<PAGE>
ADVEST
Serving Investors Since 1898
THE ADVEST GROUP, INC.
90 State House Square
Hartford, Connecticut 06103
December 20, 1996
Notice of Annual Meeting and Proxy Statement
The Annual Meeting of Stockholders of The Advest Group, Inc. will be held
Thursday, January 30, 1997 at 10:30 a.m. at The Court Room of the Old State
House, 800 Main Street, Hartford, Connecticut 06103, 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, 1996
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>
ADVEST
Serving Investors Since 1898
Proxy Statement
This Proxy Statement is being furnished on or about December 20, 1996 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 30, 1997. Stockholders of record at
the close of business on December 11, 1996 are entitled to notice of and to
vote at the meeting. On that record date, 8,392,396 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. The nominees are Sandy Cloud,
Jr., Grant W. Kurtz, Barbara L. Pearce and Allen Weintraub. Each of these
nominees is currently a director and has been nominated for election to an
additional three-year term expiring in 2000. Information regarding the four
nominees and the six continuing directors whose terms expire in 1998 or 1999 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 2000 Annual Meeting of Stockholders
Sanford Cloud, Jr. Director since 1995
Mr. Cloud, age 52, 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 54, 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 Billings & Co., The Hannah Consulting Group, Inc., The Connecticut
Council on Economic Education, The Connecticut Forum and The Boys & Girls Clubs
of Hartford Inc.
Barbara L. Pearce Director since November 1996
Ms. Pearce, age 42, has been President of H. Pearce Real Estate Company, a full-
service real estate firm located in New Haven, Connecticut, since 1981. Ms.
Pearce is President of the Board of Long Wharf Theatre, Chairman of the Greater
New Haven Leadership Council, and Treasurer of The Foote School.
Allen Weintraub Director since 1977
Mr. Weintraub, age 61, 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.
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 62, is Executive Vice President - Capital Markets of Advest,
Inc. He joined the Company in 1961.
William B. Ellis Director since January 1996
Mr. Ellis, age 56, 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 Catalytica Combustion Systems,
Inc., Hartford Steam Boiler Inspection and Insurance Company, Massachusetts
Mutual Life Insurance Company, the Connecticut Capital Region Growth Council,
Inc., and the Greater Hartford Chamber of Commerce. He is also a member of the
University of Hartford's Board of Regents, the Board of the National Museum of
Natural History of the Smithsonian Institution and the Conservation Science
Advisory Board of The Nature Conservancy.
Anthony A. LaCroix Director since 1977
Mr. LaCroix, age 67, 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.
2
<PAGE>
Members of the Board Continuing in Office
Terms Expire at the 1999 Annual Meeting of Stockholders
Richard G. Dooley Director since 1983
Mr. Dooley, age 67, 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,
Investment Technology Group, Inc., Jefferies Group, Inc., Kimco Realty
Corp.,and certain Massachusetts Mutual-sponsored investment companies.
Robert W. Fiondella Director since 1984
Mr. Fiondella, age 54, 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. Mr. Fiondella
served on the Board from 1984 to 1992 and from January 1995 to the present.
John A. Powers Director since 1992
Mr. Powers, age 70, 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.
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, 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 Messrs. Powers (Chairman), Cloud, Dooley
and Ellis and Ms. Pearce, 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, 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, Ellis, Fiondella 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.
3
<PAGE>
During the fiscal year ended September 30, 1996, 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 attended at least 75% of the
aggregate number of meetings of the Board and the committees on which he or she
served.
Compensation of Non-employee Directors
Non-employee directors receive an annual retainer of $10,000, a fee of $2,000
for each meeting of the Board attended and a fee of $750 for each committee
meeting or informational 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 Non-Employee Director Equity
Plan, 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) is
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
based on market value at the time of deferral. 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, as
modified in September 1996, each non-employee director receives on the date of
the Annual Meeting an option to purchase 2,500 shares of Common Stock.
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,
1996 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, 1996 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
---- ------------ --------
Murray M. Beach 21,444 (2)(4)(5) *
George A. Boujoukos 148,471 (2)(3)(4)(5) 1.74%
Harry H. Branning 12,257 (2)(3)(5)
Sanford Cloud, Jr. 1,358 *
Richard G. Dooley 11,163 *
William B. Ellis 1,348 *
Robert W. Fiondella 7,292 *
Grant W. Kurtz 78,759 (2)(3)(4)(5) *
Anthony A. LaCroix 53,179 (3)(4) *
Barbara L. Pearce 100 *
John A. Powers 2,348 *
Allen Weintraub 131,804 (2)(3)(5) 1.54%
All directors, nominees and
executive officers as a
group (14 persons) 568,552 (2)(3)(4)(5) 6.67%
* 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.
Individual totals include the following shares deliverable under Advest equity
plans: Beach (1,180); Boujoukos (3,381); Branning (2,945); Cloud (227); Dooley
(227); Ellis (227); Fiondella (454); Kurtz (4,746); Powers (227); Weintraub
(4,832); all directors, nominees and executive officers as a group (20,566).
(2) Includes the following shares subject to options exercisable within 60
days of November 30, 1996: Messrs. Beach (15,000), Boujoukos (5,000), Branning
(1,774), Kurtz (18,666) and Weintraub (25,333), all directors, nominees and
executive officers as a group (90,772).
(3) Includes the following 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 shares (or shares issuable upon conversion of
debentures) owned by members of such persons' immediate families residing in
the same household: Messrs. Beach (321), Boujoukos (4,791), Kurtz (4,368) and
LaCroix (7,369), all directors, nominees and executive officers as a group
(17,750). Beneficial ownership of certain of these shares may be disclaimed.
(5) Includes the following shares held in Advest Thrift Plan ESOP and 401(k)
Accounts: Messrs. Beach (664), Boujoukos (4,726), Branning (2,801), Kurtz (668)
and Weintraub (4,726), all directors, nominees and executive officers as a
group (27,589).
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 29, 1996.
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) 18.62%
The Advest Thrift Plan
Advest, Inc., as Fiduciary
90 State House Square
Hartford, CT 06103 692,759 (2) 8.24%
(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 (581,552 shares) and 401(k) accounts
(87,699)and shares issuable upon conversion of the Company's 9% Convertible
Subordinated Debentures held in ATP 401(k) accounts (23,508) 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.
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
equity 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.
6
<PAGE>
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.
Consistent with the Company's and Committee's belief that a significant portion
of management's compensation should be based on the Company's financial
performance, no changes were made to base salaries for the Chief Executive
Officer and other executive officers during fiscal 1996.
The Management Incentive Plan for fiscal 1996 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 1996 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 other significant contributors to the Company's
performance. To encourage increased equity ownership among management
personnel, and to create an additional incentive for long-term retention, a
portion of the Management Incentive Plan compensation for fiscal 1996 was paid
to the executive officers in the form of restricted stock grants.
Also during fiscal 1996 option grants were made to the Chief Executive Officer
and other executive officers. In addition to the option grants made at the
commencement of the year, which were described in last year's compensation
committee report, these awards included option grants made in connection with
the deferral by the executive officer of a portion of their compensation to be
invested in restricted stock under the Executive Equity Program. Those option
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. These modifications
increased the level of benefits payable from the plans following retirement, in
recognition of continued strong Company performance, but did 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.
William B. Ellis
Robert W. Fiondella
John A. Powers
7
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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
------------------ -----------------------
Restricted Securities All Other
Fiscal Stock Underlying Compen-
Name and Principal Position Year Salary(1) Bonus(1) Awards($)(2) Options sation(3)
- ---------------------------- ----- --------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Allen Weintraub(4) 1996 $299,488 $548,000 $142,000 34,062 $6,000
Chief Executive Officer 1995 270,012 $365,000 0 38,000 5,250
and Chairman of the Board 1994 289,754 0 0 0 6,267
of the Company and Advest, Inc.
Grant W. Kurtz(5) 1996 214,088 390,000 105,000 28,985 6,013
President of the Company 1995 197,625 260,000 0 25,000 5,237
and Advest, Inc. 1994 209,000 0 0 0 8,274
Harry H. Branning(6) 1996 220,000 237,681 0 12,002 6,000
Executive Vice President 1995 204,475 118,000 0 12,000 5,250
of Advest, Inc. 1994 249,941 50,000 0 0 6,009
George A. Boujoukos(5) 1996 180,000 210,000 55,000 8,741 6,298
Executive Vice President - 1995 167,250 140,000 0 7,500 5,101
Capital Markets of 1994 175,750 0 0 0 8,132
Advest, Inc.
Murray M. Beach(7) 1996 150,000 314,779 0 10,705 6,079
Senior Vice President --
Corporate Finance of
Advest, Inc.
</TABLE>
(1) Includes the portion of pre-tax compensation invested in the Company's
common stock and options by the executive officers at their election under the
Executive Equity Program. This program (which is substantially similar to the
Advest Equity Plan offered to certain other employees) 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 with respect to calendar 1995 were made
on January 1, 1996 and are included in the Securities Underlying Options for
fiscal 1996. Option grants with respect to calendar 1996 deferrals will be
made in January 1997 and are not reflected in the compensation information for
fiscal 1996 set out in this Proxy Statement. If the executive officer's
employment ends before the shares vest (in 1999 or 2000, respectively), or the
options vest (in 2001 or 2002, respectively), under certain circumstances the
shares and/or options may be forfeited.
(2) Includes a grant of restricted stock delivered under the Executive Equity
Program on a mandatory basis. These grants were under a modification of the
Management Incentive Plan (MIP) providing for delivery of restricted stock
valued at current market in lieu of a cash bonus. If the executive officer's
employment ends before the shares vest in 2001, under certain circumstances the
shares may be forfeited.
(3) Includes direct and matching cash contributions made by the Company to the
Advest Thrift Plan Accounts of the executive officers through 9/30/96.
8
<PAGE>
(4) 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 MIP be less than that of any other
participant. The agreement further provides that for aggregate fees of $90,000
per year, upon request by the Board, for a 10-year period following his
retirement Mr. Weintraub will provide services to the Company as director and
consultant. Mr. Weintraub will also receive supplemental benefits each year
during that 10-year period to the extent that 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). These amounts may also be paid in
an alternative form of equivalent value upon Mr. Weintraub's election.
(5) The named executive officer is a participant in the Company's 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.
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
10/1/93 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 9/30/96 there were six participants in
the plan. Estimated annual benefits payable at normal retirement age to the
named executive officers is as follows: Kurtz ($78,443), Boujoukos ($20,431).
(6) Mr. Branning's salary for 1996, 1995 and 1994 include net commissions on
securities transactions of $60,000, $60,000 and $99,166, respectively. Under
agreements with the Company, Mr. Branning earned incentive compensation during
fiscal 1996 based upon the Company's net income and satisfaction of certain
predetermined job goals, for 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 $50,000, if
greater).
(7) Mr. Beach earned incentive compensation during fiscal 1996 based upon the
profitability of the Corporate Finance Department and the satisfaction of
certain predetermined job goals.
Option Grants in Last Fiscal Year
The following table summarizes option grants made during the fiscal year ended
September 30, 1996 to the executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
Individual Grants (1)
-----------------------------------------------
Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation for
Underlying Employees Exercise Option Term(2)
Options In Fiscal Price Expiration ----------------------
Name Granted Year ($/Share) Date 5% 10%
- ---------------- ---------- ---------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Allen Weintraub 30,000 6.98% $9.00 11/29/00 $74,594 $164,835
4,062 0.95 $9.50 12/31/02 $13,123 $ 29,773
Grant Kurtz 25,000 5.82% $9.00 11/29/00 $62,162 $137,362
3,985 0.93 $9.50 12/31/02 $12,875 $ 29,209
Harry H. Branning 10,000 2.33% $9.00 11/29/00 $24,865 $ 54,945
2,002 0.47 $9.50 12/31/02 $ 6,468 $ 14,674
George Boujoukos 6,000 1.40% $9.00 11/29/00 $14,919 $ 32,967
2,741 0.64 $9.50 12/31/02 $ 8,855 $ 20,091
Murray M. Beach 10,000 2.33% $9.00 11/29/00 $24,865 $ 54,945
705 0.16 $8.50 12/31/02 $ 2,098 $ 4,759
</TABLE>
(1) All option grants were made pursuant to The Advest Group, Inc. 1993 Stock
Option Plan, except that the grant to Mr. Beach of 705 shares was made under
the 1995 Equity Plan. All grants were made with an exercise price equal to the
closing price per share of the Company's Common Stock on the date of the grant.
Options expiring on 11/29/00 become exercisable in equal thirds 30, 42 and 54
months following their 11/30/95 date of grant. Options expiring on 12/31/02
become exercisable in their entirety on 1/1/01. Option holders may use
previously owned shares to pay all or part of the exercise price.
(2) The assumed rates of annual appreciation are calculated from the date of
grant through the last date the option may be exercised. 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 summarizes option exercises during the fiscal year ended
September 30, 1996 by the Executive Officers named in the Summary Compensation
Table and the value of their unexercised options at September 30, 1996. 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, 1996 ($9.75).
<TABLE>
<CAPTION>
Number of Total Value of
Securities Unexercised
Underlying in - the -
Unexercised Money Stock
Stock Options Options at
at Fiscal Year-End Fiscal Year-End
Acquired on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Allen Weintraub 35,000 $203,075 25,333 84,729 $ 91,832 $220,940
Harry H. Branning 0 0 0 26,776 0 68,412
Grant W. Kurtz 17,000 74,125 18,666 62,319 68,664 150,452
George A. Boujoukos 0 0 12,500 18,741 62,187 44,401
Murray M. Beach 0 0 15,000 20,705 71,175 48,469
</TABLE>
10
<PAGE>
Share Performance Chart
The following chart compares the value of $100 invested in the Company's Common
Stock on September 30, 1991 during the five-year period through September 30,
1996, 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.
[Performance graph appears here: comparison of five year cumulative total
return among the Advest Group, Inc., S&P 500 index and peer group]
<TABLE>
<CAPTION>
Measurement Period The Advest S&P
(fiscal year covered) Group, Inc. Peer Group 500 Index
- ---------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Measurement Pt - 09/30/1991 $100 $100 $100
FYE 09/30/1992 168 98 111
FYE 09/30/1993 204 164 125
FYE 09/30/1994 146 138 130
FYE 09/30/1995 261 224 169
FYE 09/30/1996 279 249 203
</TABLE>
Peer Group Companies:
Alex. Brown, Inc. Morgan Keegan, Inc.
First Albany Companies, Inc. Piper Jaffray Companies, Inc.
Inter-Regional Financial Group Raymond James Financial, Inc.
Interstate/Johnson Lane, Inc. Scott & Stringfellow Financial, Inc.
Legg Mason, Inc. Stifel Financial Corp.
McDonald & Co. Investments, Inc.
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 1998 must be received by the Company at its principal executive
office in Hartford, Connecticut not later than August 21, 1997 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 1998.
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, 1997. 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 20, 1996
12
<PAGE>
PROXY PROXY
THE ADVEST GROUP, INC.
90 State House Square, Hartford, Connecticut 06103
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING
JANUARY 30, 1997
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 Court Room of the Old State House, 800 Main Street,
Hartford, Connecticut on January 30, 1997 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
Sanford Cloud, Jr. Grant W. Kurtz Barbara L. Pearce Allen Weintraub
(INSTRUCTIONS: 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)
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 Dated________________ 19____
person in lieu of having his proxy voted. ___________________________
___________________________
Please sign and return promptly in the (Signature of Stockholder)
enclosed envelope whichrequires no
postage if mailed in the U.S.A.
