<PAGE>
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 Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
THE ADVEST GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
THE ADVEST GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
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:*
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:_________________________________________________
(2) Form, Schedule or Registration Statement No.:___________________________
(3) Filing Party:___________________________________________________________
(4) Date Filed:_____________________________________________________________
Notes:
<PAGE>
[LOGO OF THE ADVEST GROUP, INC.]
THE ADVEST GROUP, INC.
280 TRUMBULL STREET
HARTFORD, CONNECTICUT 06103
DECEMBER 20, 1994
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
The Annual Meeting of Stockholders of The Advest Group, Inc. will be held
Thursday, January 26, 1995 at 10:30 a.m. at the Sheraton Hotel, Trumbull Street,
Hartford, Connecticut, for the following purposes:
1. To elect four directors;
2. To adopt the 1994 Non-Employee Director Stock Option Plan;
3. To vote on the stockholder proposal described in the attached Proxy
Statement, if the proposal is presented at the meeting; and
4. To transact such other business as may properly come before the meeting
or any adjournment.
Record holders of Common Stock as of the close of business on December 12, 1994
are entitled to receive notice of and vote at the meeting or any adjournment.
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. If you are present at the meeting
and would prefer to vote in person rather than by proxy, you would, of course,
have that privilege.
By Order of the Board of Directors
/s/ Lee G. Kuckro
Lee G. Kuckro
Secretary
<PAGE>
PROXY STATEMENT
This Proxy Statement is being furnished on or about December 20, 1994 in
connection with the solicitation of proxies by the Board of Directors of The
Advest Group, Inc. (the "Company") for use at the Annual Meeting of Stockholders
to be held Thursday, January 26, 1995. Stockholders of record at the close of
business on December 12, 1994 are entitled to notice of and to vote at the
meeting. On that record date, 8,507,415 shares of the Company's Common Stock
were outstanding and entitled to vote.
Properly signed proxies will be voted in accordance with the stockholder's
directions. Where specific choices are not indicated, proxies will be voted for
proposals 1 and 2 and against proposal 3. If a proxy or a ballot indicates that
a stockholder or nominee abstains from voting or that shares are not to be voted
on a particular proposal, the shares will not be counted as having been voted on
that proposal, and those shares will not be reflected in the final tally of the
votes cast with regard to that proposal. Those shares will be counted as in
attendance at the meeting for purposes of determining a quorum. Any proxy may
be revoked at any time before it is voted by delivery of written notice to the
Secretary of the Company, by a duly executed proxy bearing a later date, or by
attending the meeting and voting in person.
The holders of a majority of the shares entitled to vote at the meeting must be
present in person or by proxy to constitute a quorum. A plurality of the votes
cast for the election of directors by the stockholders attending the meeting in
person or by proxy will elect directors to office (proposal 1). An affirmative
majority of the votes cast at the meeting in person or by proxy is required for
approval of proposals 2 and 3. Each share is entitled to one vote.
All costs of solicitation of proxies will be borne by the Company. In addition
to this solicitation by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, mail and personal interview. Brokers, custodians and fiduciaries will
be requested to forward proxy soliciting material to the owners of stock held in
their names and the Company will reimburse them for their out-of-pocket expenses
in connection therewith.
Shares owned through the Company's Dividend Reinvestment Plan on the record date
are included in the share ownership figures presented on the enclosed proxy
card. Fractional shares held in the plan have no voting rights.
PROPOSAL 1. ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for a Board of Directors
divided into three classes whose terms expire at different times. The Board of
Directors has fixed the number of directors at 9 and has selected four nominees
for election at the Annual Meeting. Of these nominees, Mr. George A. Boujoukos,
Mr. Anthony A. LaCroix and Dr. Corine T. Norgaard are currently directors and
have been nominated for election to additional three-year terms expiring in
1998. Mr. Sanford Cloud, Jr. is not currently a director and has been nominated
for a two-year term expiring in 1997. Information regarding the four nominees
and the five continuing directors whose terms expire in 1996 or 1997 is set
forth below.
The accompanying proxy will be voted for the election of the Board's nominees,
unless contrary instructions are given. If any Board nominee is unable to
serve, which is not anticipated, the persons named as proxies intend to vote for
the remaining Board nominees and, unless the number of directors is reduced by
the Board, for such other person as the Board may designate. All nominees have
indicated that they are willing and able to serve as directors if elected.
[LOGO OF THE ADVEST GROUP, INC.]
<PAGE>
NOMINEES FOR ELECTION TO THE BOARD
NOMINEES FOR THREE-YEAR TERMS EXPIRING AT THE 1998 ANNUAL MEETING OF
STOCKHOLDERS:
GEORGE A. BOUJOUKOS DIRECTOR SINCE 1977
Mr. Boujoukos, age 60, is Executive Vice President-Capital Markets of Advest,
Inc. He joined the Company in 1961.
ANTHONY A. LACROIX DIRECTOR SINCE 1977
Mr. LaCroix, age 65, is Vice-Chairman of the Board of Directors. He joined the
Company in 1964 and became Chief Executive Officer in 1979, serving in that
capacity until his retirement in 1990. Mr. LaCroix served as Chairman of the
Board of Directors from 1982 through December 1993.
CORINE T. NORGAARD DIRECTOR SINCE 1983
Dr. Norgaard, age 57, is Dean of the State University of New York at Binghamton,
School of Management. From 1969 through 1993 she was associated with the
University of Connecticut, School of Business, most recently serving as director
of External Affairs and Development and Professor of Accounting. Dr. Norgaard
is a director of the Aetna Variable Fund, Aetna Encore Fund, Aetna Income Shares
Fund and Aetna Series Fund.
NOMINEE FOR A TWO-YEAR TERM EXPIRING AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS:
SANFORD CLOUD, JR. NOMINEE FOR DIRECTOR
Mr. Cloud, age 50, has been President of the National Conference of Christians
and Jews since April 1994. Prior to that, he was an attorney in private practice
(from 1993 to 1994) and Vice President, Corporate Public Involvement for Aetna
Life and Casualty Company and Executive Director of the Aetna Foundation (from
1986 to 1992). Mr. Cloud is a member of the Board of Directors of Independent
Sector, the Council of Foundations, the Hartford Seminary and the Juvenile
Diabetes Foundation and is Chairman of the Board of the Children's Fund of
Connecticut.
MEMBERS OF THE BOARD CONTINUING IN OFFICE
MEMBERS WHOSE TERMS EXPIRE AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS:
RICHARD G. DOOLEY DIRECTOR SINCE 1983
Mr. Dooley, age 65, served as Executive Vice President and Chief Investment
Officer of Massachusetts Mutual Life Insurance Company from 1978 through his
retirement in 1993. He continues to act as consultant to that company. Mr.
Dooley is a director of Hartford Steam Boiler Inspection & Insurance Co., Kimco
Realty Corp., Jefferies Group, Inc., and certain Massachusetts Mutual-sponsored
investment companies.
JOHN A. POWERS DIRECTOR SINCE 1992
Mr. Powers, age 68, was employed by Heublein Inc. in 1973, becoming President
and Chief Executive Officer in 1983 and Chairman and Chief Executive Officer in
1986. He retired in December 1991 and is presently Chairman Emeritus of
Heublein, Inc. Mr. Powers is a director of Hartford Steam Boiler Inspection and
Insurance Company.
ROBERT L. THOMAS DIRECTOR SINCE 1977
Mr. Thomas, age 57, is President of Boston Security Counsellors, Inc. and
Executive Vice President of Advest, Inc. Mr. Thomas became President of Boston
Security Counsellors, Inc. in 1989. He is a trustee of the Advest Advantage
Family of Funds and the Scottish Widows International Fund.
2
<PAGE>
MEMBERS WHOSE TERMS EXPIRE AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS:
GRANT W. KURTZ DIRECTOR SINCE 1989
Mr. Kurtz, age 52, is Senior Executive Vice President of the Company and
President of Advest, Inc. He joined the Company in 1985 and became Senior
Executive Vice President of the Company and Advest, Inc. in 1988. In October
1990, Mr. Kurtz became President of Advest, Inc. He is a director of Billings
Management Co.
ALLEN WEINTRAUB DIRECTOR SINCE 1977
Mr. Weintraub, age 59, is President, Chief Executive Officer and Chairman of the
Board of the Company and Chief Executive Officer of Advest, Inc. He joined a
predecessor company in 1955 and became President of the Company in 1989, Chief
Executive Officer in 1990 and Chairman of the Board in December 1993. Mr.
Weintraub is a director of Phoenix Real Estate Securities, Inc. and Advest Bank
and a trustee of the Advest Advantage Funds and the Scottish Widows
International Fund.
Messrs. Charles T. Larus and Anthony E. Cascino have resigned as directors
effective on December 31, 1994 and at the Annual Meeting of Stockholders,
respectively. Mr. Larus was formerly President and Chief Executive Officer of
the Company until his retirement in 1979 and has served as director since 1977.
Mr. Cascino has served as director and as Chairman of the Audit Committee since
1980. The Board of Directors of the Company has voted to commend Messrs. Larus
and Cascino, and to express the gratitude of the Company, for their devoted
service on behalf of the Company over these many years.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee, an Audit Committee, a
Nominating Committee and a Stock Option and Compensation Committee.
The Executive Committee, which consists of Messrs. Dooley, Kurtz, LaCroix and
Weintraub and Dr. Norgaard, has authority to act on behalf of the Board of
Directors between the meetings of the Board except with respect to fundamental
changes and certain other major matters.
The Audit Committee, which at the date of this Proxy Statement consists of
Messrs. Cascino (Chairman), Dooley and Powers and Dr. Norgaard, is primarily
responsible for reviewing the scope of the audits conducted by the Company's
independent accountants, analyzing the reports and recommendations of the
accountants, and reviewing various internal audit reports.
The Nominating Committee, which at the date of this Proxy Statement consists of
Messrs. LaCroix (Chairman), Cascino, Dooley and Larus, is responsible for
nominating the slate of directors to be recommended for election to the
Company's Board of Directors at the next-following Annual Stockholders' Meeting.
The Stock Option and Compensation Committee, which at the date of this Proxy
Statement consists of Messrs. Dooley (Chairman), Cascino, Larus and Powers,
determines the compensation of senior management, subject to the authority
reserved to the Board of Directors. The Committee also administers the
Company's incentive bonus plans and stock option plans.
During the fiscal year ended September 30, 1994, the Board of Directors met six
times, the Executive Committee did not meet, the Audit Committee met four times,
the Nominating Committee met once and the Stock Option and Compensation
Committee met twice. Each continuing director other than Ms. Norgaard attended
at least 75% of the aggregate number of meetings of the Board and the committees
on which he or she served.
3
<PAGE>
COMPENSATION OF NON-OFFICER DIRECTORS
Non-officer directors receive an annual retainer of $4,000, a fee of $2,000 for
each meeting of the Board attended and a fee of $750 for each committee meeting
attended. Non-officer committee chairmen receive an additional $500 for each
meeting of such committee which they attend. Non-officer chairmen or Vice
Chairmen of the board receive a fee of $10,000 for each meeting of the Board
attended. If Proposal 2 is approved by stockholders, each non-officer director
will receive on the date of the Annual Meeting an option to purchase 1,500
shares of Common Stock. See "Proposal 2. Non-Employee Director Stock Option
Plan."
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Based on review of copies of such forms
furnished to the Company, or written representations that no Forms 5 were
required, the Company believes that during the fiscal year ended September 30,
1994 all such reporting requirements were complied with in a timely manner.
4
<PAGE>
OWNERSHIP OF THE COMPANY'S COMMON STOCK
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership of the Company's Common
Stock as of November 30, 1994 by each director, each nominee for director, each
executive officer named in the Summary Compensation Table, and all directors,
nominees and executive officers as a group. All individuals named in the table
have sole voting and investment power over the shares reported as owned, except
as otherwise stated.
<TABLE>
<CAPTION>
Number Percentage
Name of Shares(1) of Class
---- ------------ ----------
<S> <C> <C>
Charles P. Bassos 10,004(2)(5) *
Harry H. Branning 5,495(3)(5) *
George A. Boujoukos 142,645(2)(3)(4)(5) 1.68%
Anthony E. Cascino 4,000 *
Sanford Cloud, Jr. 600 *
Richard G. Dooley 5,815(4) *
Grant W. Kurtz 47,344(2)(3)(4)(5) *
Anthony A. LaCroix 60,079(3)(4) *
Charles T. Larus 89,169(4) 1.05%
Corine T. Norgaard 13,710(4) *
John A. Powers 2,000 *
Robert L. Thomas 53,371(2)(5) *
Allen Weintraub 120,068(2)(3)(5) 1.40%
All directors, nominees and executive
officers as a group (15 persons) 630,700(2)(3)(4)(5) 7.31%
</TABLE>
- -------------------
* Less than one percent
(1) As used in this Proxy Statement, "beneficial ownership" means sole or
shared power to vote and/or sole or shared investment power with respect to
shares of Common Stock, or the right to acquire such power within 60 days.
(2) Includes the following numbers of shares subject to options exercisable
within 60 days of November 30, 1993: Messrs. Bassos (10,000), Boujoukos
(7,500), Kurtz (19,000), Thomas (14,500) and Weintraub (35,000), all
directors, nominees and executive officers as a group (108,500).
(3) Includes the following numbers of shares issuable upon conversion of the
Company's 9% Convertible Subordinated Debentures: Messrs. Branning (295),
Boujoukos (368), Kurtz (2,579), LaCroix (7,369) and Weintraub (4,422), all
directors, nominees and executive officers as a group (15,034).
(4) Includes the following numbers of shares (or shares issuable upon
conversion of debentures) owned by, or in joint tenancy with, members of
such persons' immediate families residing in the same household: Messrs.
Boujoukos (5,159), Dooley (5,815), (Kurtz 4,368), LaCroix (7,369) and Larus
(544), Dr. Norgaard (8,976), all directors, nominees and executive officers
as a group (69,268). Includes the following numbers of shares held as
trustee or custodian for the benefit of others: Mr. Larus (1,000), Dr.
Norgaard (3,034), all directors, nominees and executive officers as a group
(4,034). Beneficial ownership of certain of these shares may be disclaimed.
(5) Includes the following numbers of shares held in Advest Thrift Plan ESOP
and 401(k) Accounts: Messrs. Bassos (4), Branning (1,200), Boujoukos
(4,723), Kurtz (665), Thomas (4,642) and Weintraub (4,722), all directors,
nominees and executive officers as a group (29,070). Under that plan,
participants may direct the voting of shares held in their ESOP accounts
but are restricted in their ability to dispose of such shares.
5
<PAGE>
OWNERSHIP BY CERTAIN OTHER PERSONS
The following table sets forth information regarding all persons known to the
Company to be the beneficial owner of more than five percent of the Common Stock
of the Company as of December 2, 1994.
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares of Class
---------------- --------- ----------
<S> <C> <C>
Mr. Peter R. Kellogg
c/o Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271 1,564,500(1) 18.38%
The Advest Thrift Plan
Advest, Inc., as Fiduciary
One Commercial Plaza
Hartford, CT 06103 743,947(2) 8.74%
</TABLE>
- -----------------
(1) Such information as to beneficial ownership is derived in from a Report on
Form 4 for the month of November 1993 filed by Mr. Kellogg. In that Form 4,
Mr. Kellogg reported direct beneficial ownership of 500,000 shares. In
addition, Mr. Kellogg reported indirect beneficial ownership as follows:
910,000 shares held by a corporation of which Mr. Kellogg is the sole
holder of voting stock; 100,000 shares held by Mr. Kellogg's spouse; 20,000
shares held by a non-profit corporation of which Mr. Kellogg is a trustee;
and 34,500 shares held by a firm of which Mr. Kellogg is a senior Managing
Director. Mr. Kellogg disclaimed beneficial ownership of such indirect
holdings. Under an arrangement with the Office of Thrift Supervision, Mr.
Kellogg and certain related parties have agreed that through February 23,
1995 they will vote all shares of the Company's common stock in proportion
to the votes cast by all other shareholders.
(2) Represents shares held by the Advest Thrift Plan of the Company (the "ATP")
in participant ESOP accounts (658,164 shares) and 401(k) accounts (64,633)
and shares issuable upon conversion of the Company's 9% Convertible
Subordinated Debentures held in ATP 401(k) accounts (21,150). Advest, Inc.
acts as trustee for the ATP. Participants may direct the voting of shares
held in their ATP ESOP and 401(k) accounts. Participants may elect to
acquire or dispose of shares held within their ATP 401(k) accounts but not
within their ATP ESOP accounts.
6
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE STOCK OPTION AND COMPENSATION COMMITTEE
The Stock Option and Compensation Committee of the Board of Directors (the
"Committee") determines the compensation of the Chief Executive Officer and
other executive officers named in the Summary Compensation Table set forth
below. The Committee administers the Company's incentive bonus plans and stock
option plans. The Company's compensation philosophies and determinations are
based on the policies described in this report and the industry specific
compensation data collected and analyzed with the assistance of a compensation
consulting firm.
The Company's compensation practices, which relate to all officers including the
Chief Executive Officer, are designed to attract, retain, and reward senior
executives who contribute to the long- and short-term success of the Company's
business. One of the tools used by the Committee to design a competitive
program was a review of compensation packages offered by 11 regional brokerage
firms which are substantially the same firms as those used in constructing the
share performance chart.
The Company's present executive compensation arrangement consists of base
salary, a Management Incentive Plan, and stock option grants. It is customary
in the industry for a substantial majority of total compensation to be provided
to executives through bonus payments and stock vehicles. The Committee's
compensation philosophy is consistent with this industry norm. The Committee
focuses on the compensation program in its entirety considering together all
components.
Following a review of salary levels, during September 1993 the Committee
approved modest base pay increases for fiscal 1994 to reflect the positive
contributions of management to the Company's return to profitability and
increases in the Company's stock price since October 1991, but also to reinforce
the view that significant compensation should be paid only in concert with
significant company financial performance.
Effective July 1, 1994, in response to lower activity in the securities markets
which reduced the Company's profitability, management initiated a salary
reduction program for employees earning in excess of $70,000 annually. This
program reduced pay levels for the Chief Executive Officer and other executive
officers to levels comparable to those prevailing at the end of fiscal 1993. The
Committee accepted these reductions as an appropriate response to changed market
conditions.
The Management Incentive Plan for fiscal 1994 provided for incentive
compensation for executive officers based upon the Company's pretax income over
a specified threshold level. This reflected the Committee's view that enhancing
profitability is important and should be rewarded. Although pretax income during
fiscal 1994 did slightly exceed the threshold level, in light of a decline in
profitability in the latter part of the fiscal year, at management's request, no
incentive compensation was awarded under the Management Incentive Plan.
Following consideration of current levels of Company profitability and stock
price performance, no option grants were made to executive officers during
fiscal 1994. In November 1994 the Board of Directors approved a program which
will permit executive officers to invest up to 7.5% of their pre-tax 1995
compensation in units consisting of one share of Company common stock and one
stock purchase option. The purchase price for each unit will be the closing
price of the common stock on the date of purchase. The shares vest in 1999 and
the options vest and become exercisable for a two-year period beginning in 2001.
If the executive officer's employment ends before vesting, under certain
circumstances the shares and options may be forfeited. This program is intended
to increase the current and potential equity holdings of senior management, link
compensation in part to increased shareholder wealth, motivate management to a
higher level of performance, require the executive group to have a long-term
view of the business, and have a substantial retention element. It offers
substantially the same terms as the Advest Equity Plan which covers certain of
the Company's account executives and other non-executive key employees.
Richard G. Dooley, Chairman
Anthony E. Cascino
Charles T. Larus
John A. Powers
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the compensation committee during fiscal 1994 were Messrs. Dooley
(Chairman), Cascino, Larus and Powers. Mr. Larus previously served as President
and Chief Executive Officer of the Company prior to his retirement in 1979.
Messrs. Cascino and Larus have resigned from the Board of Directors effective at
the Annual Meeting of Stockholders and on December 31, 1994, respectively.
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation earned by or paid or awarded to
the Chief Executive Officer and the next four most highly compensated executive
officers of the Company for all services rendered in all capacities for the
periods shown. As permitted by the transitional provisions of the Securities
and Exchange Commission's amended proxy rules, All Other Compensation is
reported for the 1993 and 1994 fiscal years only. No information is presented
for years prior to the year in which the individual became an executive officer
of the Company.
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
--------------------- ------------
Securities All Other
Fiscal Underlying Compen-
Name and Principal Position Year Salary Bonus Options sation(1)
- --------------------------- ------ -------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allen Weintraub(2) 1994 $289,754 0 0 $6,267
Chief Executive Officer 1993 270,000 $220,000 38,000 7,434
and Chairman of the Board 1992 232,500 0 25,000
of the Company and
Advest, Inc.
Charles P. Bassos(3) 1994 180,880 0 0 6,336
President and Chief Executive 1993 180,000 0 10,000 3,825
Officer of Advest Bank
Harry H. Branning(4) 1994 249,941 50,000 0 6,009
Executive Vice President of
Advest, Inc.
Grant Kurtz(5) 1994 209,000 0 0 8,274
Senior Executive Vice President 1993 200,000 145,000 32,000 5,387
of the Company and President 1992 183,666 0 12,000
of Advest, Inc.
Robert L. Thomas(5) 1994 234,800 26,028 0 7,788
President of Boston Security 1993 234,800 29,010 14,500 5,665
Counsellors, Inc. and 1992 234,800 0 7,500
Executive Vice President
of Advest, Inc.
</TABLE>
- -----------------
(1) Commencing 1/1/93, the Company began contributing to each participating
employee's Advest Thrift Plan 401(k) Account 1.5% of his or her
compensation up to the regulatory compensation limit and an additional
contribution of up to 2% of eligible compensation as a match of an equal
employee contribution. For the named executive officers for fiscal 1993 and
1994, respectively, these amounts were as follows: Messrs. Weintraub
($7,262 and $6,242), Bassos ($3,825 and $6,331), Branning (not applicable
and $5,994), Kurtz ($5,250 and $8,254) and Thomas ($5,502 and $7,763). The
reported amounts for fiscal 1993 and fiscal 1994, respectively, also
include the value of shares of the Company's Common Stock allocated to the
named employees' Advest Thrift Plan ESOP Accounts as follows: Messrs.
Weintraub ($172 and $25), Bassos ($0 and $20), Branning (not applicable and
$15), Kurtz ($137 and $20) and Thomas ($163 and $25).
8
<PAGE>
(2) Mr. Weintraub became Chairman of the Board in December 1993. Mr.
Weintraub is a party to a five-year employment agreement with the Company
dated 2/14/91, and amended 3/19/93, providing for continued employment as
Chief Executive Officer. The agreement provides that Mr. Weintraub's
compensation will be set by the Compensation Committee, but in no event
will his base salary be less than his base salary on 2/14/91, nor will his
share of payments under the Company's Management Incentive Plan be less
than that of any other participant. The agreement further provides that,
upon request by the Board, for a 10-year period following his retirement on
or after age 60 Mr. Weintraub will provide services to the Company as
director, trustee of company-sponsored mutual funds, and consultant for
aggregate fees of up to $90,000 per year. Should his services be
terminated other than for cause, Mr. Weintraub will be entitled to payments
based upon two-thirds of the present value of the remaining fees. Mr.
Weintraub will also receive supplemental benefits each year during that 10-
year period to the extent that, under a formula detailed in the agreement,
the payments under the above provisions together with amounts attributable
to social security income and Company contributions to the Advest Thrift
Plan and its predecessors on his behalf, are less than one-half of his
average base salary over his final three years of full-time employment (or
$130,000, if less). Upon his death, one- half of those amounts may be
payable to his beneficiary.
(3) Mr. Bassos is party to a one-year employment agreement with Advest Bank
dated 12/1/93, providing for continued employment as President of Advest
Bank for an annual base salary of $187,200. Effective 7/1/94, this base
salary was reduced to $169,120 annually under a salary reduction program
applicable to employees earning in excess of $70,000 annually. Had
specified performance targets been met for fiscal 1994 (which were not met)
a bonus of up to $8,000 would have been payable under the Agreement. In the
event that Mr. Bassos ceases to occupy his current positions during the
term of the agreement, under certain circumstances he will be entitled to
severance payments of up to $200,000.
(4) Salary includes a base amount of $150,775 and net commissions on securities
transactions of $99,166. Under an agreement with the Company, Mr. Branning
earned incentive compensation for fiscal 1994 based upon the Company's
earnings per share and revenue growth, as compared to a peer group of
comparable retail brokerage firms, or $50,000, if greater.
(5) During fiscal 1994, the Company established the Executive Post-Employment
Income Plan, a non-qualified defined benefit plan which covers certain
senior executives of the Company designated by the board of directors or
its committee. The plan is designed to provide those senior executives with
income for 10 years after retirement equal to a target percentage of their
final average earnings. The target percentage is 1% for each year of
service with the Company before October 1, 1993 and 1.5% for each year of
service thereafter. The plan will provide supplemental benefits to reach
the target percentage, after taking account of one-half of an assumed level
of social security benefits and the annuity value of the senior executive's
retirement plan accounts attributable to Company contributions and
projected earnings. At September 30, 1994, there were seven participants in
the plan, including Messrs. Kurtz and Thomas. Estimated annual benefits
payable at normal retirement age to these individuals is as follows: Kurtz
($73,755); Thomas ($38,694).
STOCK OPTIONS
During the fiscal year ended September 30, 1994, there were no option grants
made to the executive officers named in the Summary Compensation Table.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following sets forth information as of September 30, 1994 concerning the
value of unexercised options held by the executive officers named in the Summary
Compensation Table. There were no option exercises by those persons during the
fiscal year ended September 30, 1994. The value of unexercised in-the-money
options is calculated by determining the difference between the exercise price
of the options and the fair market value of the shares of Common Stock on
September 30, 1994 ($5.125).
<TABLE>
<CAPTION>
Total Value of
Number of Securities Unexercised in-the-
Shares Underlying Unexercised Money Stock
Acquired on Value Stock Options Held Options Held at
Name Exercise Realized at Fiscal Year-End Fiscal Year-End
---- ----------- -------- --------------------------- -------------------
<S> <C> <C> <C> <C>
Allen Weintraub ___ ___ Exercisable 35,000 $35,575
Unexercisable 38,000 0
Charles P. Bassos ___ ___ Exercisable 7,500 0
Unexercisable 7,500 0
Harry Branning ___ ___ Exercisable 0 0
Unexercisable 2,774 0
Grant Kurtz ___ ___ Exercisable 19,000 13,500
Unexercisable 25,000 0
Robert L. Thomas ___ ___ Exercisable 14,500 8,438
Unexercisable 7,500 0
</TABLE>
9
<PAGE>
SHARE PERFORMANCE CHART
The following chart compares the value of $100 invested in the Company's Common
Stock on September 30, 1989 during the five-year period through September 30,
1994, with a similar investment in the Standard and Poor's 500 Index or in a
peer group consisting of eleven comparable regional securities firms. The chart
assumes reinvestment of any dividends and peer group investment weighted by
relative market capitalization at the beginning of each year. The rightmost
portion of the chart makes the same comparison over the three-year period from
September 30, 1991 to September 30, 1994.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE ADVEST GROUP, INC., S&P 500 INDEX AND PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period THE ADVEST S&P
(Fiscal Year Covered) GROUP, INC. 500 INDEX Peer Group
- --------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-09/30/1989 $100.00 $100.00 $100.00
FYE 09/30/1990 $ 27.63 $ 90.76 $ 73.41
FYE 09/30/1991 $ 41.41 $118.95 $174.49
FYE 09/30/1992 $ 69.51 $132.03 $172.89
FYE 09/30/1993 $ 84.29 $149.12 $288.02
FYE 09/30/1994 $ 60.63 $154.66 $242.64
</TABLE>
COMPARISON OF THREE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE ADVEST GROUP, INC., S&P 500 INDEX AND PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period THE ADVEST S&P
(Fiscal Year Covered) GROUP, INC. 500 INDEX Peer Group
- --------------------- ---------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-09/30/1991 $100.00 $100.00 $100.00
FYE 09/30/1992 $167.86 $111.00 $ 97.22
FYE 09/30/1993 $203.57 $125.36 $161.97
FYE 09/30/1994 $146.43 $130.02 $136.45
</TABLE>
PEER GROUP COMPANIES:
Alex. Brown, Inc.
First Albany Companies, Inc.
Inter-Regional Financial Group
Interstate/Johnson Lane, Inc.
Legg Mason, Inc.
McDonald & Co. Investments, Inc.
Morgan Keegan, Inc.
Piper Jaffray Companies, Inc.
Raymond James Financial, Inc.
Scott & Stringfellow Financial, Inc.
Stifel Financial Corp.
CERTAIN TRANSACTIONS
Several of the Company's subsidiaries, including Advest, Inc. and Advest Bank,
extend credit in the ordinary course of their business. Advest, Inc. is a
registered broker-dealer and extends credit in connection with its customers'
margin accounts under Regulation T of the Federal Reserve Board. Advest Bank is
a Connecticut savings bank which makes residential, consumer and commercial
loans in the ordinary course of its business. Several directors and executive
officers, nominees for director, and members of such persons' families and
entities related to them, have margin accounts with Advest, Inc. or loans from
Advest Bank or both, which are, individually or in the aggregate, in excess of
$60,000. In each case such loans have been made in the ordinary course of
business of Advest, Inc. or Advest Bank, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features.
10
<PAGE>
PROPOSAL 2. 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
In November 1994, the Board of Directors (the "Board") approved the adoption of
the 1994 Non-Employee Director Stock Option Plan (the "Plan"). The following
description is a summary of the Plan as proposed, a copy of which is attached
hereto as Exhibit A. The Plan will become effective upon its approval by the
stockholders of the Company at the Annual Meeting (the "Effective Date").
PURPOSE. The purpose of the Plan is to advance the interests of the Company by
attracting and retaining the continued services of non-employee directors with
the requisite qualifications and by encouraging such directors to secure or
increase on reasonable terms their stock ownership in the Company. The Board
believes that the granting of options (the "Options") under the Plan will
promote continuity of management and increased personal interest in the welfare
of the Company by those who are responsible for shaping and carrying out the
long-range plans of the Company and securing its continued growth and financial
success.
SHARES SUBJECT TO OPTIONS. The aggregate number of shares of the Company's
Common Stock and/or treasury shares (the "Shares") that may be issued pursuant
to the Plan is 50,000, subject to adjustment for stock dividends, stock splits,
recapitalizations, mergers, consolidations, and similar events. If any Options
expire or terminate for any reason without having been exercised in full, such
unpurchased Shares will again be available for the grant of Options. The closing
price per share of the Common Stock as reported on the New York Stock Exchange
on December 9, 1994 was $5.25 per share.
ADMINISTRATION. The Plan will be administered by the Stock Option and
Compensation Committee (the "Committee") which is appointed by the Board. Each
member of the Committee must be a "disinterested person" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Act").
The Committee will have complete authority to interpret the Plan, and to make
all determinations necessary for the administration of the Plan; however, the
Committee will have no discretion to determine the non-employee directors who
will receive Options, the number of Shares subject to Options, the terms upon
which, the times at which, or the periods within which Shares may be acquired,
or the Options may be acquired and exercised. The expenses of the Plan will be
paid by the Company.
ELIGIBILITY. The individuals eligible to receive Options under the Plan are
members of the Board who are not otherwise employees of the Company or any of
its subsidiaries on the date of grant and who have not within twelve months
preceding the date of grant been eligible to receive options under any other
stock plan maintained by the Company (the "Participants"). It is expected that
five persons will be eligible to participate in the Plan as of the Effective
Date.
GRANT OF OPTIONS. Each Participant on the Effective Date of the Plan will
receive an automatic grant of an Option to purchase 1,500 Shares. Directors who
are newly elected to the Board after the Effective Date will receive an
automatic grant of an Option to purchase 1,500 Shares on the date of such
election (or, if elected after August 1 of a calendar year, on the date of the
Annual Meeting of the stockholders of the Company immediately following such
election). On the date of each Annual Meeting subsequent to such grant, each
director who has previously been granted an Option shall automatically be
granted an additional Option to purchase 1,500 shares. Automatic grants will be
made only if the director is a Participant on the applicable date, and will be
reduced pro rata if the number of Shares available for grant under the Plan on
the applicable date is not sufficient to make the automatic grants required
under the Plan.
OPTION PRICE. The initial per Share price to be paid by a Participant upon the
exercise of an Option will be equal to the fair market value of a Share on the
date of grant.
EXERCISE OF OPTIONS. Options under the Plan are exercisable for a period of five
years from the date of grant, however, no Option may be exercised until 30
months after the date of grant, at which time one-third of the Option grant will
be exercisable. An additional one-third of the Option grant will become
exercisable 42 months after the date of grant, and the remaining one-third will
become exercisable 54 months after the date of grant. Participants must furnish
a written notice of intent to exercise an Option. The number of shares which may
be purchased at any one time will be 100 Shares, a multiple thereof, or the
total number at the time purchasable under the Option. The exercise price will
be payable in cash, or by certified check, bank draft, postal or express money
order, by the surrender of Shares then owned by the Participant, or any
combination thereof. No Option may be assigned or transferred except by
11
<PAGE>
will and/or by the laws of descent and distribution. During the life of any
Participant, each Option granted to the Participant may be exercised only by the
Participant.
STOCKHOLDER RIGHTS. A Participant entitled to Shares as a result of the exercise
of an Option shall not be deemed for any purpose to be, or have rights as, a
stockholder of the Company by virtue of such exercise, except to the extent a
stock certificate is issued for such Shares and then only from the date the
certificate is issued.
AMENDMENT AND DURATION. The Board may suspend or discontinue the Plan or revise
it or amend it in any respect whatsoever; except that any amendment requiring
stockholder approval under Rule 16b-3 of the Act may not be made without the
approval of the stockholders of the Company. Under Rule 16b-3 as currently in
effect, stockholder ratification would be necessary if the Board took any of the
following actions: (a) materially increased the aggregate number of Shares which
may be issued under Options pursuant to the Plan; (b) changed the class of
individuals eligible to receive Options; or (c) otherwise materially increased
the benefits accruing to Participants in the Plan. Additionally, the Plan
provides that the provisions of the Plan relating to eligibility and the amount,
timing and terms of grants may not be amended more than once every six months.
Unless sooner terminated by the Board, the Plan will remain in effect through
the fourth annual meeting of the stockholders of the Company after the effective
date. No Options may be granted after the termination of the Plan; however, such
termination will not affect any Options previously granted.
TERMINATION. If a Participant terminates service as a director for any reason
other than disability or death, any outstanding Option held by the Participant
shall terminate on the date of the Participant's termination of service. If a
Participant's service as a director is terminated by disability or death, the
Participant, or the representtive of the Participant's estate or his or her
beneficiaries to whom the Option has been transferred, will have the right to
exercise any outstanding Option until the date on which such Option would
otherwise expire.
FEDERAL INCOME TAX CONSEQUENCES. Upon the exercise of an Option, an optionee
will recognize ordinary compensation income in an amount equal to the excess
over the Option price of the fair market value of the Shares on the date of the
exercise. Any gain or loss recognized by the optionee on the subsequent
disposition of the stock will be capital gain or loss.
The Company will be entitled to a deduction for federal income tax purposes at
the same time and in the same amount as an optionee is required to recognize
ordinary compensation income as described above. To the extent that an optionee
recognizes capital gains as described above, the Company will not be entitled to
a deduction for federal income tax purposes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL 2.
----
12
<PAGE>
PROPOSAL 3. STOCKHOLDER PROPOSAL
The Company has been informed by Mr. John Jennings Crapo, Post Office Box 151,
Porter Square, Cambridge, MA 02140-0002, the owner of 232 shares, that he plans
to present a resolution at the meeting concerning the manner in which directors
are to be elected. The Board of Directors and Management believe that adoption
of this resolution is not in the best interests of the Company and recommends a
vote AGAINST this resolution. An affirmative majority of the votes cast at the
meeting in person or by proxy would be required for adoption of this
resolution. The resolution Mr. Crapo intends to present, and his supporting
statement, as submitted to the Company, are as follows:
"The Board of Directors of THE ADVEST GROUP, INC. ("the Group") present to
shareholders an appropriate amendment to the CERTIFICATE OF INCORPORATION to
provide that at subsequent elections Directors whose terms of office have
expired be elected annually and not by classes as is presently provided.
"Condensation of Supporting Statement
- -------------------------------------
"The Proposal was to have been presented at the January 27, 1994 Stockholder
Meeting. In his January 28, 1994 letter to Mr. Lee G. Kuckro, Secretary of THE
ADVEST GROUP, INC. (the "Group") proponent provided a detailed explanation why
he did not Present the Proposal as planned January 27, 1994. Proponent in his
letter of February 08, 1994 to Mr. Kuckro explained further, Proponent is NOT an
Attorney, Proponent is Not Trained in legal writing, and Proponent is not
represented by a lawyer. Additionally this Friday February 11, 1994 he adds he's
his own clerk-typist.
"Mr. David A. Horowitz, Esquire, Assistant General Counsel of Advest, Inc.
in his letter of February 04, 1994 which was postmarked 08 February 1994 at
Hartford explained Proponent must be briefer.
"The "Connecticut Yankee" of AMTRAK departed Boston January 27, 1994 at 6:35
AM but reached Hartford about noon. It had been scheduled to arrive at 9:27 AM
at Hartford. The train station for proponent is but a five minutes walk from
Sheraton Hotel and since January 27, 1994 was his third introduction of the
proposal he knows the way now from the station to the stockholder meeting site.
Proponent purchased his round trip train ticket at his own expense (of $41)
January 25, 1994. When Proponent was informed train might be late, Conductor
allowed him to use pay phone at Worcester train station to send Mr. Kuckro
Mailgram about 8:13AM informing Mr. Kuckro of the itinerary disruption. The
mailgram was about $35 and like all expenses associated with the Proposal have
---
been at Proponent's expense. Unfortunately the Mailgram contained a misspelling
of the Secretary's last name; Proponent had thought he was clear; he hurried and
was afraid the "Connecticut Yankee" would abruptly leave, leaving him at the
station. Proponent over the years has had his name misspelled but SEC rules do
not permit him giving examples if the GROUP decided to object.
"The Proposal if approved by us shall provide for abolition of staggered
election of Directors, once our Board of Directors take the necessary measures
to insure it shall be completely implemented. Initially the Proposal requests
our Board of Directors to present us an Amendment to the CERTIFICATE OF
INCORPORATION to provide at future elections Directors whose terms of office
have expired be elected annually and not by classes as is presently provided.
After said Amendment is adopted then the steps shall be in place to elect
Directors whose terms are to expire so they shall be elected Annually.
Respectfully yours,
John Jennings Crapo"
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMENDS A VOTE AGAINST THIS PROPOSAL 3,
-------
FOR THE FOLLOWING REASONS:
The Board believes that the longer terms of directors and the longer time
required to elect a majority of the classified Board will help to assure the
continuity and stability of the Company's management and policies, because a
majority of the directors at any given time will have prior experience as
directors of the Company. At least two stockholder meetings, instead of one,
ordinarily will be required to effect a change in the control of the Board. The
classification of the Board of Directors has the effect of making it more
difficult to change the composition of the Board. The Stockholders of the
Company approved a change in the Company's Articles of Incorporation to create a
classified Board of Directors by a vote of 64% of the outstanding shares at the
1989 Annual Meeting.
13
<PAGE>
STOCKHOLDER PROPOSALS FOR FUTURE MEETINGS
Stockholder proposals intended to be presented at the Annual Meeting of
Stockholders in 1996 must be received by the Company at its principal executive
office in Hartford, Connecticut not later than August 20, 1995 in order to be
considered for inclu-sion in the Company's proxy statement and form of proxy
relating to the Annual Meeting of Stockholders in 1996.
RELATIONSHIP WITH AUDITORS
The Board of Directors has selected the firm of Coopers & Lybrand L.L.P.,
independent accountants, as the independent auditors of the Company for the
fiscal year ending September 30, 1995. It is expected that representatives of
Coopers & Lybrand L.L.P. will be present at the Annual Meeting of Stockholders
where they will each have opportunity to make a statement, if they desire to do
so, and to respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters which may be presented for
consideration at the meeting. However, if any other matters properly come
before such meeting, the persons named in the enclosed proxy will vote in
accordance with their best judgment on such matters.
/s/ Lee G. Kuckro
Lee G. Kuckro
Secretary
December 20, 1994
14
<PAGE>
EXHIBIT A
THE ADVEST GROUP, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE. The purpose of this 1994 Non-Employee Director Stock Option Plan
(the "Plan") is to attract and retain the continued services of non-employee
directors of The Advest Group, Inc. (the "Company") with the requisite
qualifications and to encourage such directors to secure or increase on
reasonable terms their stock ownership in the Company. The Board of Directors
of the Company (the "Board") believes that the granting of options (the
"Options") under the Plan will promote continuity of management and increased
personal interest in the welfare of the Company by those who are responsible for
shaping and carrying out the long-range plans of the Company and securing its
continued growth and financial success.
2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective upon its approval
by the stockholders of the Company (the "Effective Date").
3. STOCK SUBJECT TO PLAN. 50,000 in the aggregate of the authorized but
unissued shares of the Company's common stock, $1 par value per share (the
"Shares") and/or treasury shares shall be reserved for issuance upon the
exercise of Options. If any Options expire or terminate for any reason without
having been exercised in full, the unpurchased Shares subject thereto shall
again be available for the grant of Options.
4. ADMINISTRATION. The Plan shall be administered by the Committee referred to
in Section 5 hereof. Subject to the provisions of the Plan, the Committee shall
have complete authority in its discretion to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Committee shall have no discretion to determine the
non-employee directors who will receive Options, the number of Shares subject to
Options, the terms upon which, the times at which or the periods within which
Shares may be acquired or the Options may be acquired and exercised.
5. COMMITTEE. This Plan shall be administered by a Stock Option and Compensation
Committee (the "Committee"), the composition of which shall meet the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
("Rule 16b-3"). The Board, at its pleasure, may remove members from or add
members to the Committee. A majority of Committee members shall constitute a
quorum of members, and the actions of the majority shall be final and binding on
the whole Committee.
6. ELIGIBILITY. An Option may be granted only to members of the Board who are
not otherwise employees of the Company or any of its subsidiaries on the date of
grant and who have not within 12 months preceding the date of grant been
eligible to receive options under any other stock option plan maintained by the
Company (the "Participants").
7. GRANT OF OPTIONS AND OPTION PRICE.
(a) PARTICIPANTS ON THE EFFECTIVE DATE. Each individual who is a Participant
on the Effective Date shall automatically be granted on the Effective
Date an Option to purchase 1,500 Shares.
(b) FUTURE PARTICIPANTS. Directors who are newly elected to the Board after
the Effective Date shall receive an automatic grant of an Option to
purchase 1,500 Shares on the date of such election (or, if elected after
August 1 of a calendar year on the date of the annual meeting of the
stockholders of the Company immediately following such election);
provided, that such automatic grant shall only be made if the director
is a participant on such date, and such automatic grant shall be subject
to pro rata reduction to the extent that the number of Shares subject to
future grant under the Plan is not sufficient to make the full automatic
grants required to be made pursuant to the Plan on such date.
(c) ADDITIONAL GRANTS. Each director who has previously been granted an
Option shall automatically be granted on the date of each annual meeting
of the stockholders of the Company subsequent to such grant an
additional Option to purchase 1,500 Shares; provided, that such
automatic grant shall only be made if
A-1
<PAGE>
the director is a Participant on such date, and such automatic grant
shall be subject to pro rata reduction to the extent that the number of
Shares subject to future grant under the Plan is not sufficient to make
the full automatic grants required to be made pursuant to the Plan on
such date.
(d) PRICE. The initial per Share price to be paid by a Participant upon the
exercise of an Option shall be equal to the fair market value of a Share
on the date of grant. For the purposes hereof, the fair market value of
a Share on any date shall be the closing stock price of a Share as
reported on the New York Stock Exchange on such date, or if no such
prices are available, the fair market value as determined by reasonable
rules to be adopted by the Committee.
8. OPTION PERIOD. Participants shall be granted Options which are exercisable
for a period of 5 years from the date of the granting thereof. Notwithstanding
the foregoing, no Option granted under this Plan shall be exercisable until 30
months after the grant thereof, at which point 1/3 of such Option shall become
exercisable. An additional 1/3 of such Option shall become exercisable 42
months after the grant thereof and the remaining 1/3 of such Option shall become
exercisable 54 months after the grant thereof.
9. EXERCISE OF OPTION. Subject to Section 8, an Option may be exercised in
whole or in part at any time after the date it is granted and only by a written
notice of intent to exercise the Option with respect to a specified number of
Shares and payment to the Company (i) in cash or by certified check, bank draft
or postal or express money order, (ii) by the surrender of Shares then owned by
the Participant, or (iii) partially in accordance with clause (i) and partially
in accordance with clause (ii) of this Section 9, of the amount of the Option
exercise price for the number of Shares with respect to which the Option is then
exercised. The number of Shares which may be purchased at any one time shall be
100 Shares, a multiple thereof, or the total number at the time purchasable
under the Option.
10. TRANSFERABILITY. No Option shall be assignable or transferable except by
will and/or by the laws of descent and distribution and, during the life of any
Participant, each Option granted to the Participant may be exercised only by the
Participant.
11. CEASING TO BE A DIRECTOR.
(a) TERMINATION. If a Participant terminates service as a director for any
reason other than those set forth in clause (b) below, any outstanding
Option held by the Participant shall terminate on the date of such
termination.
(b) DISABILITY OR DEATH. If a Participant's service as a director is
terminated by disability (which condition constitutes total disability
under the federal Social Security Acts) or death, the Participant or
the representative of the Participant's estate or beneficiaries thereof
to whom the Option has been transferred shall have the right to
exercise any outstanding Option until the date on which such Option
would otherwise expire.
12. DURATION OF PLAN. Unless sooner terminated, the Plan shall remain in effect
through the fourth annual meeting of stockholders of the Company after the
Effective Date and shall thereafter terminate. No Options may be granted after
the termination of this Plan; provided, however,that termination of the Plan
shall not affect any Options previously granted, which Options shall remain in
effect until exercised, surrendered or cancelled, or until they have expired,
all in accordance with their terms.
13. CHANGES IN CAPITAL STRUCTURE, etc. In the event of changes in the
outstanding common stock of the Company by reasons of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combination or exchange of
shares, separations, reorganizations, or liquidations, the number of Shares
available under the Plan in the aggregate and the number of Shares as to which
Options may be granted to any Participant shall be correspondingly adjusted by
the Committee. In addition, the Committee shall make appropriate adjustments in
the number of Shares as to which outstanding Options, or portions thereof then
unexercised, shall relate, to the end that the Participant's appropriate
interest shall be maintained as before the occurrence of such event; such
adjustment shall be made without change in the total price applicable to the
unexercised portion of Options and with a corresponding adjustment in the option
price per Share.
A-2
<PAGE>
In addition, if the Company is to be consolidated with or acquired by another
entity in a merger, sale of all or substantially all of the Company's assets or
otherwise (an "Acquisition"), the Committee or the Board of Directors of any
entity assuming the obligations of the Company hereunder, shall, as to
outstanding Options, either (i) make appropriate provision for the continuation
of such Options by substituting on an equitable basis for the Shares then
subject to such Options the consideration payable with respect to the
outstanding Shares in connection with the Acquisition, or (ii) upon written
notice to the optionees, provide that all Options must be exercised, to the
extent then exercisable, within a specified number of days of the date of such
notice, at the end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to the excess of the
fair market value of the Shares subject to such Options (to the extent then
exercisable) over the exercise price thereof.
14. RIGHTS AS SHAREHOLDER. A Participant entitled to Shares as a result of the
exercise of an option shall not be deemed for any purpose to be, or have rights
as, a shareholder of the Company by virtue of such exercise, except to the
extent a stock certificate is issued therefor and then only from the date such
certificate is issued. No adjustments shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued.
15. EXPENSES. The expenses of this Plan shall be paid by the Company.
16. COMPLIANCE WITH APPLICABLE LAW. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to cause to be issued or delivered
any certificates evidencing Shares to be delivered pursuant to the exercise of
an Option, unless and until the Company is advised by its counsel that the
issuance and delivery of such certificates is in compliance with all applicable
laws and regulations of governmental authority. The Company shall in no event
be obligated to register any securities pursuant to the Securities Act of 1933
(as now in effect or as hereafter amended) or to take any other action in order
to cause the issuance and delivery of such certificates to comply with any such
law or regulation. The Committee may require, as a condition of the issuance
and delivery of such certificates and in order to ensure compliance with such
laws and regulations, that the Participant make such covenants, agreements and
representations as the Committee, in its sole discretion, deems necessary or
desirable.
17. APPLICATION OF FUNDS. Any cash proceeds received by the Company from the
sale of Shares pursuant to options will be used for general corporate purposes.
18. AMENDMENT OF THE PLAN. The Board may from time to time suspend or
discontinue this Plan or revise or amend it in any respect whatsoever; except
that any amendment requiring stockholder approval under Rule 16b-3, as such Rule
is in effect on the Effective Date and as it may be subsequently amended, shall
not be made without approval of the stockholders of the Company; and provided,
that the provisions of Sections 6 and 7 of the Plan amy not be amended more than
once every six (6) months, except as otherwise provided in or permitted by Rule
16b-3. No such suspension, discontinuance, revision or amendment shall in any
manner affect any grant theretofore made without the consent of the Participant
or the transferee of the Participant, unless necessary to comply with applicable
law.
A-3
<PAGE>
PROXY THE ADVEST GROUP, INC. PROXY
280 Trumbull Street, Hartford, Connecticut 06103
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING
January 26, 1995
The undersigned stockholder of The Advest Group, Inc. hereby appoints Allen
Weintraub, Lee G. Kuckro and David A. Horowitz or any of them, attorneys, and
proxies for the undersigned, with power of substitution to act for and to vote,
as designated below, with the same force and effect as the undersigned, all
shares of the Company's Common Stock standing in the name of the undersigned at
the Annual Meeting of Stockholders of The Advest Group, Inc. to be held at the
Sheraton Hotel, Civic Center Plaza, Hartford, Connecticut on January 26, 1995 at
10:30 a.m. and any adjournments thereof;
PROPOSAL (1) ELECTION OF FOUR DIRECTORS
[ ] GRANT AUTHORITY to vote for all nominees (except as otherwise specified
below)
[ ] WITHHOLD AUTHORITY to vote for all nominees
George A. Boujoukos Anthony A. LaCroix
Corine T. Norgaard Sanford Cloud, Jr.
(INSTRUCTION: To withhold authority to vote for individual nominee or nominees
print the name of such nominee or nominees on the space provided below)
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A VOTE FOR THE FOLLOWING
---
PROPOSAL (2).
PROPOSAL (2) Approve and adopt the Advest Group, Inc. 1994 Non-Employee Director
Stock Option Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A VOTE AGAINST THE FOLLOWING
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PROPOSAL (3).
PROPOSAL (3) Stockholder proposal to provide that Directors be elected annually
and not by classes as is now provided:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL (4) In their discretion the proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Please sign on reverse side)
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WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
GRANT AUTHORITY TO VOTE FOR ALL NOMINEES FOR DIRECTOR, FOR PROPOSAL (2) AND
AGAINST PROPOSAL (3).
The undersigned hereby acknowledges receipt of notice of said meeting and the
related Proxy Statement.
Please mark, date and sign exactly as name
appears on this proxy. Joint owners should
each sign. If the signer is a corporation,
please sign full corporate name by duly
authorized officer. Executors,
administrators, trustees, etc. should give
full title as such.
If the stockholder giving this proxy
attends the Meeting he may vote in person Dated ___________________ 19___
in lieu of having his proxy voted.
_______________________________
Please sign and return promptly in the
enclosed envelope which requires no postage _______________________________
if mailed in the U.S.A. (Signature of Stockholder)
