UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
M.H. Meyerson & Co., Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
55301Q
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(CUSIP Number)
Gregg Giaquinto
111 Broadway, 3rd Floor
New York, New York 10006
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(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
September 5, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
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
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otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
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CUSIP No.: 55301Q
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Electronic Trading Group, L.L.C. - ID #133802811
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ ]
3. SEC Use Only
4. Source of Funds
WC - See Item 3
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(D) or 2(E)
[ ]
6. Citizenship or Place of Organization
Illinois
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
See Item 5
8. Shared Voting Power:
See Item 5
9. Sole Dispositive Power:
See Item 5
10. Shared Dispositive Power:
See Item 5
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
618,000 - See Item 5 (not to be construed as an
admission of beneficial ownership)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.4% - See Item 5
14. Type of Reporting Person
B/D
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CUSIP No.: 55301Q
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert Kanter - ID #051321390
2. Check the Appropriate Box if a Member of a Group
a. [ ]
b. [ ]
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)
[ ]
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
See Item 5
8. Shared Voting Power:
See Item 5
9. Sole Dispositive Power:
See Item 5
10. Shared Dispositive Power:
See Item 5
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
618,000 - See Item 5 (not to be construed as an
admission of beneficial ownership)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.4% - See Item 5
14. Type of Reporting Person
IN
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Electronic Trading Group, L.C.C. hereby amends and
supplements the Schedule 13D dated as of April 17, 2000
originally filed with the Securities and Exchange
Commission (the "SEC") on April 27, 2000 as amended by
(i) Amendment No. 1 dated as of April 24, 2000 filed
with the SEC on April 28, 2000; (ii) Amendment No. 2
dated as of May 24, 2000 filed with the SEC on May 26,
2000 and (iii) Amendment No. 3 dated as of July 27, 2000
filed with the SEC on August 1, 2000 (the "Schedule") as
follows:
Item 2. Identity and Background
Item 2 of the Schedule is hereby deleted in its
entirety and replaced with the following:
The statement is being filed by: (i)
Electronic Trading Group, L.L.C. (the "Company"), a
limited liability company organized under the laws
of the State of Illinois and (ii) Robert Kanter who
is (a) the Managing Member of the Company. The
Company and Mr. Kanter are hereinafter collectively
referred to as the "Reporting Persons".
The Company. The Company is a broker-dealer
registered under the Securities Exchange Act of
1934, as amended, and a member of the National
Association of Securities Dealers, Inc. The
principal office of the Company is 111 Broadway,
Suite 300, New York, New York 10006. The
Registered Agent and Office of the Company is
Thomas Gould, 40 Skokie Boulevard, Suite 100,
Northbrook, Illinois 60062.
Mr. Kanter. Mr. Kanter's business address is
111 Broadway, Suite 300, New York, New York 10006.
Kanter's present principal occupation is Managing
Member of the Company.
(d) During the last five years none of the
Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years none of the
Reporting Persons has been party to a civil
proceeding of a judicial or administrative body of
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competent jurisdiction, and therefore none of such
persons 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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule is hereby amended by
inserting the following at the end of the first
paragraph thereof:
From July 28, 2000 to August 18, 2000, the Company
purchased and sold shares of the Issuer's Common
Stock resulting in an aggregate net purchase of
9,500 additional shares through open market
transactions at average daily prices ranging from
$3.1875 to $4.7500 per share, for a net purchase
price of $20,910.71, all of which was paid in cash
that was deducted from the Company's working
capital.
Item 3 of the Schedule is hereby further amended by
inserting the following at the end thereof:
As set forth in Addendum 2, from May 31, 2000 to
September 5, 2000, an affiliate of the Company
purchased and sold shares of the Issuer's Common
Stock resulting in an aggregate net purchase of
81,300 shares through open market transactions at
average daily prices ranging from $3.6400 to
$5.5000 per share, for an aggregate purchase price
of $380,652.77. Such shares were purchased through
an account at Spear, Leeds & Kellogg ("SLK"), a
broker-dealer pursuant to arrangements under which
SLK may be deemed to have extended credit in
connection with such purchases.
Item 4. Purpose of Transactions
Item 4 of the Schedule is hereby deleted in its
entirety and replaced with the following:
The Company and its affiliates may buy or sell
additional shares of the Issuer in the open market,
depending on business and market conditions, their
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continuing evaluations of the business and
prospects of the Issuer and other factors.
Although they have no current plans to do so, the
Company and its affiliates may in the future:
1. engage in an extraordinary corporate
transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries; or
2. acquire a sufficient number of additional
shares to exercise control of the Issuer.
The Company and its affiliates have no present
plans to engage in any of the other actions listed
in Item 4 of the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule is hereby deleted in its
entirety and replaced with the following:
The Company and its affiliate beneficially own, in
the aggregate, 618,000 shares of the Issuer's
Common stock which constitutes 9.4% of the Issuer's
outstanding Common Stock as of June 22, 2000.
Item 5(b) of the Schedule is hereby deleted in its
entirety and replaced with the following:
Of the 618,000 shares of Common Stock beneficially
owned by the Company and its affiliates, Mr. Kanter
may be deemed to share with the Company and its
affiliates (i) the power to vote or direct the vote
of all of the shares and (ii) the power to dispose
or direct the disposition of all the shares.
Item 5(c) of the Schedule is hereby amended by
inserting the following after the sixth sentence
thereof:
From July 28, 2000 to August 18, 2000, the Company
made a net purchase of 9,500 additional shares of
the Issuer's Common Stock in open market
transactions.
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Item 5(c) of the Schedule is hereby further amended
by inserting the following at the end thereof:
As shown on Addendum 2 hereto, from July 17, 2000
to September 5, 2000, an affiliate of the Company
purchased and sold shares of the Issuer's Common
Stock resulting in an aggregate purchase of 41,900
shares. The shares were acquired in the open
market for investment purposes.
Item 5(d) of the Schedule is hereby deleted in its
entirety and replaced with the following:
Aside from the Company and its affiliates, no other
person is known to have the right to receive or the
power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
Item 6 is hereby deleted in its entirety and
replaced with the following:
There are no contracts, arrangements, undertakings
or relationships (legal or otherwise) between or
among the Company and its affiliates, Mr. Kanter
and any other person with respect to any of the
Issuer's securities.
Item 7. Material to be Filed as Exhibits
Item 7.1 of the Schedule is hereby amended by
deleting "July 27, 2000" in the third line and inserting
"September 5, 2000" in lieu thereof.
Item 7 is hereby amended by inserting the following
as Item 7.2.:
2. A list of the transactions in the shares that
were effected by an affiliate of the Company
during the 60 days prior to September 5, 2000
is filed herewith as Addendum 2.
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Addendum 1 to the Schedule is hereby amended by
inserting the following at the end thereof:
<TABLE>
<S> <C> <C> <C> <C>
Shares Shares Average Price Per Share
Date Purchased (Sold) Position (Excluding commission)
7/28/00 2,500 529,700 3.8125
7/28/00 2,500 532,200 3.8750
7/31/00 7,700 539,900 3.8750
8/1/00 1,500 541,400 3.9375
8/1/00 2,500 543,900 4.0000
8/2/00 700 544,600 3.7500
8/2/00 200 544,800 3.1875
8/2/00 2,500 547,300 3.8750
8/3/00 900 548,200 3.6250
8/3/00 2,500 550,700 3.7500
8/4/00 2,500 553,200 3.6875
8/7/00 100 553,300 3.6875
8/8/00 (2,900) 550,400 4.3438
8/15/00 5,000 555,400 4.0000
8/15/00 (2,600) 552,800 4.1250
8/15/00 (400) 552,400 4.1875
8/16/00 10,000 562,400 4.0625
8/16/00 300 562,700 4.0938
8/16/00 5,000 567,700 4.3750
8/16/00 (1,000) 566,700 4.0313
8/16/00 (200) 566,500 4.0938
8/16/00 (1,100) 565,400 4.1250
8/17/00 200 565,600 4.3750
8/17/00 (4,000) 561,600 4.4375
8/17/00 (8,000) 553,600 4.5000
8/17/00 (4,000) 549,600 4.0536
8/17/00 (100) 549,500 4.6250
8/18/00 (2,500) 547,000 4.5000
8/18/00 (2,500) 544,500 4.5625
8/18/00 (3,500) 541,000 4.6250
8/18/00 (4,000) 537,000 4.6875
8/18/00 (300) 536,700 4.7500
_____________________________________________________________
Subtotal from
7/28/00 to
8/18/00 9,500 0
Aggregate
7/27/00
position 527,200
______________________________________________________________
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Total as of
8/18/00 645,100 (108,400) 536,700 4.4766
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The Schedule is hereby amended by inserting the following as Addendum 2:
ADDENDUM 2
Shares Shares Average Price Per Share
Date Purchased (Sold) Position (Excluding commission)
5/31/00 4,000 4,0000 3.6400
6/01/00 18,900 22,900 3.8100
6/02/00 2,100 25,000 4.0200
6/08/00 2,600 27,600 4.2800
6/16/00 (400) 27,200 4.3500
6/22/00 2,300 29,500 4.2000
6/22/00 2,700 32,200 4.2000
7/17/00 1,000 33,200 4.4600
8/21/00 (700) 32,500 4.8125
8/22/00 (2,500) 30,000 4.8750
8/22/00 (2,500) 27,500 4.9375
8/22/00 (2,500) 25,000 5.0000
8/22/00 (1,500) 23,500 5.0000
8/22/00 (2,000) 21,500 5.0625
8/22/00 (1,000) 20,500 5.0625
8/22/00 (200) 20,300 5.1250
8/23/00 (600) 19,700 5.0625
8/24/00 (1,000) 18,700 5.0000
8/24/00 (2,500) 16,200 5.0625
8/24/00 (200) 16,000 5.1250
8/24/00 (4,000) 12,000 5.1875
8/24/00 (600) 11,400 5.2500
8/25/00 900 12,300 4.3750
8/25/00 2,500 14,800 4.4375
8/25/00 2,500 17,300 4.5000
8/25/00 1,500 18,800 4.6250
8/25/00 1,000 19,800 4.7500
8/25/00 1,000 20,800 4.8750
8/25/00 1,000 21,800 4.9375
8/25/00 100 21,900 5.0625
8/25/00 (600) 21,300 4.7500
8/25/00 (1,000) 20,300 4.7500
8/25/00 (1,000) 19,300 5.0000
8/25/00 (500) 18,800 5.0000
8/25/00 (200) 18,600 5.0938
8/25/00 (2,000) 16,600 5.2500
8/25/00 (100) 16,500 5.5000
8/28/00 200 16,700 4.7813
8/28/00 100 16,800 4.9375
8/28/00 2,400 19,200 4.9375
8/28/00 1,000 20,200 4.9375
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8/28/00 1,000 21,200 4.9375
8/28/00 300 21,500 4.9375
8/28/00 2,500 24,000 4.9375
8/28/00 200 24,200 4.9375
8/28/00 500 24,700 4.9375
8/28/00 100 24,800 4.9375
8/28/00 100 24,900 4.9375
8/28/00 (350) 24,550 5.1250
8/28/00 (50) 24,500 5.1250
8/29/00 2,500 27,000 5.0000
8/29/00 2,500 29,500 5.1875
8/30/00 7,500 37,000 5.1250
8/30/00 7,500 44,500 5.1875
8/30/00 7,500 52,000 5.2500
8/30/00 100 52,100 5.0938
8/30/00 10,000 62,100 5.3750
8/30/00 10,000 72,100 5.5000
8/30/00 (1,300) 70,800 5.2500
8/31/00 100 70,900 5.0938
8/31/00 100 71,000 5.1250
8/31/00 2,500 73,500 5.2500
8/31/00 2,500 76,000 5.3125
8/31/00 2,500 78,500 5.3750
8/31/00 (1,000) 77,500 5.1563
9/01/00 500 78,000 5.2500
9/05/00 1,000 79,000 5.1250
9/05/00 2,300 81,300 5.1875
_____________________________________________________________
Total 111,600 (30,300) 81,300 4.6821
</TABLE>
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SIGNATURE
After reasonable inquiry and to the best of his or
its knowledge and belief, the undersigneds hereby certify
that the information set forth in this statement is true,
complete and correct.
ELECTRONIC TRADING GROUP, L.L.C.
/s/ Robert Kanter
________________________
By: Robert Kanter
Title: Member Manager
Date: September 5, 2000
ROBERT KANTER
/s/ Robert Kanter
______________________
Date: September 5, 2000
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02764001.AA5
