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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-96-006871.txt : 19961122
<SEC-HEADER>0000950123-96-006871.hdr.sgml : 19961122
ACCESSION NUMBER:		0000950123-96-006871
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19960908
ITEM INFORMATION:		Changes in control of registrant
FILED AS OF DATE:		19961121
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SIEBERT FINANCIAL CORP
		CENTRAL INDEX KEY:			0000065596
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-FURNITURE STORES [5712]
		IRS NUMBER:				111796714
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-05703
		FILM NUMBER:		96670228

	BUSINESS ADDRESS:	
		STREET 1:		182 SMITH ST
		CITY:			BROOKLYN
		STATE:			NY
		ZIP:			11201
		BUSINESS PHONE:		7188526100

	MAIL ADDRESS:	
		STREET 1:		182 SMITH ST
		CITY:			BROOKLYN
		STATE:			NY
		ZIP:			11201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MICHAELS J INC
		DATE OF NAME CHANGE:	19950221
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1

                       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):  November 8, 1996
                                                       ----------------

                            Siebert Financial Corp.
- -------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

New York                           0-5703                    11-1796714  
- --------                           ------                    ------------
(State or Other                    (Commission               (I.R.S. Employer
Jurisdiction of                    File Number)              Identification No.)
Incorporation or            
Organization)               


            885 Third Avenue, Suite 1720, New York, New York 10022
- -------------------------------------------------------------------------------
                   (Address of Principal Executive Offices)

      Registrant's telephone number, including area code:  (212) 644-2400
                                                           ---------------

                                     N/A
- -------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>   2
Item 1.  CHANGES IN CONTROL OF REGISTRANT.


         On November 8, 1996, Muriel Siebert Capital Markets Group, Inc.
("MSCMG"), the sole shareholder of Muriel Siebert & Co., Inc. ("Siebert"),
merged (the "Merger") with and into J. Michaels, Inc. ("JMI") which changed its
name to Siebert Financial Corp.  (the "Company"), on the terms and conditions
contained in the Plan and Agreement of Merger, dated as of April 24, 1996, as
amended, between MSCMG and JMI (the "Merger Agreement").  In connection
therewith, after an initial distribution concurrently with the consummation of
the Merger of $11.50 per share to JMI's shareholders at the effective time of
the Merger, all of JMI's remaining assets were transferred to a liquidating
trust pursuant to the Merger Agreement at the effective time of the Merger and
are to be sold and the proceeds thereof distributed from time to time to JMI's
shareholders after the effective date of the Merger.  Effective as of the date
of the Merger, Muriel F. Siebert owns 97.5% of the outstanding shares of common
stock, par value $.01 per share, of the Company and is therefore deemed a
person in control of the Company.  Effective as of the date of Merger, James H.
Michaels and members of his family no longer own a controlling interest in the
Company.  The Merger Agreement was approved by the Board of Directors of JMI
and submitted to and approved by the shareholders of JMI at the Special Meeting
of the Shareholders held on September 19, 1996.





                                     Page 2
<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

                                        SIEBERT FINANCIAL CORP.  
                                        (Registrant)



                                        By: /s/ Muriel F. Siebert 
                                            ------------------------
                                                Muriel F. Siebert 
                                                President

Dated:  November 21, 1996










                                     Page 3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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