<PAGE>
THE ADVEST GROUP, INC.
90 State House Square
Hartford, Connecticut 06103
December 19, 1995
Notice of Annual Meeting and Proxy Statement
The Annual Meeting of Stockholders of The Advest Group, Inc. will
be held Thursday,
January 25, 1996 at 10:30 a.m. at the Sheraton Hotel, Trumbull
Street, Hartford, Connecticut, for the following purposes:
1. To elect four directors;
2. 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 11, 1995 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
Lee G. Kuckro
Secretary
<PAGE>
Proxy Statement
This Proxy Statement is being furnished on or about December 19,
1995 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
25, 1996. Stockholders of record at the close of business on
December 11, 1995 are entitled to notice of and to vote at the
meeting. On that record date, 8,386,691 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 proposal 1. 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). 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.
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 10 and has selected four nominees for election at
the Annual Meeting. Of these nominees, Messrs. Richard G. Dooley,
Robert W. Fiondella and John A. Powers are currently directors
and have been nominated for election to additional three-year
terms expiring in 1999. Mr. William B. Ellis is not currently a
director and has been nominated for a two-year term expiring in
1998. Information regarding the four nominees and the six
continuing directors whose terms expire in 1997 or 1998 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.
<PAGE>
Nominees for Election to the Board for Three-Year Terms
Expiring at the 1999 Annual Meeting of Stockholders
Richard G. Dooley Director since 1983
Mr. Dooley, age 66, 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 and Insurance Company, Kimco Realty
Corp., Jefferies Group, Inc., and certain Massachusetts Mutual-
sponsored investment companies.
Robert W. Fiondella Director from 1984 to 1992 and since January
1995
Mr. Fiondella, age 53, joined the then Phoenix Mutual Life
Insurance Company in 1969. He served as General
Counsel to Phoenix Mutual until his appointment as Executive Vice
President of that corporation in 1983. He is currently the
Chairman, President and Chief Executive Officer of Phoenix Home
Life Mutual Life Insurance Company and a Director of Loctite
Corporation.
John A. Powers Director since 1992
Mr. Powers, age 69, 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. Mr. Powers is a Director of Hartford Steam Boiler
Inspection and Insurance Company.
Nominee for Election to the Board for a Two-Year Term
Expiring at the 1998 Annual Meeting of Stockholders
William B. Ellis Nominee for Director
Mr. Ellis, age 55, is a Senior Fellow at Yale University School
of Forestry and Environmental Studies. Prior to August 1995, he
served as Chairman of the Board of Northeast Utilities and prior
to 1993 he served as Chief Executive Officer of that corporation.
Mr. Ellis is a Director of Nuclear Electric Insurance Limited,
Connecticut Mutual Life Insurance Company, Hartford Steam Boiler
Inspection and Insurance Company and the Greater Hartford Chamber
of Commerce. Mr. Ellis also is a member of the University of
Hartford's Board of Regents and the Board of the Museum of
Natural History of the Smithsonian Institution and is Chairman of
the Board of the Connecticut Capitol Region Growth Council, Inc.
Members of the Board Continuing in Office
Terms Expire at the 1997 Annual Meeting of Stockholders
Sanford Cloud, Jr. Director since January 1995
Mr. Cloud, age 51, has been President and Chief Executive Officer
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 Director of
Yankee Energy Systems, Inc., the Hartford Seminary and the
Juvenile Diabetes Foundation and is Chairman of the Board of the
Children's Fund of Connecticut.
Grant W. Kurtz Director since 1989
Mr. Kurtz, age 53, is President of the Company and 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. and in March
1995 he became President of the Company. Mr. Kurtz is a Director
of the Connecticut Forum and Billings & Co.
Allen Weintraub Director since 1977
Mr. Weintraub, age 60, is Chief Executive Officer and Chairman of
the Board of the Company and 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.
2
<PAGE>
Members of the Board Continuing in Office
Terms Expire at the 1998 Annual Meeting of Stockholders
George A. Boujoukos Director since 1977
Mr. Boujoukos, age 61, is Executive Vice President - Capital
Markets of Advest, Inc. He joined the Company
in 1961.
Anthony A. LaCroix Director since 1977
Mr. LaCroix, age 66, is Vice-Chairman of the Board of the
Company. 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 58, 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 certain Aetna-sponsored investment companies.
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. Weintraub
(Chairman), Dooley, Kurtz and LaCroix 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 consists of Dr. Norgaard (Chairman),
Messrs. Cloud, Dooley and Powers, 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 consists of Messrs. LaCroix
(Chairman), Dooley, Powers and Weintraub and Dr. Norgaard, 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 Nominating
Committee will consider recommendations for director nominations
from shareholders. Shareholders wishing to propose nominees for
consideration should write to Lee G. Kuckro, Secretary, at the
principal executive office of the Company. In addition,
shareholders who wish to nominate candidates for election to the
Board may do so by complying with the nomination requirements of
the Company's By-laws. Information concerning these requirements
may be obtained by writing the Company's Secretary.
The Stock Option and Compensation Committee, which consists of
Messrs. Dooley (Chairman), Cloud, Fiondella and Powers and Dr.
Norgaard, 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, 1995, the Board of
Directors met seven 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 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-employee Directors
Non-employee directors receive an annual retainer of $9,000, a
fee of $2,000 for each meeting of the Board attended and a fee of
$750 for each committee meeting attended. Non-employee committee
chairmen receive an additional $500 for each meeting of that
committee which they attend. Non-employee chairmen or vice
chairmen of the Board receive a fee of $10,000 for each Board
meeting attended. Under the 1996 Non-Employee Director Stock
Purchase Plan (the "1996 Plan"), beginning in 1996 a portion of
the annual retainer and per meeting fee of each non-employee
director (but not less than 50% of the annual retainer for any
director) will be deferred and, at the conclusion of the
applicable deferral period, will be paid in shares of Company
common stock. The number of shares to be paid will be determined
based upon current market value. Shares will be delivered to the
directors after a five-year period or earlier under certain
specified circumstances. Under the 1994 Non-Employee Director
Stock Option Plan, each non-employee director receives on the
date of the Annual Meeting an option to purchase 1,500 shares of
Common Stock. During fiscal 1995, 9,000 options were issued under
this 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, 1995 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, 1995 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.
Number Percentage
Name of Shares(1) of Class
Allen G. Botwinick 24,280 (2)(4)(5)
George A. Boujoukos 146,877 (2)(3)(4)(5) 1.72%
Harry H. Branning 7,840 (3)(5)
Sanford Cloud, Jr. 910 *
Richard G. Dooley 10,815 *
William B. Ellis 1,000 *
Robert W. Fiondella 6,000 *
Grant W. Kurtz 67,199 (2)(3)(4)(5) *
Anthony A. LaCroix 60,079 (3)(4) *
Corine T. Norgaard 13,710 (4) *
John A. Powers 2,000 *
Allen Weintraub 134,814 (2)(3)(5) 1.58%
All directors, nominees and executive
officers as a
group (14 persons) 538,314 (2)(3)(4)(5) 6.24%
* 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, 1995: Messrs.Botwinick
(11,666), Boujoukos (10,000), Kurtz (27,333) and Weintraub
(47,665), all directors, nominees and executive officers as a
group (119,996).
(3) Includes the following numbers of shares issuable upon
conversion of the Company's 9% Convertible Subordinated
Debentures: Messrs. Boujoukos (811), Branning (737), Kurtz
(2,579), LaCroix (7,369) and Weintraub (4,422), all directors,
nominees and executive officers as a group (15,917).
.
(4) Includes the following numbers of shares (or shares issuable
upon conversion of debentures) owned by members of such persons'
immediate families residing in the same household: Messrs.
Botwinick (900), Boujoukos (4,791), Kurtz (4,368) and LaCroix
(7,369), Dr. Norgaard (7,976), 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: Dr. Norgaard (3,034), all directors, nominees and
executive officers as a group (20,614). 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. Botwinick (5,781),
Boujoukos (4,726), Branning (1,801), Kurtz (668) and Weintraub
(4,726), all directors, nominees and executive officers as a
group (25,046).
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 November 30,
1995.
Number Percentage
Name and Address of Shares of Class
Mr. Peter R. Kellogg
c/o Spear, Leeds & Kellogg
120 Broadway
New York, NY 10271 1,564,500 (1) 18.68%
The Advest Thrift Plan
Advest, Inc., as Fiduciary
90 State House Square
Hartford, CT 06103 [744,896] (2) 8.89%
(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. Mr. Kellogg has advised the
Company that, pursuant to an arrangement with the Office of
Thrift Supervision, at the Annual Meeting all of these shares
will be voted 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 ([622,773]
shares) and 401(k) accounts ([86,088])and shares issuable upon
conversion of the Company's 9% Convertible Subordinated
Debentures held in ATP 401(k) accounts ([36,035]) 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.
As of June 1995, based on strengthened Company performance,
salary reductions that had been mead in June 1994 were revised
and salaries for the Chief Executive Officer and other executive
officers were reinstated at their pre-reduction levels.
The Management Incentive Plan for fiscal 1995 provided for
incentive compensation for executive officers based upon the
Company's pretax income over specified threshold performance
levels. This reflected the Committee's view that continued
enhancement of profitability is very important and should be
rewarded.
Pretax income during fiscal 1995 did exceed the threshold level.
As such, based on the plan formula, amounts were paid to the
Chief Executive Officer and other executive officers as shown in
the accompanying table. At senior management's request, some of
the amount calculated from the formula for their awards was used
to reward to other significant contributors to the Company's
performance.
Also in consideration of the Company's profitability and stock
price performance, option awards for the Chief Executive Officer
and other executive officers that had been considered for grant
in 1994 but were deferred at that time were granted in 1995.
Those awards further support the Company's and Committee's belief
that a significant portion of management's compensation should be
based on the Company's financial performance.
During November 1995, the Committee approved modifications to
retirement benefits payable to the Chief Executive Officer and
certain of the other executive officers named in the Summary
Compensation Table, as outlined in the notes to that table. These
modifications increase the level of benefits payable from the
plans following retirement, in recognition of continued strong
Company performance, but do so by including a portion of bonuses
(up to 25% of base pay) in the formula for benefit calculations.
In this way, larger retirement benefits will only be paid if
Company and individual performance are strong.
Richard G. Dooley, Chairman
Sanford Cloud, Jr.
Robert W. Fiondella
Corine T. Norgaard
John A. Powers
7
<PAGE>
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. 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(1) Bonus Option sation(2)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Allen Weintraub(3) 1995 $270,012 $365,000 38,000 $5,250
Chief Executive Officer 1994 289,754 0 0 6,267
and Chairman of the Board 1993 270,000 220,000 38,000 7,434
of the Company and Advest, Inc.
Grant W. Kurtz(5) 1995 197,625 260,000 25,000 5,237
President of the Company 1994 209,000 0 0 8,274
and Advest, Inc. 1993 200,000 145,000 32,000 5,387
Harry H. Branning 1995(4) 204,475 118,000 12,000 5,250
Executive Vice President 1994(4) 249,941 50,000 0 6,009
of Advest, Inc.
George A. Boujoukos(5) 1995 167,250 140,000 7,500 5,101
Executive Vice President - 1994 175,750 0 0 8,132
Capital Markets of
Advest, Inc. 1993 179,000 75,000 7,500 4,871
Allen G. Botwinick(5) 1995 127,313 130,000 12,500 4,459
Executive Vice President - 1994 133,374 0 0 6,929
Administration and Operations
of the Company and
Advest, Inc. 1993 127,641 82,500 12,500 4,318
</TABLE>
(1) Includes the portion of pre-tax compensation invested in the
Company's common stock and options by the executive officers
under a program offered senior executive officers during fiscal
1995. The program (which is substantially similar to the Advest
Equity Plan) allows executive officers to invest up to 7.5% of
their pre-tax compensation in units consisting of one share of
Company common stock and one stock purchase option. The purchase
price for the units is equal to the fair market value of the
common stock. Option grants under this program will be made in
January 1996 and are not reflected in the compensation
information for fiscal 1995 set out in this Proxy Statement. If
the executive officer's employment ends before the shares vest
(in 1999) or the options vest (in 2001), under certain
circumstances the shares and/or options may be forfeited.
(2) Includes direct and matching cash contributions made by the
Company (together with a small amount of share allocations as a
result of participant forfeitures) to the Advest Thrift Plan
Accounts of the executive officers through 9/30/95.
8
<PAGE>
(3) Mr. Weintraub is a party to an employment agreement with the
Company dated 2/14/91, and restated as of 11/30/95, providing for
continued employment as Chief Executive Officer through 2/13/99.
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 for aggregated fees of $90,000 per year
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 and consultant . 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 the sum of his average base salary and
bonus (disregarding any bonus over 25% of base salary) over his
final three years of full-time employment (or $200,000, if less).
Upon his death, one-half of those amounts may be payable to his
beneficiary.
(4) Salary for 1995 and 1994 include net commissions on
securities transactions of $60,000 and $99,166, respectively.
Under agreements with the Company, Mr. Branning earned incentive
compensation during fiscal 1995 based upon earnings per share,
return on equity and satisfaction of certain predetermined job
goals and 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) The named executive officer is a participant in the
Company's Executive Post-Employment Income Plan, a non-qualified
defined benefit plan established by the Company in fiscal 1994
and modified in December 1995, 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 compensation. Average
compensation includes base pay and bonus (disregarding any bonus
in excess of 25% of base compensation) and is measured over the
highest three consecutive years during the 10 years prior to
retirement. 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, 1995, there were six participants in the plan.
Estimated annual benefits payable at normal retirement age to the
named executive officers is as follows: Kurtz ($87,435),
Botwinick ($35,878), Boujoukos ($25,446).
Option Grants in Last Fiscal Year
The following table summarizes option grants made during the
fiscal year ended September 30, 1995 to the executive officers
named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Individual Grants
---------------------------
% of Total Potential Realizable
Number of Options Value at Assumed
Securities Granted to Annual Rates of Stock
Underlying Employees Exercised Price Appreciation for
Option Term(2)
Options In Fiscal Price Expiration ------------------
Name Granted Year ($/Share) Date 5% 10%
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Allen Weintraub 38,000 24.28% $6.00 3/15/00 $62,992 $139,196
Grant Kurtz 25,000 15.97% 6.00 3/15/00 41,442 91,577
Harry H. Branning 12,000 7.67% 6.00 3/15/00 19,892 43,957
George Boujoukos 7,500 4.79% 6.00 3/15/00 12,433 27,473
Allen G. Botwinick 12,500 7.99% 6.00 3/15/00 20,721 45,788
</TABLE>
(1) All option grants were made pursuant to The Advest Group,
Inc. 1993 Stock Option Plan (the "Plan") with an exercise price
equal to the closing price per share of the Company's Common
Stock on the date of the grant. All options were granted on
3/16/95 and become exercisable in equal thirds 30, 42 and 54
months following their date of grant. At 9/30/95, 323,834 options
were available for grant under the shareholder-approved option
plan of the Company.
(2) The assumed rates of annual appreciation are calculated from
the date of grant through the last date the option may be
exercised. At a 5% rate of appreciation, the Common Stock would
have a market value of $7.66 at the expiration of options. At a
10% rate of appreciation, the Common Stock would have a market
value of $9.66 at the expiration of options. While all options
had an exercise price at the date of grant equal to the current
fair market value, at the 9/30/95 fiscal year end of the Company
the market value of the Common Stock had risen to $9.125. Actual
gains, if any, on stock option exercises and Common Stock
holdings are dependent on the future performance of the Common
Stock and overall stock market conditions and may be more or less
than the values reflected in either column.
9
<PAGE>
Option Exercises and Fiscal Year-End Values
The following sets forth information as of September 30, 1995
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, 1995. 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, 1995 ($9.125).
<TABLE>
<CAPTION>
Number of Total Value of
Securities Unexecised
Underlying in - the -
Shares Unexercised Money Stock
Acquired on Value Stock Options Options at
Name Exercise Realized at Fiscal Year-End Fiscal Year-End
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Allen Weintraub ___ ___ Exercisable 47,665 $211,987
Unexercisable 63,335 191,588
Harry H. Branning ___ ___ Exercisable 0 0
Unexercisable 14,774 47,832
Grant W. Kurtz ___ ___ Exercisable 27,333 109,082
Unexercisable 41,667 126,043
George A. Boujoukos ___ ___ Exercisable 10,000 46,250
Unexercisable 12,500 39,063
Allen G. Botwinick ___ ___ Exercisable 11,666 50,415
Unexercisable 20,834 63,023
</TABLE>
10
<PAGE>
Share Performance Chart
The following chart compares the value of $100 invested in the
Company's Common Stock on September 30, 1990 during the five-year
period through September 30, 1995, 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.
Comparison of five year cumulative total return among the Advest
Group, Inc., S&P 500 index and peer group
Perfomance 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 - 09/30/1990 $100.00 $100.00 $100.00
FYE 09/30/1991 $150.00 $100.00 $100.00
FYE 09/30/1992 $252.00 $233.00 $146.00
FYE 09/30/1993 $305.00 $388.00 $165.00
FYE 09/30/1994 $219.00 $327.00 $171.00
FYE 09/30/1995 $391.00 $531.00 $221.00
</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.
11
<PAGE>
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.
STOCKHOLDER PROPOSALS FOR FUTURE MEETINGS
Stockholder proposals intended to be presented at the Annual
Meeting of Stockholders in 1997 must be
received by the Company at its principal executive office in
Hartford, Connecticut not later than
August 20, 1996 in order to be considered for inclusion in the
Company's proxy statement and form of proxy relating to the
Annual Meeting of Stockholders in 1997.
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, 1996. 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.
Lee G. Kuckro
Secretary
December 19, 1995
12
<PAGE>
PROXY THE ADVEST GROUP, INC.
PROXY
280 Trumbull Street, Hartford, Connecticut 06103
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING
January, 27, 1994
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 25, 1996 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
Richard G. Dooley William B. Ellis
Robert W. Fiondella John A. Powers
(INSTRUCTION: To withhold authority to vote for individual nominee or
nominees print the name of such nominee or nominees on the space provided
below.)
_________________________________________________________________________
__
Proposal (2) 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)
<PAGE>
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.
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 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.
Dated_____________________________ 19_____
__________________________________________
__________________________________________
(Signature of Stockholder)
