UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
61735R104 |
| 1 | NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF REPORTING PERSONS (ENTITIES ONLY): | ||||
| Walter P. Carucci Uncle Mills Partners (formerly Carucci Family Partners) - 11-3146675 Bernard Zimmerman & Company, Inc. - 13-2736451 |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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| (a) [ ] | |||||
| (b) [x] | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Walter P. Carucci - U.S. Citizen Uncle Mills Partners - New York Bernard Zimmerman & Company, Inc. - Connecticut |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER: | |||
| Walter P. Carucci - 109,613 (includes the 15,000 shares owned by Uncle Mills Partners) Uncle Mills Partners - 15,000 Bernard Zimmerman & Company, Inc. - 114,600 |
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| 6 | SHARED VOTING POWER: | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER: | ||||
| Walter P. Carucci - 109,613 (includes the 15,000 shares owned by Uncle Mills Partners)
Uncle Mills Partners - 15,000 Bernard Zimmerman & Company, Inc. - 114,600 |
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| 8 | SHARED DISPOSITIVE POWER: | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| Walter P. Carucci - 109,613 (includes the 15,000 shares owned by Uncle Mills Partners)
Uncle Mills Partners - 15,000 Bernard Zimmerman & Company, Inc. - 114,600 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| [ ] | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| Walter P. Carucci - 3.6% (includes the amount owned by Uncle Mills Partners)
Uncle Mills Partners - 0.5% Bernard Zimmerman & Company, Inc. - 3.8% Total - 7.4% |
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| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| Walter P. Carucci - IN
Uncle Mills Partners - PN Bernard Zimmerman & Company, Inc. - CO |
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Item 1(a)
|
Name of Issuer. | |
| Morgan Group Holding Co. | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices. | |
| Morgan Group Holding Co. 401 Theodore Fremd Avenue Rye, NY 10580 |
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Item 2(a)
|
Name of Person Filing. | |
| Walter P. Carucci
Uncle Mills Partners (Uncle Mills Partners is a general partnership, with four general partners. Walter P. Carucci is one of the four general partners.) Bernard Zimmerman & Company, Inc. |
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Item 2(b)
|
Address of Principal Business Office or, if none, Residence. | |
Walter P. Carucci |
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Item 2(c)
|
Citizenship. | |
| Walter P. Carucci is a U.S. citizen.
Uncle Mills Partners is organized under New York law. Bernard Zimmerman & Company, Inc. is organized under Connecticut law. |
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Item 2(d)
|
Title of Class of Securities. | |
| Common Stock, $0.01 Par Value Per Share | ||
Item 2(e)
|
CUSIP Number. | |
| 61735R104 | ||
| Item 3 | This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c). | |||
| Item 4 | Ownership. | |||
| (a) | Amount
beneficially owned:
Walter P. Carucci - 109,613
(includes the 15,000 shares owned by Uncle Mills Partners)
Uncle Mills Partners - 15,000
Bernard Zimmerman & Company, Inc. - 114,600
|
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| (b) | Percent of Class: Walter P. Carucci - 3.6% (includes the amount owned by Uncle Mills Partners) Uncle Mills Partners - 0.5% Bernard Zimmerman & Company, Inc. - 3.8% Total - 7.4% |
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| (c) | Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: Walter P. Carucci - 109,613 (includes the 15,000 shares owned by Uncle Mills Partners) (iv) Shared power to dispose or to direct the disposition of: 0
|
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| Item 5 | Ownership of Five Percent or Less of a Class. | |||
| Not applicable. | ||||
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. | |||
| Not applicable. | ||||
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person. | |||
| Not applicable. | ||||
| Item 8 | Identification and Classification of Members of the Group. | |||
| Not applicable. | ||||
| Item 9 | Notice of Dissolution of Group. | |||
| Not applicable. | ||||
| Item 10 | Certification. | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
| WALTER P. CARUCCI | ||||||
| Date:February 9, 2007 | ||||||
| By: | Walter P. Carucci | |||||
| By: | /s/ Beth N. Lowson | |||||
| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| The Nelson Law Firm, LLC | ||||||
| White Plains Plaza | ||||||
| One North Broadway | ||||||
| White Plains, NY 10601 | ||||||
| UNCLE MILLS PARTNERS | ||||||
| Date: February 9, 2007 | ||||||
| By: | Walter P. Carucci, General Partner | |||||
| By: | /s/ Beth N. Lowson | |||||
| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| The Nelson Law Firm, LLC | ||||||
| White Plains Plaza | ||||||
| One North Broadway | ||||||
| White Plains, NY 10601 | ||||||
| BERNARD ZIMMERMAN & COMPANY, INC. | ||||||
| Date: February 9, 2007 | ||||||
| By: | Bernard Zimmerman, President | |||||
| By: | /s/ Beth N. Lowson | |||||
| Name: Beth N. Lowson | ||||||
| Title: Attorney-In-Fact | ||||||
| The Nelson Law Firm, LLC | ||||||
| White Plains Plaza | ||||||
| One North Broadway | ||||||
| White Plains, NY 10601 | ||||||
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, Beth N. Lowson, and Joseph D. Zargari, each of The Nelson Law Firm, LLC, White Plains Plaza, One North Broadway, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
| By: | /s/ Walter P. Carucci | |
| Walter P. Carucci | ||
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, Beth N. Lowson, and Joseph D. Zargari, each of The Nelson Law Firm, LLC, White Plains Plaza, One North Broadway, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
| By: | /s/ Bernard Zimmerman | |
| Bernard Zimmerman | ||