SCHEDULE 14A INFORMATION
Proxy statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
The Morgan Group, Inc.
(Name of Registrant as Specified In Its Charter)
The Morgan Group, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
THE MORGAN GROUP, INC.
Proxy For Annual Meeting of Shareholders to be held May 12, 1997
The undersigned hereby appoints Charles C. Baum or Richard B. DeBoer, such as
the proxy of the undersigned, with full power of substitution, to vote all
shares of Common Stock of The Morgan Group, Inc. (the "Company"), which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held May 12, 1997, or at any adjournment thereof, as follows
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
Please detach and mail in the Envelope Provided
A |X| Please mark your
votes as in this
example.
For all nominees Withhold
listed at right Authority
except as marked to to vote for all nominees (a) ELECTION OF
the contrary below listed at right THREE DIRECTORS
BY ALL
STOCKHOLDERS
Nominees:
I. ELECTION [ ] [ ] Richard Black
OF Charles Baum
DIRECTORS Frank Grzelecki
(INSTRUCTION: to withhold authority to (b) ELECTION OF
vote for an individual nominees, write DIRECTOR BY
that nominee on the space provided below). HOLDERS OF CLASS
A COMMON STOCK
Nominee:
___________________________________________________ Bradley Bell
2. The parties are authorized to vote in their discretion on any other Matters
which may properly come before the Annual Meeting to the extent set forth
in the proxy statement.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned Shareholder(s). If no direction is made, this
Proxy will be voted FOR Proposals 1 (a) and (b).
Your vote is important. If you do not expect to attend the Annual Meeting,
or if you do plan to attend but wish to vote by proxy, please date, sign
and mail this proxy. A return envelope is provided for this purpose.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
(Signature)__________________________________________________
(Signature)__________________________________________________
(SIGNATURE (OF JOINTLY OWNED)
Date_____________, 1997
NOTE: Please date this proxy. Please sign exactly as your name appears on the
accompanying. If shares are held jointly, both joint owners should
sign. If signing as attorney, executor, administrator, guardian or in
any other representative capacity, please give your full title as such.