shares Disposed
------------------- ---------------
10/26/99 240,000
All such dispositions were gifts made to family members."
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Martin H. Meyerson
----------------------
Martin H. Meyerson
Date: November 4, 1999
