MEYERSON M H & CO INC /NJ/
SC 13D/A, 1999-02-12
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 25049

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                           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. Kenneth J. Koock
                         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)

                                February 4, 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).



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                                                   SCHEDULE 13D

CUSIP No. 55301Q 102

1)       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  Kenneth J. Koock

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                          120,000
         BENEFICIALLY      8)      SHARED VOTING POWER
         OWNED BY                        None
         EACH              9)       SOLE DISPOSITIVE POWER
         REPORTING                       120,000
         PERSON WITH       10)     SHARED DISPOSITIVE POWER
                                         None

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                  395,000

12)      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES (SEE INSTRUCTIONS)

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  7.36%

14)      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                  IN



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         Kenneth J. Koock hereby amends and supplements the Schedule 13D
originally filed with the Securities and Exchange Commission on February 15,
1995 (the "Schedule") as follows:

         This Schedule relates to the common stock, par value $.01 per share, of
M. H. MEYERSON & CO., INC., a New Jersey corporation.

Item 1.  Security and Issuer.

         Item 1 of the Schedule is hereby amended by deleting the existing text
and inserting the following text in its stead:

                  This statement relates to the common stock, par value $.01 per
                  share ("Common Stock"), of M. H. MEYERSON & CO., INC., a New
                  Jersey corporation (the "Company"). The address of the
                  principal executive office of the Company is Newport Office
                  Tower, 525 Washington Boulevard, Jersey City, New Jersey
                  07303.

Item 2.  Identity and Background.

         Item 2(b) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:

                  The business address of Mr. Koock is c/o M.H. MEYERSON & CO.,
                  INC., Newport Tower, 535 Washington Boulevard, Jersey City,
                  New Jersey 07303.

         Item 2(c) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:

                  Mr. Koock's present principal occupation is Vice Chairman of
                  the Company. The principal office of the Company is Newport
                  Tower, 525 Washington Boulevard, Jersey City, New Jersey
                  07303. The Company is a registered broker-dealer.

Item 4.  Purpose of Transaction.

         Item 4(a) of the Schedule is hereby amended by deleting the existing
text and inserting the following text in its stead:

                  Mr. Koock filed Notices of Proposed Sale of Securities
                  pursuant to Rule 144 under the Securities Act of 1933, as
                  amended (the "Notices") with the Securities and Exchange
                  Commission on February 4 and 5, 1999



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                  covering an aggregate of 250,000 shares of Common Stock which
                  Notices cover the shares of Common Stock being reported herein
                  as sold. Except for the balance of the shares of Common Stock
                  covered by the Notices, Mr. Koock has no present plans to
                  dispose of additional shares of Common Stock.

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. Koock beneficially owns (as defined by Rule 13d-3 under
                  the Securities Exchange Act of 1934, as amended) 395,000
                  shares, or 7.36% of the shares of Common Stock outstanding as
                  of February 2, 1999. 275,000 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. Koock has sole voting and dispositive power over 120,000
                  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. Koock during the
                  past sixty (60) days:

                                 Number of
         Date of Sale            Shares Sold                 Price per Share

         2/4/99                     25,000                   $15.8750
         2/4/99                     25,000                   $15.3750
         2/4/99                    100,000                   $13.3400
         2/5/99                      4,625                   $15.7500
         2/5/99                     10,000                   $ 9.0000
         2/5/99                     20,000                   $12.5625

All such sales were made in open market transactions.



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                                    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/ Kenneth J. Koock
                                            -------------------------
                                              Kenneth J. Koock

Date: February 12, 1999







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