UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2000
THE MORGAN GROUP, INC.
2746 Old U.S. 20 West
Elkhart, Indiana 46514
(219) 295-2200
Commission File Number 1-13586
Delaware 22-2902315
(State of Incorporation) (I.R.S. Employer Identification Number)
Securities Registered Pursuant to Section 12(b) of the Act:
American Stock Exchange
Class A common stock, par value of $.015
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO ______
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the issuer's voting stock held by non-affiliates,
as of March 26, 2001 was $3,105,000. The number of shares of the Registrant's
Class A common stock $.015 par value and Class B common stock $.015 par value,
outstanding as of March 26, 2001, was 1,248,157 shares, and 1,200,000 shares,
respectively.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The business experience of each director, along with that of certain other
officers, of The Morgan Group, Inc. (referred to as "Morgan," the "Company," or
"we" is set forth below.
Charles C. Baum (age 59) serves as Chairman of the Board of Morgan. From
1992 until January, 2000, Mr. Baum was Morgan's Chief Executive Officer. Mr.
Baum has also been Chief Financial Officer, Treasurer and Secretary of United
Holdings Co., Inc. and its predecessors and affiliates since 1973. United
Holdings Co., Inc. was involved in the metal business until 1990 when it shifted
its focus to become a firm which invests in real estate and securities. Mr. Baum
is also a director of United Holdings Co., Inc., Gabelli Group Capital Partners,
Inc. (a registered investment adviser under the Investment Advisers Act of 1940,
as amended), Shapiro Robinson & Associates (a firm which represents professional
athletes), and Municipal Mortgage and Equity Co. (a company engaged in the
business of mortgage financing).
Richard B. Black (age 67) joined Morgan's Board of Directors in 1993. Mr.
Black is a General Partner of OpNet Partners, L.P. Mr. Black is Vice Chairman
and has been a director of Oak Technology, Inc., a worldwide semiconductor
supplier for the personal computer and consumer electronics industries, since
1988. He was President of Oak Technology, Inc. from January 1988 to March 1999.
Mr. Black has been Chairman and a director of ECRM, Incorporated, a producer of
electronic publishing equipment, since 1983. He is also a director of GSI
Lumonics, Inc., a manufacturer of laser-based positioning systems, testing
equipment, and medical imaging systems, Gabelli Group Capital Partners, Inc.,
Altigen Communications, Inc., a systems company, Photoniko, Inc., an optical
networking components company, TREX Enterprises, a laser and microwave imaging
and optical networking components company, and Servador, Inc., an E-commerce
printing company.
Anthony T. Castor III (age 49) joined Morgan as President and Chief
Executive Officer in January, 2000. He was appointed to Morgan's Board of
Directors in March, 2000. In January, 2001, Mr. Castor accepted the position of
interim Chief Executive Officer and President of Spinnaker Industries, Inc., a
maker of adhesive backed materials. In February, 2001, Mr. Castor became a
director and Vice Chairman of Lynch Corporation, a diversified manufacturing
company and 48% owner of Spinnaker Industries, Inc. Prior to joining Morgan, Mr.
Castor was the President and Chief Executive Officer of Precision Industrial
Corporation from 1997 to 1999 and of Hayward Industries, Inc. from 1993 to 1997.
Mr. Castor is also a director of Super Vision International, Inc.
Richard L. Haydon (age 54) became a director of Morgan in 1999. He is a
partner of Omega Advisors, Inc. and was the Managing Partner of Strategic
Restructuring Partnerships until 2000 where he had been a General Partner since
1990.
Robert S. Prather (age 56 ) has been a director of Morgan since 1997. He
has served as the President and Chief Executive Officer of Bull Run Corporation,
an investment holding company, since 1992 and as Executive Vice President of
Gray Communications Systems, Inc., a media and communications company, since
1996. Mr. Prather is also a director of Bull Run Corporation and Gray
Communications Systems, Inc.
Michael J. Archual (age 50) was named President of Morgan Drive Away, Inc.,
a wholly owned subsidiary of Morgan ("Morgan Drive Away"), in February, 2001.
Prior to joining Morgan Drive Away, Mr. Archual was Vice President, Marketing
and Sales, of TruckerB2B, Inc., a business-to-business service subsidiary of
Celadon Group, Inc. since 2000. Previously he had served as President- Servicios
de Transportacion Jaguar, another Celadon subsidiary, from 1998 to 2000 and as
Executive Vice President of Celadon Trucking Services from 1995 to 1998.
Paul D. Borghesani (age 62) has been Vice President and Corporate Counsel
of Morgan Drive Away since 1996 and Vice President, Treasurer, Secretary and
Corporate Counsel of Morgan since March, 2001. He served as Vice President of
Morgan and its predecessors from 1988 to 1996. Mr. Borghesani has also been
Counsel to Baker & Daniels, a private law firm, since 1996. From 1980 to 1983,
Mr. Borghesani was in private practice as an attorney specializing in
transportation law and related matters. From 1968 to 1980, Mr. Borghesani served
in various management capacities for Morgan Drive Away.
Dennis R. Duerksen (age 60) served as Treasurer, Vice President and Chief
Financial Officer of Morgan and Treasurer, Senior Vice President and Chief
Financial Officer of Morgan Drive Away from December, 1997 until May, 2001.
Prior to joining Morgan, Mr. Duerksen was Manager -- Financial Systems and
Reporting of CTS Corporation, a manufacturer of electronic components, from
February 1996 to October 1997. He served as Financial Controller of CTS
Corporation's subsidiary, CTS Singapore PTE, Ltd., from August, 1994 to
February, 1996.
Gary J. Klusman (age 41) was named Vice President Finance, Secretary and a
Director of Morgan Drive Away in March, 2001. Prior to joining Morgan Drive
Away, Mr. Klusman was Vice President Operations of DriverNet, Inc., a company
specializing in technology solutions for the trucking industry, from
January,2000 to December, 2000. He served as President and Chief Executive
Officer of OTR Express, Inc., a truckload carrier logistics company, from 1998
to 1999, after having previously served as Executive Vice President from 1995 to
1998 and as Vice President and Chief Financial Officer from 1991 to 1995.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that our officers and directors and persons who own more than 10% of our Class A
Common Stock file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% stockholders are required by SEC regulation to furnish us with copies
of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, we believe that during the fiscal year ended
December 31, 2000, all filing requirements applicable to its officers, directors
and greater than 10% stockholders with respect to Section 16(a) of the 1934 Act
were complied with except that Charles C. Baum filed a Form 5 reporting the
acquisition of 2000 shares of Class A Common Stock one month late.
Item 11. EXECUTIVE COMPENSATION
Employment Agreements.
Mr. Castor. Mr. Castor entered into a written employment agreement with us
effective January, 2000 which was approved by the Board of Directors. Pursuant
to the agreement, Mr. Castor's annual base salary is $250,000, subject to
increases to reflect inflation and performance as reasonably determined by the
Board of Directors. In addition, Mr. Castor is eligible to receive an annual
bonus of 50% of his base salary if we meet the corporate goals and objectives
jointly determined by Mr. Castor and the Board of Directors. His minimum bonus
for 2000 was guaranteed to be at least $100,000. We also provide Mr. Castor with
split-dollar life insurance, a social club membership allowance and a car
allowance. Mr. Castor's employment agreement contains a covenant not to compete
with us upon his termination for a period of 18 months.
Under his employment agreement, Mr. Castor is entitled to certain severance
payments. In the event that Mr. Castor is terminated without cause, he is
entitled to a payment of (a) one times his base salary plus bonus if terminated
in the first year, (b) one and a half times his base salary plus bonus if
terminated in the second year, or (c) two times his base salary and bonus if
terminated after two years. In addition, Mr. Castor may continue to participate
in medical and other insurance plans and the split- dollar life insurance policy
for a period of up to two years after termination. In the event of termination
due to a change of control, Mr. Castor will receive, instead of the payments
described above, a payment equal to the greater of two times his base salary
plus 50% of such base salary or his base salary plus bonus for the prior
calendar year.
Mr. Borghesani. Mr. Borghesani and Morgan Drive Away entered into a
consulting agreement effective April 1, 1996. Under such agreement, Mr.
Borghesani will remain available to Morgan Drive Away on a substantially
continuous basis (though less than full time) for base compensation of $98,000
per year in 1998, $100,000 per year in 1999, plus an hourly rate of $100 per
hour for hours in excess of his annual hourly commitment. Mr. Borghesani's base
salary under such agreement was increased to $108,400 in 1999, for the year
2000. If his employment is terminated other than for just cause (as defined in
the employment agreement) he is entitled to a three-month severance benefit of
$8,333 per month. During such period, Mr. Borghesani remains eligible to
participate in benefit plans and programs available to Morgan Drive Away's
executive officers.
Remuneration of Named Executive Officers.
The following table sets forth, for each of the last three fiscal years,
information with respect to the Chief Executive Officer and each of the
executive officers whose aggregate salary and bonus paid for fiscal 2000
exceeded $100,000 (the "Named Executive Officers").
Summary Compensation Table
Annual Compensation Long Term
Other Compensation
Annual Awards Other
Name and Principal Position Year Salary Bonus Compensation (1) (options/warrants) Compensation
- --------------------------------------------------------------------------------------------------------------------------------
Anthony T. Castor, III 2000 $233,654 -- -- 120,000 $27,644 (2)
President and 1999 -- -- -- -- --
Chief Executive Officer 1998 -- -- -- -- --
Charles C. Baum 2000 $ 68,875 -- -- --
Chairman 1999 $123,500 -- -- -- --
1998 $118,308 -- -- -- --
Dennis R. Duerksen 2000 $122,020 -- $13,646 (3) -- --
Treasurer, Vice President 1999 $117,918 -- -- -- --
and Chief Financial Officer 1998 $109,038 -- -- -- --
Paul D. Borghesani 2000 $108,400 -- -- -- --
Vice President of 1999 $ 99,540 -- $15,255 (4) -- --
Morgan Drive Away 1998 $ 98,000 -- -- --
- ---------------
(1) Pursuant to applicable regulations, the value of Other Annual Compensation
is not reflected unless the aggregate amount of such compensation exceeds
10% of the annual salary and bonus paid to the executive officer.
(2) Represents the full value of the premiums paid during the fiscal year for
split-dollar life insurance.
(3) Includes automobile allowance ($4,636) and payment of premiums for health,
life, disability and excess life insurance ($6,063).
(4) Includes payment of premiums for health, life, disability and excess life
insurance ($11,843).
Stock Options Granted in Year Ended December 31, 2000
The following table sets forth information related to options granted
during the year ended December 31, 2000 to each of the Named Executive Officers
to whom options have been granted.
Individual Grants
- --------------------------------------------------------------------------------------------------
% of Total
Options Potential Realizable Value
Securities Granted to as Assume Annual Rates
Underlying Employees in Exercise or of Stock Price Appreciation
Options Year Base Price Expiration For Option Term
Name Granted (#) 2000 ($/Sh) Date 5%($)(1) 10%($)(1)
- -----------------------------------------------------------------------------------------------------------------------------
Anthony T. Castor, III 40,000 33.3% $5.625 1/11/10 $ 141,500 $358,600
Anthony T. Castor, III 40,000 33.3% $7.625 1/11/10 $ 61,500 $278,600
Anthony T. Castor, III 40,000 33.3% $9.625 1/11/10 $ -0- $198,600
(1) These gains are based upon assumed rates of annual compound stock
appreciation of 5% and 10% from the date the options were granted over the
full option term. The amounts represent certain assumed rates of
appreciation only. Actual gains, if any, on option exercises are dependent
upon the future performance of the shares and overall stock market
conditions. There can be no assurance that the amounts reflected in this
table will be achieved.
The following table includes the number of shares covered by both
exercisable and unexercisable stock options or warrants held by the named
executive officers as of December 31, 2000. Also reported are the values for
"in-the-money" options (options whose exercise prices are lower than the market
value of the shares at fiscal year end) which represent the spread between the
exercise price of any such existing stock options and the fiscal year-end market
price of such stock.
Number of
Value of
Shares Unexercised Options In-the-Money Options
Acquired On Value at Fiscal Year End at Fiscal Year End(1)
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
Anthony T. Castor III -0- $0.0 40,000 80,000 $0.0 (2) $0.0 (2)
Charles C. Baum -0- $0.0 25,000 -0- $0.0 (2) $0.0 (2)
Dennis R. Duerksen -0- $0.0 3,750 1,250 $0.0 (2) $0.0 (2)
Paul D. Borghesani -0- $0.0 10,000 -0- $0.0 (2) $0.0 (2)
(1) Based on market value of the Class A Common Stock of $4.25 per share at
December 31, 2000.
(2) Since the fair market value of the shares subject to the options was below
the exercise price of the options at fiscal year end, such options were not
"in-the-money."
Benefit Plans
401(k) Plan. All of our employees and employees of our subsidiaries are
eligible to participate in the Morgan Group, Inc. Deferred Compensation 401(k)
Plan (the "401(k) Plan") after having satisfied eligibility requirements
including age, employment term, and hours of service, as specified in the 401(k)
Plan.
The 401(k) Plan permits employees to make contributions by deferring a
portion of their compensation. Participating employees also share in
contributions made by their respective employers. The annual employer
contribution to each participant's account is equal to 25% of the first $800 of
the participant's contribution, provided the employer has net income or retained
earnings. We have discretion to, and may consider, increasing the annual
matching contribution in the future. A participant's interest in both employee
and employer matching contributions and earnings thereon are fully vested at all
times. We also have discretion to make profit-sharing contributions to the
401(k) Plan which would vest over six years.
Employee and employer contributions may be invested in our Class A Common
Stock or in one or more guaranteed income or equity funds or insurance contracts
offered under the Plan from time to time. Except in certain cases of financial
hardship, a participant (or his or her beneficiary) receives distributions from
the 401(k) Plan only at retirement, termination of employment, total permanent
disability, death, or termination of the 401(k) Plan. At that time, the value of
the participant's interest in the 401(k) Plan is distributed to the participant
(or his or her beneficiary). We offer no other post-termination benefit plans.
Health, Life and Disability Insurance. We pay annual premiums for health,
life and disability insurance for executive officers.
Compensation of Directors
Directors receive $1,000 per year for serving on the Board of Directors and
$1,000 for each Board of Directors meeting attended. In addition, the Chairman
of each of the Compensation, Audit and Nominating Committees receives $5,000
annually. Other committee members receive $500 for each committee meeting
attended. Our Chairman, Mr. Baum, does not receive any additional compensation
for serving as a director.
The Stock Plan contains a formula providing for the grant of non-qualified
options to each non-employee director. Non-employee directors first elected to
the Board of Directors after the 1997 annual meeting of stockholders may be
granted options to purchase up to 8,000 shares of Class A Common Stock at an
exercise price of not less than 80% of the fair market value of Class A Common
Stock on the date of grant, if and to the extent determined by the Board of
Directors. All options presently granted have terms of 10 years and one day and
are exercisable 6 months after grant.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Class A Common Stock and Class B Common Stock as of March 31,
2001, by each person whom we know to own beneficially 5.0% or more of the Class
A Common Stock or the Class B Common Stock. Unless otherwise indicated, the
named beneficial owner has sole voting and dispositive power with respect to the
shares reported.
Number of Shares Number of Shares
Name and Address of of Class A Common Stock Percent of of Class B Common Stock Percent of
Beneficial Owner Beneficially Owned Class (1) Beneficially Owned Class
- ------------------------------------------------------------------------------------------------------------------------------------
Lynch Interactive Corporation 161,100 (2) 12.9% 1,200,000 (2) 100.0%
401 Theodore Fremd Avenue
Rye, New York 10580-1430
Charles C. Baum (3) 195,470 (4) 15.4% -- --
2545 Wilkens Avenue
Baltimore, Maryland 21223
United Holdings Co., Inc. (3) 118,518 9.5% -- --
2545 Wilkens Avenue
Baltimore, Maryland 21223
John L. Keeley, Jr. 107,450 (5) 8.6% --
401 South LaSalle Street
Suite 1201
Chicago, Illinois 60605
- -----------------
(1) Based upon 1,248,157 shares of Class A Common Stock outstanding as of March
31, 2001.
(2) Lynch Interactive Corporation, a Delaware corporation ("Lynch Interactive")
through its wholly owned subsidiary, Brighton Communications Corporation, a
Delaware corporation ("Brighton"), owns all 1,200,000 shares of Class B
Common Stock and 161,100 shares of Class A Common Stock. Class B Common
Stock is automatically converted into Class A Common Stock upon transfer,
with certain limited exceptions, on a share-for-share basis. The Class B
Common Stock is convertible at all times, at the option of the stockholder
and without cost to the stockholder, into Class A Common Stock on a
share-for-share basis. Upon conversion, such shares would represent 49.0%
of the then outstanding shares of Class A Common Stock. The outstanding
Class A Common Stock and Class B Common Stock held by Lynch Interactive
through Brighton represents 70.2% of the aggregate voting power of both
classes of Common Stock. Lynch Interactive, through Brighton, has pledged
all 1,200,000 shares of Class B Common Stock to a bank ("Bank") as security
for borrowings. In the unlikely event of a default by Brighton, the Bank
could acquire ownership of the shares of Class B Common Stock, which would
automatically convert to 1,200,000 shares of Class A Common Stock. In that
event, Lynch Interactive may no longer hold voting control of us. Mr. Mario
J. Gabelli is the Chairman of the Board and Chief Executive Officer of
Lynch Interactive. Mr. Gabelli may be deemed to be a beneficial owner of
the 161,100 shares of Class A Common Stock and all of the Class B Common
Stock owned by Lynch Interactive through Brighton (shown in the above
table) by virtue of his and certain affiliated parties' beneficial
ownership of 23.1% of the shares of Common Stock of Lynch Interactive. Mr.
Gabelli, however, specifically disclaims beneficial ownership of all shares
of the Class A Common Stock and Class B Common Stock held by Lynch
Interactive through Brighton. (3) Mr. Baum is a director, executive officer
and minority shareholder of United Holdings Co., Inc. ("United Holdings").
(4) Includes 154,647 shares owned by Charles C. Baum, 8,000 shares held of
record by Mr. Baum's children, 4,323 shares held in our 401(k) Plan, 3,500
shares held of record by the Baum Foundation, and unexercised options to
acquire 25,000 shares. An additional 118,518 shares of Class A Common Stock
(not included in Mr. Baum's holdings) are held by United Holdings Co., Inc.
of which Mr. Baum is a director, executive officer and minority
shareholder. (5) Includes (a) 21,550 shares beneficially owned by John L.
Keeley, Jr., individually, (b) 53,250 shares beneficially owned by Keeley
Asset Management Corp., (c) 9,500 shares beneficially owned by Kamco
Performance Limited Partnership, (d) 11,000 shares beneficially owned by
Kamco Limited Partnership No. 1, (e) 2,200 shares beneficially owned by the
John L. Keeley, Jr. Foundation, and (f) 9,950 shares beneficially owned by
Keeley Investment Corp. This information is as of the latest Schedule 13D
filed by Mr. Keeley.
The following table sets forth certain information regarding each nominee
for election as a director including the number and percent of shares of Class A
Common Stock beneficially owned by such persons as of March 31, 2001. No nominee
for director is related to any other nominee for director or executive officer
by blood, marriage, or adoption, and there are no arrangements or understandings
between any nominee and any other person pursuant to which such nominee was
selected. The table also sets forth the number of shares of Class A Common Stock
beneficially owned as of March 31, 2001 by each executive officer and by all
directors and executive officers as a group.
Director of Class A
Morgan Common Stock (1) Percentage
Name and Title Since Beneficially Owned of Class
- ----------------------------------------------------------------------------------------------------------
Director Nominees:
For Election By Holders of
Class A and Class B Common Stock:
Charles C. Baum 1992 195,470 (2) 15.4%
Chairman of the Board
Richard B. Black 1993 8,000 (3) *
Director
Anthony T. Castor III 2000 60,000 (4) *
Director, President and
Chief Executive Officer
Richard L. Haydon 1999 8,000 (3) *
Director
For Election By Holders
of Class A Common Stock:
Robert S. Prather, Jr. 1997 8,000 (3) *
Director
Other Executive Officers:
Michael J. Archual 13,333 (5) *
President of Morgan Drive Away, Inc.
Paul D. Borghesani 11,460 (6) *
Vice President, Treasurer, Secretary and
General Counsel
Dennis R. Duerksen 3,753 (7) *
Chief Financial Officer
and Treasurer
Gary J. Klusman -0-
Vice President Finance of
Morgan Drive Away, Inc.
All directors and executive officers
as a group (9 persons) 308,016 (8) 22.3%
- --------------
* Indicates less than 1% of Common Stock beneficially owned.
(1) Based upon information furnished by the respective directors, director
nominees and executive officers. Under applicable regulations, shares are
deemed to be beneficially owned by a person if he directly or indirectly
has or shares the power to vote or dispose of the shares and if he has the
right to acquire such power with respect to shares within 60 days.
Accordingly, shares subject to options are only included if exercisable
within 60 days. Includes shares beneficially owned by members of the
immediate families of the directors or executive officers residing in their
homes.
(2) Includes 154,647 shares owned by Charles C. Baum, 8,000 shares held of
record by Mr. Baum's children, 4,323 shares held in our 401(k) Plan, 3,500
shares held of record by the Baum Foundation, and currently exercisable
options to acquire 25,000 shares. An additional 118,518 shares of Class A
Common Stock are held by United Holdings Co., Inc. of which Mr. Baum is a
director, executive officer and minority shareholder. See "Voting
Securities and Principal Holders Thereof" above.
(3) Includes currently exercisable options to acquire 8,000 shares.
(4) Includes currently exercisable options to acquire 60,000 shares.
(5) Includes currently exercisable options to acquire 13,333 shares.
(6) Includes currently exercisable options to acquire 10,000 shares, 500 shares
owned and 960 shares under Morgan's 401(k) Plan.
(7) Includes currently exercisable options to acquire 3,750 shares and 3 shares
under Morgan's 401(k) Plan.
(8) Includes currently exercisable options to acquire 136,083 shares.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We were formed by Lynch Corporation ("Lynch") in 1988 to acquire the shares
of Morgan Drive Away. Lynch is a diversified company listed on the American
Stock Exchange.
On September 1, 1999, Lynch transferred all of its shares of us to Brighton
Communications Corporation, a Delaware corporation ("Brighton"), a wholly-owned
subsidiary of Lynch Interactive Corporation ("Lynch Interactive"). Effective
September 1, 1999, all of the stock of Lynch Interactive was transferred to the
shareholders of Lynch. As a result of these transactions Lynch Interactive
currently owns all 1,200,000 shares of Class B Common Stock and 155,900 shares
of Class A Common Stock through its subsidiary Brighton. These shares represent
70.2% of our aggregate voting control. By virtue of its relationship with Lynch
Interactive, we receive certain benefits and services from Lynch Interactive
such as directors and officers insurance, placement, strategic consultation and
financial and accounting services from time to time. The Board of Directors has
approved a services agreement providing for the payment of reasonable
compensation to Lynch Interactive for these benefits and services. Such payments
in 2000 were $118,000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on behalf of the undersigned, thereto duly authorized.
THE MORGAN GROUP, INC.
Date: April 27, 2001 By: /s/ Anthony T. Castor III
--------------------------
Anthony T. Castor III
President & Chief Executive Officer