SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-8408
THE ADVEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0950444
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
90 State House Square
Hartford, Connecticut 06103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 509-1000
NONE
Former name, former address and former fiscal year, if changed since
last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value 8,922,556 Shares
Class Outstanding at August 5, 1999
<PAGE>
THE ADVEST GROUP, INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, 1999 and September 30, 1998 3
Condensed Consolidated Statements of Earnings
Three and Nine Months Ended June 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows
Nine Months Ended June 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Part II. Other Information
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 16
2
<PAGE>
Exhibit 10(a)
THE ADVEST GROUP, INC.
90 State House Square
Hartford, CT 06103
April 1, 1999
Mr. Grant W. Kurtz
President and Chief Executive Officer
The Advest Group, Inc.
90 State House Square
Hartford, CT 06103
Re: Amendment to Employment Agreement
Dear Grant:
The Human Resources Committee of the Board of Directors of The Advest
Group, Inc. ("Advest") has adopted a resolution authorizing me to send you
this letter amending the terms of the Employment Agreement between Advest and
you dated October 1, 1997 (the "Employment Agreement"). Except to the extent
modified below, the Employment Agreement shall remain in full force and
effect.
The Employment Agreement is amended as follows:
1. Paragraph 1 is amended by deleting the word "President" where it
appears and replacing it with "Chief Executive Officer," and by deleting in
its entirety the phrase "reporting to and under the direction of the Chief
Executive Officer."
2. Paragraph 2 is amended by deleting the date "September 30, 2002"
where it appears and replacing it with the date "September 30, 2004."
3. Paragraph 3 is amended by deleting the phrase "other than the
Chief Executive Officer" where it appears in the final sentence.
<PAGE>
Mr. Grant W. Kurtz
April 1, 1999
Page 2
4. Clauses (i) and (ii) of paragraph 5(a) are amended by deleting the
word "President" where it appears in each clause and replacing it with "Chief
Executive Officer."
Please sign the enclosed acknowledgement copy of this letter confirming
your agreement with the terms of this letter.
Very truly yours,
/s/ Richard G. Dooley
Richard G. Dooley
Chairman, Human Resources Committee
for the Board of Directors
By signing below I confirm my agreement
with the terms of this letter.
/s/ Grant W. Kurtz
________________________________
Grant W. Kurtz
<PAGE>
Exhibit 10(b)
Second Amendment to
The Advest Group, Inc.
Nonqualified Executive Post-Employment
Income Plan
THIS SECOND AMENDMENT to The Advest Group, Inc. Nonqualified Executive
Post-Employment Income Plan (the "Plan") is made effective as of June 3,
1999.
W I T N E S S E T H
WHEREAS, the Plan was adopted effective October 1, 1993 for a select
group of highly compensated senior executives to ensure that the overall
effectiveness of the Company's compensation program will attract, retain and
motivate qualified senior executives;
WHEREAS, the Plan was amended by action of the Board of Directors
effective October 1, 1995; and
WHEREAS, the Company believes that it is now appropriate to amend the
Plan to provide for enhanced benefits for such executives contingent upon
performance-related compensation they earn in the future, and to make other
changes as specified below;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Effective as of October 1, 1999, Section 1.10 of the Plan is
modified in its entirety to read as follows:
1.10 "Compensation" for any Participant for
any year means the sum of all base pay and bonus
(but disregarding any bonus exceeding 50% of base
salary) paid to the Participant during the year,
including in that calculation any salary deferrals
under a plan intended to meet the requirements of
either Section 401(k) or Section 125 of the Internal
Revenue Code.
2. Section 2.1 of the Plan is modified in its entirety to read as
follows:
2.1 Eligibility. A senior executive employee of
the Company or any affiliated corporation is eligible
to become a Participant in the Plan; provided such
employee is designated as a Participant by the Board of
Directors or the Human Resources Committee or equivalent
committee of the Board of Directors. Once an employee
becomes a Participant, such employee shall remain a
Participant until termination of employment with the
Company and thereafter until all benefits, if any, to
which such employee or such employee's Beneficiary is
entitled under the plan have been paid. Notwithstanding
<PAGE>
the foregoing, the Board of Directors or Human Resources
Committee or equivalent committee may at any time limit a
Participant's Annual Benefit to the Annual Benefit accrued
as a specified date no earlier than the date action is
taken. In such event, the Annual Benefit will be calculated
as though the Commencement Date occurred on the specified
date. Payment of Annual Benefits will commence on the
Commencement Date determined in accordance with Section 3.1.
3. In all other respects the Plan remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
effective as of the date first written above.
THE ADVEST GROUP, INC.
By: _______________________________
Grant W. Kurtz
Chief Executive Officer
2
2
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