UNITED STATES
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): February 26, 2002
THE MORGAN GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-13586 22-2902315
(Commission File Number) (IRS Employer Identification No.)
2746 Old U.S. 20 West, Elkhart, Indiana 46514-1168
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 219-295-2200
Item 7. Financial Statements and Exhibits
The Prospectus Supplement is attached hereto as Exhibit 99(1).
Item 9. Regulation FD Disclosure
On December 12, 2001, The Morgan Group, Inc. (the "Company") issued
non-transferable warrants to purchase shares of Class A common stock to the
holders of its Class A common stock. Each warrant entitles the holder to
purchase one share of Class A common stock at an exercise price of $9.00 per
share. At the time of issuance, the Company agreed to reduce the exercise price
of the warrants to $6.00 per share for a reduction period of at least 30 days to
be set by the Board of Directors.
The Board of Directors has agreed to set the reduction period to begin on
February 26, 2002 and to extend for 63 days, expiring on April 30, 2002 (the
"Reduction Period"). The Board of Directors agreed to reduce the exercise price
of the warrants to $2.25 per share, instead of $6.00 per share, during the
Reduction Period. All other terms regarding the warrants, including the
expiration date of the warrants, remain the same.
The Prospectus Supplement, dated February 26, 2002, attached as Exhibit
99(1), contains information regarding the Reduction Period, certain preliminary
unaudited summary financial information for the Company for the period ending
December 31, 2001, as well as a discussion of recent developments.
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.
THE MORGAN GROUP, INC.
Dated: February 26, 2002 By:/s/ Gary J. Klusman
---------------------------------
Gary J. Klusman, Executive Vice President of
Finance and Administration
EXHIBIT INDEX
NUMBER DESCRIPTION
99(1) Prospectus Supplement, dated February 26, 2002, to Prospectus of The
Morgan Group, Inc. (Registration Statement No. 333-63188).