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[ADVEST LOGO]
THE ADVEST GROUP, INC.
90 State House Square
Hartford, Connecticut 06103
December 22, 1999
Notice of Annual Meeting and Proxy Statement
The Annual Meeting of Stockholders of The Advest Group, Inc. will be held
Thursday, January 27, 2000 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 adopt the 1999 Stock Option Plan;
3. To adopt the 2000 Non-Employee Director Stock Option Plan;
4. To vote on the stockholder proposal described in the attached
Proxy Statement, if the proposal is presented at the meeting;
and
5. 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 10, 1999
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
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[ADVEST LOGO]
Proxy Statement
This Proxy Statement is being furnished on or about December 22, 1999 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 27, 2000. Stockholders of record at the close of
business on December 10, 1999 are entitled to notice of and to vote at the
meeting. On that record date, 8,929,124 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, 2 and 3 and against proposal 4. 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, and the stockholder proposal 4. 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,
facsimile, 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 nine and has selected four
nominees for election at the Annual Meeting. The nominees are Sanford Cloud,
Jr., Grant W. Kurtz, Barbara L. Pearce, and Allen Weintraub. Each nominee is
currently serving as a director and have been nominated for election to an
additional three-year term expiring in 2003. Information regarding the four
nominees and the five continuing directors whose terms expire in 2001 or 2002 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.
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Nominees for Election to the Board for Three-Year Terms
Expiring at the 2003 Annual Meeting of Stockholders
Sanford Cloud, Jr. Director since 1995
Mr. Cloud, age 55, has been President and Chief Executive Officer of the
National Conference for Community and Justice 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
Tenet Healthcare Corp. and Yankee Energy Systems, Inc. and is Chairman of the
Board of the Children's Fund of Connecticut.
Grant W. Kurtz Director since 1989
Mr. Kurtz, age 57, has served as Chief Executive Officer of the Company and
Advest, Inc. since April 1999. Mr. Kurtz 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 member of the Board of Directors
of The Securities Industry Association, The Connecticut Council on Economic
Education, The Boys & Girls Clubs of Hartford Inc., The Connecticut Business and
Industry Association and The Connecticut Rivers Council of Boy Scouts of
America.
Barbara L. Pearce Director since 1996
Ms. Pearce, age 45, has been President of H. Pearce Real Estate Company, a full-
service real estate firm located in New Haven, Connecticut, since 1986. Ms.
Pearce is Chair of the Board of Long Wharf Theatre, Chair of the Greater New
Haven Regional Leadership Council, and a Director of the International Festival
of Arts & Ideas and the Yankee Chapter of the Young Presidents Organization.
Allen Weintraub Director since 1977
Mr. Weintraub, age 64, is Chairman of the Board of the Company and served as its
Chief Executive Officer until stepping down in April 1999. Mr. Weintraub 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. He is a
Director of Phoenix Real Estate Securities, Inc. and Advest Bank and Trust
Company.
Members of the Board Continuing in Office
Terms Expire at the 2001 Annual Meeting of Stockholders
Ronald E. Compton Director since 1998
Mr. Compton, age 66, is retired Chairman of Aetna Inc., retiring from that
company in March 1998. After joining Aetna in 1954, Mr. Compton held various
positions of increasing responsibility. He served as President from July 1988
to March 1997 and from May 1997 to July 1997. He was appointed Chairman,
President and Chief Executive Officer of Aetna in March 1992 and held the Chief
Executive Officer position until July 1997. Mr. Compton serves as Chairman of
The Bushnell and as Corporator of Hartford Hospital.
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William B. Ellis Director since 1996
Mr. Ellis, age 59, 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., HSB Group, Inc., Massachusetts Mutual Life Insurance Company and the
Greater Hartford Chamber of Commerce. He also serves on the Board of the
National Museum of Natural History of the Smithsonian Institution, the
Conservation Science Advisory Board of The Nature Conservancy, and the Board of
the Pew Center on Global Climate Change, and is Chairman of the Board of the HIV
Action Initiative.
Marne Obernauer, Jr. Director since 1998
Mr. Obernauer, age 56, is Vice Chairman of Applied Graphics Technologies, Inc.
("AGT"). Mr. Obernauer served as Chairman and Chief Executive Officer of Devon
Group, Inc. from 1983 until the merger of Devon Group, Inc. with AGT in May
1998. He is also Chairman of Beverage Distributors Corp., a Founding Member and
Vice Chairman of the American Business Conference, Inc. and a Director of the
Committee For A Responsible Federal Budget. He also serves on the Board of
Governors of the Association of Yale Alumni, as a Director of The Associates of
The Harvard Business School and as a Trustee of Trinity School.
Members of the Board Continuing in Office
Expiring at the 2002 Annual Meeting of Stockholders
Richard G. Dooley Director since 1983
Mr. Dooley, age 70, 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 HSB Group, Inc., Jefferies Group, Inc., Kimco Realty
Corp., and certain Massachusetts Mutual-sponsored investment companies.
Robert W. Fiondella Director since 1984
Mr. Fiondella, age 57, 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 is a Director of Barnes Group, Inc., PXRE, and Phoenix
Duff & Phelps Corporation. Mr. Fiondella served on the Board from 1984 to 1992
and from 1995 to the present.
Committees of the Board of Directors
The Board of Directors has an Executive Committee, an Audit Committee, a
Nominating Committee and a Human Resources Committee.
The Executive Committee, which consists of Messrs. Weintraub (Chairman), Dooley,
Fiondella and Kurtz, 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. Cloud (Chairman), Compton,
Dooley, Ellis and Obernauer 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. Fiondella (Chairman),
Dooley, Ellis and Weintraub, is responsible for nominating the slate of
directors to be recommended for election to the Company's Board of Directors at
the Annual Stockholders' Meeting. The Nominating Committee will consider
recommendations for director nominations from shareholders for the annual
meeting in the year 2001. Shareholders wishing to propose nominees for
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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 Human Resources Committee, which consists of Messrs. Dooley (Chairman),
Cloud, Compton, Ellis and Obernauer and Ms. Pearce, 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, 1999, the Board of Directors met
eight times, the Executive Committee did not meet, the Audit Committee met four
times, the Nominating Committee met once and the Human Resources Committee met
five times. Each continuing director other than Messrs. Fiondella and Obernauer
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.
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, is paid in shares of Company common stock. The
number of shares paid is based on market value at the time of deferral. Shares
will be delivered to the directors after a five-year period or earlier under
specified circumstances. Under the 1994 Non-Employee Director Stock Option Plan,
through January 1999 each non-employee director annually received an option to
purchase 2,500 shares of Common Stock. If Proposal 3 is approved by
stockholders, annual grants will continue under the 2000 Non-Employee Director
Stock Option Plan.
Section 16 (a) Beneficial Ownership Reporting 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,
1999 all such reporting requirements were complied with in a timely manner,
except that Mr. Giesea filed a late Form 3 report.
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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 December 1, 1999 by each director and nominee, by each executive
officer named in the Summary Compensation Table, and by 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 noted.
Number Percentage
Name of Shares(1) of Class
George A. Boujoukos 91,451 (2) 1.01%
Harry H. Branning 42,392 (2) *
Sanford Cloud, Jr. 5,143 *
Ronald E. Compton 1,378 *
Richard G. Dooley 15,248 *
William B. Ellis 3,933 *
Robert W. Fiondella 13,179 *
John C. Giesea 31,206 *
Grant W. Kurtz 145,462 (2)(3) 1.60%
Martin M. Lilienthal 67,095 (2) *
Marne Obernauer, Jr. 1,378 *
Barbara L. Pearce 3,898 *
Allen Weintraub 206,297 (2) 2.26%
All directors, nominees
and executive officers
as a group (15 persons) 729,581 (2)(3) 8.07%
__________
* 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 restricted shares held under Advest
equity plans: Boujoukos (14,730); Branning (13,196); Cloud (1,100); Compton
(378); Dooley (1,100); Ellis (1,100); Fiondella (3,846); Giesea (25,878); Kurtz
(33,319); Lilienthal (11,984); Obernauer (378); Pearce (2,478); Weintraub
(22,934); all directors, nominees and executive officers as a group (153,356).
Restricted shares held under the Non-Employee Director Equity Plan represent an
unfunded book reserve. Individual totals also include the following shares
subject to options exercisable within 60 days of 12/1/99: Boujoukos (11,500);
Branning (11,333); Cloud (2,833); Dooley (3,333); Ellis (1,833); Fiondella
(3,333); Giesea (1,666); Kurtz (29,383); Lilienthal (16,500); Pearce (833);
Weintraub (58,000); all directors, nominees and executive officers as a group
(173,547).
(2) Includes the following shares held in Advest Thrift Plan ESOP and 401(k)
Accounts: Boujoukos (4,726); Branning (2,801); Giesea (3,662); Kurtz (668);
Lilienthal (3,311); Weintraub (4,726); all directors, nominees and executive
officers as a group (28,779).
(3) Includes the following shares owned by members of such persons' immediate
families residing in the same household: Kurtz (4,000); all directors, nominees
and executive officers as a group (4,000). Beneficial ownership of certain of
these shares may be disclaimed.
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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 1, 1999.
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) 17.53%
The Advest Thrift Plan
Advest, Inc., as Fiduciary
90 State House Square
Hartford, CT 06103 590,132 (2) 6.61%
__________
(1) Such information as to beneficial ownership is derived 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 (the "ATP") in
participant ESOP accounts (444,089 shares) and 401(k) accounts (146,043).
Advest, Inc. is trustee for the ATP. Participants may direct the voting of
shares in their ATP ESOP and 401(k) accounts, and may buy or sell shares in
their 401(k) accounts. Continuing employees may dispose of shares in ESOP
accounts only through a diversification election available when they are age 55
and have participated in the ESOP for at least 10 years .
EXECUTIVE COMPENSATION
Report of the Human Resources Committee
The Human Resources 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
also has responsibility for 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 on 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 a group of 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 providing formula-based incentive
compensation, a Key Professionals Equity Plan mandating that a portion of that
incentive compensation be invested in Company stock, the Advest Equity Plan
allowing the discretionary purchase of additional shares of Company stock, and
stock option grants. Senior executives may also be eligible for retirement
compensation under the Company's Executive Post-Employment Income Plan.
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
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industry norm. The Committee focuses on the compensation program in its entirety
considering together all components. During fiscal 1999, the Committee altered
the peer companies used for compensation comparison to be consistent with the
peer group presented in the Share Performance Chart. Additionally, the
compensation philosophy was modified to provide greater differentiation among
executives.
During fiscal 1999, the base salary for the new Chief Executive Officer was
brought to competitive levels. Additionally, base salaries of several other key
executives were increased over fiscal 1998 levels. These increases reflected
inflationary adjustments, changes in job responsibility, changes in prevailing
base compensation within the Company's industry, and recognition of strong
performance. Consistent with the belief that a significant portion of
management's compensation should be tied to financial performance, variable
compensation through bonuses and stock vehicles continues to comprise the
majority of executive compensation.
The Management Incentive Plan for fiscal 1999 provided for incentive
compensation for executive officers based upon the Company's pretax net income
over specified thresholds and individual performance. The threshold levels
established for fiscal 1999 exceeded those for the prior fiscal year, reflecting
the Committee's view that continued enhancement of profitability is very
important and should be rewarded. In addition, the formula for determining
incentive compensation to be paid to individuals was modified from prior years
to give increased emphasis to individual performance and achievement of
specified goals. Pretax net income during fiscal 1999 did surpass the threshold
levels and, based on the plan formula and on individual performance, amounts
were paid to the Chief Executive Officer and other executive officers as shown
in the accompanying table. However, because pretax net income during fiscal
1999 fell short of 1998 levels, incentive compensation for fiscal 1999 was
significantly below levels for the prior year. A portion of the amount
calculated under the Management Incentive Plan formula was also used to reward
significant contributors to the Company's performance other than senior
management.
Under the Key Professional Equity Plan a portion of incentive compensation over
$100,000 received by certain executive officers was invested in restricted
shares of the Company's stock on a mandatory basis. Officers older than 61 or
holding more than $2 million in Company stock may decline participation and
officers under certain employment agreements may be excluded from participation.
The percentage of compensation over the $100,000 threshold invested under this
plan by the participating named executive officers for fiscal 1999 varied from
20% to 25% on a marginal basis. Investments under this plan were made at 80% of
current market value and the shares acquired are subject to restrictions and
possible forfeiture for 36 months after acquisition.
During fiscal 1999, option grants were made to the Chief Executive Officer and
other top executive officers to provide long term incentives. Larger option
grants were provided to several key executives consistent with the revised
compensation philosophy. Executives were also given the opportunity to acquire
restricted stock in the Advest Executive Equity Plan. These option grants and
restricted stock investments further support the Company's and Committee's
objective of encouraging greater equity ownership by executive officers and
linking a significant portion of management's compensation to increasing
shareholder value.
Richard G. Dooley, Chairman Sanford Cloud, Jr.
Ronald E. Compton William B. Ellis
Marne Obernauer, Jr. Barbara L. Pearce
Summary Compensation Table
The following table sets forth all compensation earned by or paid or awarded to
the former and current Chief Executive Officer and the next four most highly
compensated executive officers of the Company for all services rendered in all
capacities for the periods shown. No information is presented for years prior to
the year in which the individual became an executive officer of the Company.
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Annual Long Term
Compensation Compensation
Restricted All
Stock Securities Other
Name and Principal Fiscal Awards underlying Compens-
Position Year Salary(1) Bonus ($)(2) Options ation(3)
Allen Weintraub(4) 1999 $264,898 $236,535 $0 1,391 $7,200
Chairman of the 1998 345,000 785,000 0 398 7,550
Board and, 1997 300,000 625,000 0 1,734 6,750
through April 1,
1999, Chief
Executive Officer
Grant W. Kurtz(5)(6) 1999 257,500 330,669 79,440 26,200 7,200
President and 1998 240,000 455,000 131,250 1,878 7,550
Chief Executive 1997 215,000 450,000 0 2,823 6,750
Officer
Harry H. Branning
(5)(7)(8) 1999 220,000 303,669 44,918 17,698 7,200
Senior Executive 1998 220,000 317,015 77,922 7,550
Vice President 1997 220,000 255,900 0 2,862 6,753
and Director
Private Client Group
of Advest, Inc.
John C. Giesea
(5)(8)(9) 1999 212,000 238,000 133,322 13,457 7,200
Senior Executive
Vice President and
Director Capital
Markets of Advest, Inc.
George A. Boujoukos
(5)(8) 1999 200,000 204,997 0 9,257 6,850
Senior Executive 1998 200,000 275,000 0 1,741 7,550
Vice President 1997 180,000 230,000 0 1,988 7,275
and Director Capital
Markets of Advest, Inc.
Martin M. Lilienthal
(5)(8) 1999 152,500 183,998 26,235 7,200 7,200
Executive Vice 1998 145,000 248,000 46,250 536 7,550
President, 1997 130,000 225,000 0 737 6,750
Treasurer and
Chief Financial
Officer
__________
(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
Advest Equity Plan. This program allows executive officers to invest up to 7.5%
of their pre-tax compensation in units consisting of one share of common stock
and one stock purchase option at a unit purchase price equal to the fair market
value of the common stock. Option grants to executive officers under this
program are made in January equal to share purchases during the preceding
calendar year and are reflected in Securities Underlying Options for the fiscal
year when received. The shares and options vest, respectively, three and five
years after calendar year end and will be forfeited under certain circumstances
if employment ends before vesting.
(2) Includes the value of Company shares purchased with a portion of incentive
compensation for the named executive officers on a mandatory basis under the Key
Professionals Equity Plan or, in the case of Mr. Giesea, under an employment
agreement described below in note (9). Shares acquired under the Key
Professionals Equity Plan were purchased at a 20% discount from fair market
value and vest three years after grant. Shares acquired under Mr. Giesea's
employment agreement were purchased at a 25% discount from fair market value and
vest on 9/30/03. All such restricted shares will be forfeited under certain
circumstances if employment ends before vesting.
(3) Includes direct and matching cash contributions made by the Company to
401(k) accounts of the executive officers through 9/30/99 and certain
commissions earned by the executive officers.
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(4) Mr. Weintraub is party to an employment agreement with the Company dated
2/14/91, restated as of 11/30/95, and amended as of 1/28/99, providing that for
aggregate fees of $90,000 per year, upon request by the Board, for a 10-year
period following 4/1/99 (the date Mr. Weintraub stepped down as Chief Executive
Officer), Mr. Weintraub will provide services to the Company as director and
employee 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 $200,000.
(5) The named executive officer participates in the Company's Executive Post-
Employment Income Plan, a non-qualified defined benefit plan covering certain
senior executives designated by the Board. 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 50% 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 after
10/1/93. 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
9/30/99, estimated annual benefits payable at normal retirement age to the named
executive officers were as follows: Kurtz ($115,843); Branning ($144,365);
Giesea ($56,700); Boujoukos ($32,513); and Lilienthal ($52,971).
(6) Mr. Kurtz is party to an employment agreement with the Company dated
10/1/97, amended as of 4/1/99, providing for continued employment as Chief
Executive Officer through 9/30/04. The agreement provides that Mr. Kurtz'
compensation will be set by the Human Resources Committee, but in no event will
his base salary be less than his base salary on 10/1/97, nor will his share of
payments under the Management Investment Plan be less than that of any
participant.
(7) Mr. Branning's bonus for 1999 and salary for 1998 and 1997 includes net
commissions on securities transactions of $60,000 for each year. Under
agreements with the Company, Mr. Branning earned incentive compensation each
year based upon profitability of the retail branch system or recruitment
success, return on equity, and satisfaction of certain predetermined job goals.
(8) The named executive officer is party to an agreement with the Company
dated 9/24/98 providing for severance payments of up to five year?s base salary
and certain other benefits if the executive is terminated without cause
following a change of control.
(9) Mr. Giesea was a party to an employment agreement with the Company during
1999 which provided for base salary of $212,000 and minimum incentive
compensation of $338,000. Mr. Giesea was authorized and elected under this
agreement to accept $100,000 of this incentive compensation in the form of
restricted shares, as further described in note (2) above.
Option Grants in Last Fiscal Year
The following table summarizes option grants made during the fiscal year ended
September 30, 1999 to the executive officers named in the Summary Compensation
Table.
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Price Appreciation
Individual Grants (1) for Option Term (2)
%of Total
Options
Number of Granted to
Securities Employees
Underlying in Exercise
Options Fiscal Price Expiration
Name Granted Year ($/Share) Date %5 10%
Allen Weintraub 1,391 0.56% $20.06 12/31/05 $10,980 $25,449
Grant W. Kurtz 2,000 0.80 20.06 12/31/05 15,787 36,591
24,200 9.71 18.50 3/30/09 281,556 713,519
Harry H. Branning 1,598 0.64 20.06 12/31/05 12,614 29,236
16,100 6.46 18.50 3/30/09 187,317 474,696
John C. Giesea 457 0.18 18.50 12/31/05 2,875 6,523
13,000 5.21 18.50 3/30/09 151,249 383,295
George A. Boujoukos 1,693 0.68 20.06 12/31/05 13,363 30,974
7,200 2.89 18.50 3/30/09 83,769 212,286
Martin M. Lilienthal 7,200 2.89 18.50 3/30/09 83,769 212,286
9
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__________
(1) All option grants were made under The Advest Group, Inc. 1993 Stock Option
Plan, other than the grant of 457 shares to Mr. Giesea, which was made under the
1998 Advest 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 grant date.
Grants expiring 12/31/05 become fully exercisable on 1/1/04. Grants expiring
3/30/09 become exercisable in equal quarters on 9/30/00, 9/30/01, 9/30/02 and
9/30/03. Option holders may use previously owned shares to pay all or part of
the exercise price.
(2) The assumed annual appreciation is calculated from the grant date through
the last date the option may be exercised. Any actual gains on options will
depend on the future performance of the Common Stock and overall stock market
conditions and may be more or less than the values shown.
Option Exercises and Fiscal Year-End Values
The following table summarizes option exercises during the fiscal year ended
September 30, 1999 by the executive officers named in the Summary Compensation
Table and the value of their unexercised options at September 30, 1999. 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, 1999 ($18.25).
Number
Of Securities Total Value
Underlying of Unexercised
Unexercised Stock in-the-Money
Options at Fiscal Stock Options at
Year-End Fiscal Year-End
Shares
Acquired
on Value Exer- Unexer- Exer- Unexer-
Name Exercise Realized cisable cisable cisable cisable
Allen Weintraub 52,800 22,785 $602,400 $188,064
Grant W. Kurtz 41,666 43,220 460,411 131,366
Harry H. Branning 4,333 40,367 11,333 25,896 128,830 68,033
John C. Giesea 1,666 20,614 15,411 57,211
George A. Boujoukos 11,500 17,363 128,875 56,151
Martin M. Lilienthal 16,500 12,076 190,125 37,593
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Share Performance Chart
The following chart compares the value of $100 invested in the Company's Common
Stock on September 30, 1994 during the five-year period through September 30,
1999, with a similar investment in the Standard and Poor's 500 Index or in a
peer group consisting of six 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.
[Graph]
Fiscal Year Ended September 30,
1994 1995 1996 1997 1998 1999
Advest $100 $178 $190 $516 $402 $364
Peer Group 100 146 172 370 334 441
S&P 500 100 130 156 219 239 306
Peer Group Companies:
Dain Rauscher Corporation Morgan Keegan, Inc.
First Albany Companies, Inc. Raymond James Financial, Inc.
Legg Mason, Inc. Stifel Financial Corp.
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CERTAIN TRANSACTIONS
Several of the Company's subsidiaries, including Advest, Inc. and Advest Bank
and Trust Company ("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 Federally-chartered capital stock bank which,
through November 30, 1999, made 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, may have margin accounts with Advest, Inc. or have had 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. In
addition, in January 1997, the Company made an unsecured loan of $100,000 to Mr.
Giesea. This loan bears interest at an annual rate of 6.5% and provides for
repayment of principal in five equal annual installments beginning on December
1, 1997. This repayment schedule was subsequently extended an additional year.
Prior to December 1, 1997 the full amount, with accrued interest, remained
outstanding. At the date of this Proxy Statement, $60,000 plus accrued interest
from December 1, 1999 remained outstanding.
PROPOSAL 2.
1999 STOCK OPTION PLAN
The Board of Directors on September 30, 1999, approved, subject to stockholder
approval, and recommends to the stockholders for their approval, the adoption of
the 1999 Stock Option Plan (the "Plan"). The following description is a summary
of the Plan, A copy of the Plan is attached as Exhibit A.
Purpose. The purpose of the Plan is to advance the interests of the Company by
providing certain employees of the Company and its subsidiaries with an
additional incentive, encouraging stock ownership by such individuals,
increasing their proprietary interest in the success of the Company and
encouraging them to remain employees.
Shares Subject to Award. The aggregate number of shares of the Company's Common
Stock which may be issued under the Plan is 300,000, subject to adjustment for
stock dividends, stock splits, recapitalizations, mergers, consolidations and
similar events. Such shares may be either authorized and unissued shares or
treasury shares. If any options expire or terminate for any reason, in whole or
in part without being exercised, the number of shares as to which such expired
or terminated options shall not have been exercised may again become available
for grant of options under the Plan. The closing price per share of the Common
Stock as reported on the New York Stock Exchange on December 3, 1999 was
$17.625.
Administration and Eligibility. The Plan will be administered by the Human
Resources Committee of the Company's Board of Directors. The members of the
Committee on the date of this document were Richard G. Dooley (Chairman),
Sanford Cloud, Jr., Ronald E. Compton, William B. Ellis, Marne Obernauer, Jr.,
and Barbara L. Pearce. All option grants under the Plan are at the discretion of
the Committee. Therefore, the size of grants to be received by any person under
the Plan is not determinable. The individuals eligible to receive options will
be employees of the Company or any of its subsidiaries as selected by the
Committee. The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Grant and Exercise. Options granted under the Plan may be incentive stock
options ("ISOs") as defined in section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), or non-qualified stock options ("NSOs"). While
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<PAGE>
the dollar value of ISOs which can first become exercisable by any one person in
any calendar year is restricted to $100,000, no such restriction applies to
NSOs. In addition, no ISO may be granted to an employee if at the time of such
grant, the employee owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any of its subsidiaries,
unless the option price is at least 110% of the fair market value of the shares
subject to the ISO, and the ISO is not exercisable after the expiration of five
years from the date of grant. Fair market value for purposes of the Plan is
determined by the closing stock price of a Share as reported on the New York
Stock Exchange on the prior business day, or if no such prices are available,
the fair market value as determined by reasonable rules to be adopted by the
Committee.
The exercise price of each option may not be less than the fair market value of
the shares on the date the option is granted. The Committee may reduce the
option price of any NSO at any time prior to its exercise; provided that the
option price may not be less than the fair market value of the shares on the
date the NSO is granted. The option price is payable at the time of exercise
through one or both of the following methods: (1) cash or certified check, bank
draft or postal or express money order, or cash withdrawal from an Advest, Inc.
brokerage account; or (2) by the surrender of shares then owned by the optionee
(or by the deemed surrender of such Shares under procedures established by the
Committee). The period during which an ISO may be exercised may not exceed ten
years from the date of grant. The period during which an NSO may be exercised
is determined by the Committee. Each optionee is required to remain in the
continuous employ of the Company or a subsidiary of the Company for six months
from the date of grant of an option before the option becomes exercisable. The
Committee may establish an additional period or periods during which all or a
part of an option will not be exercisable. Subsequent to termination of
employment with the Company or its subsidiaries, an optionee may exercise
options only as follows: (1) in the case of termination by death or disability,
for one year after termination with respect to options exercisable on the date
of such termination; or (2) in the case of termination by reason of retirement,
for three months after termination with respect to options exercisable on the
date of such termination. No option may be exercised, however, after the
expiration of its term.
Amendment and Termination. Unless sooner terminated by the Board of Directors,
the Plan will continue in effect until November 30, 2004. The Board may from
time to time suspend or discontinue the Plan, or revise or amend it in any
respect whatsoever, except that any amendment requiring stockholder approval
under sections 422 or 162 (m)(4)(C)(ii) of the Code may not be made without the
approval of the stockholders.
Tax Withholding. Under the Plan, optionees have the opportunity to satisfy
withholding tax obligations by electing to have the Company withhold from the
shares otherwise issuable upon exercise that number of shares which would
satisfy the withholding amount due or by delivering to the Company already owned
shares. If the optionee is subject to Section 16 of the Securities Exchange Act
of 1934, such election must comply with rule 16b-3.
Certain Federal Income Tax Effects. The following discussion of certain
relevant Federal income tax effects applicable to options granted under the Plan
is a brief summary only, and reference is made to the Code and the regulations
and interpretations issued thereunder for a complete statement of all relevant
Federal tax provisions.
In the case of an NSO, an employee generally will not be taxed upon the grant of
such an option. Rather, at the time of exercise of such an NSO the employee
will generally recognize ordinary income for Federal income tax purposes in an
amount equal to the excess of the then fair market value of the shares purchased
over the option price. The Company will generally be entitled to a tax
deduction at the time when, and in the amount that, the employee recognizes
ordinary income.
In the case of an ISO, an employee will generally be in receipt of taxable
income upon the disposition of the shares acquired upon exercise of the ISO,
rather than upon the grant of the ISO or upon its exercise. This income will
13
<PAGE>
be ordinary income or capital gain, depending upon when the shares are sold.
The Company will only be entitled to a tax deduction at a time when, and in the
amount that, the employee recognized ordinary income. The amount by which the
fair market value of the stock on the exercise date of an ISO exceeds the option
price will be an item of tax adjustment for purposes of the alternative minimum
tax imposed by section 55 of the Code. An employee who pays the option price
upon exercise of an option, in whole or in part, by delivering shares already
owned of the Company's Common Stock will generally not recognize gain or loss on
the shares surrendered at the time of such delivery, except under certain
circumstances relating to surrender of shares acquired through the exercise of
ISOs. Rather, such gain or loss recognition will generally occur upon
disposition of the shares acquired in substitution for the shares surrendered.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL 2.
PROPOSAL 3.
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The Board of Directors on September 30, 1999, approved, subject to stockholder
approval, and recommends to the stockholders for their approval, the adoption of
2000 Non-Employee Director Stock Option Plan (the "Plan"). The following
description is a summary of the Plan. A copy of the Plan is attached as Exhibit
B.
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 under the
Plan is 100,000, 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.
Administration. The Plan will be administered by the Human Resources Committee
(the "Committee") which is appointed by the Board. At the date of this
document, the members of the Committee were Richard G. Dooley (Chairman),
Sanford Cloud, Jr., Ronald E. Compton, William B. Ellis, Marne Obernauer, Jr.,
and Barbara L. Pearce. The Committee has complete authority to interpret the
Plan, and to make all determinations necessary for the administration of the
Plan; however, the Committee has 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 are paid by the Company.
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 twelve months preceding the date of grant been
eligible to receive options under any other stock option plan maintained by the
Company (the "Participants").
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<PAGE>
Grant of Options and Option Price. Each individual who is a Participant on the
date the Plan is approved by the stockholders (the "Effective Date") will
automatically be granted an Option to purchase 2,500 Shares on that date.
Directors who are newly elected to the Board after the Effective Date will
receive an automatic grant of an Option to purchase 2,500 Shares on the date of
such election. Each director who has previsouly been granted an Option will
automatically be granted on the date of each annual meeting of stockholders of
the Company subsequent to such grant an additional Option to purchase 2,500
Shares; provided, that such automatic grant will only be made if the director is
a Participant on such date, and such automatic grant will 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. The per-Share exercise price of an Option will in each case be 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 exercise price will be
payable in cash, or by certified check, bank draft, postal or express money
order, cash withdrawal from an Advest, Inc. brokerage account and/or by the
surrender of Shares then owned by the Participant (or by the deemed surrender of
such Shares under procedures established by the Committee), or any combination
thereof. No Option may be assigned or transferred except by 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,
unless otherwise provided by the Committee.
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. 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 as a result of
voluntary resignation or failure to stand for reelection, 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 representative 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. If a Participant's service as
Director is terminated for any other reason, any outstanding options shall
immediately become exercisable and the Participant shall have the right to
exercise any outstanding Option for a three month period following the
termination of the Participant's service.
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.
15
<PAGE>
New Plan Benefits. If the Plan is approved by the stockholders, each of the
non-employee directors will automatically receive an Option to purchase 2,500
Shares on the date of such approval. No dollar value is assigned to these
Options because their exercise price will be the fair market value of the Shares
on the date of the grant. The closing price per share of the Common Stock as
reported on the New York Stock Exchange on December 3, 1999 was $17.625. Each
Participant will automatically be granted on the date of each subsequent annual
meeting of stockholders an Option to purchase 2,500 additional Shares, provided
the Participant is a director on that date, and such automatic grant will be
subject to pro rata reduction to the extent that the number of Shares subject to
future grants under the Plan is not sufficient to make the full automatic grants
required to be made pursuant to the Plan on such date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL 3.
PROPOSAL 4.
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 charitable contributions by
the Company. 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 vote of a majority of the votes cast by
holders entitled to vote at the meeting would be required for adoption of this
resolution. The resolution and supporting statement, as submitted by Mr. Crapo,
are as follows:
"Shareholder Proposal
Stockholders recommend that the Board of Directors of The Advest Group, Inc.
(the "Group") publish in the proxy statement of each stockholder Annual Meeting
an Appendix containing an item concerning the charitable donations program of
the Group for the immediate past calendar year with the following information:
i. An explanation of at least five hundred words explaining the standards of
the Group and procedures of said corporation governing it's donations to United
States Internal Revenue Service approved private foundations to include
standards for denial of such help.
ii. An enumeration of United States Internal Revenue Service ("IRS")
qualifying charities and IRS approved foundations which our Group Board of
Directors plans to help in the ensuing calendar year, included with each charity
and foundation an elucidation of at least twenty-five works how it complied with
the standards and procedures enunciated in i.
Supporting Statement:
A very brief summary of what shareholder said at shareholder meeting January 28,
1999, holden at The Court Room, Old State House, Hartford, CT, who'd hoped to
ask prepared questions.
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The problems in shareholder's apartment too great. Shareholders when
trying to sleep spends lots & lots of time worrying whether stockholder will be
evicted. Rent check was submitted for February 1-28, 1999 last December but as
of Jan 26, 1999 "Timothy & Titus Day" it hadn't been cashed & each time
Shareholder checks to see if check has been cashed there is a charge.
Shareholder lives in an attic, same one of 26 years, now, poorly ventilated,
inadequate space, no steady surface on which to write. Shareholder has
repeatedly been unsuccessful employing a lawyer/paralegals and isn't a
lawyer/paralegal himself, and is his own secretary/clerical, and land-person has
denied shareholder of access to many stockholder's records and other property,
risking putting tenant in position of providing misleading information when
tenant applies for government/charitable foundations' help.
Shareholder worries about whether inadvertently committing fraud in order
to obtain benefits.
Supporting Statement of stockholder proposal introduced January 28, 1999
(Saint Thomas Aquinas Day) to Group Shareholders was briefer than wanted by
proponent. Housing obstacles intruded in proponent presenting a more complete
supporting statement & when Shareholder's PO BOX NUMBER was changed, Proponent
took time to ask land-person if it was OK to use address of apartment building
but land-person FAILED to reply.
Please understand. Shareholder does usually daily walk by monuments
extolling in Cambridge (MA) colonists from here who moved there over 360 years
ago (to Hartford)."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL 4, FOR THE
FOLLOWING REASONS:
The Company maintains an active program of charitable giving, supporting worthy
organizations in the communities where we conduct business. The Company also
encourages our employees to support financially and to volunteer their time to
assist charitable organizations. However, we do not feel that the disclosure
requested by the shareholder proponent would provide meaningful information or
in any way serve the interests of our shareholders. The charitable donation
program of the Company is a matter supervised by management, rather than the
Board of Directors, and contributions are generally not determined sufficiently
far in advance to permit the disclosure proposed. The proposal would require
unnecessary and time consuming record keeping. In addition, the proposed
disclosures might unnecessarily involve the Company in controversy. Because this
proposal would not serve our objective of maximizing value to shareholders, we
do not support and recommend a vote AGAINST this proposal.
STOCKHOLDER PROPOSALS FOR FUTURE MEETINGS
Under Rule 14a-8(e) of the Securities and Exchange Commission, shareholder
proposals intended for inclusion in next year?s proxy statement must be directed
to the Company?s Secretary at 90 State House Square, Hartford, CT 06103, and
must be received by August 24, 2000. Under SEC Rule 14a-4(c)(1), any
shareholder proposal for next year?s annual meeting submitted after November 7,
2000 will not be considered filed on a timely basis with the Company. For
proposals that are not timely filed, the Company retains discretion to vote
proxies it receives. For proposals that are timely filed, the Company retains
discretion to vote proxies it receives provided the Company includes in its
proxy statement advice on the nature of the proposal and how it intends to
exercise its voting discretion and the proponent does not issue a proxy
statement.
RELATIONSHIP WITH AUDITORS
The Board of Directors has selected the firm of PricewaterhouseCoopers L.L.C.,
independent public accountants, as the independent auditors of the Company for
the fiscal year ending September 30, 2000. It is expected that representatives
of PricewaterhouseCoopers L.L.C. 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.
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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 22, 1999
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EXHIBIT A
THE ADVEST GROUP, INC.
1999 STOCK OPTION PLAN
I. GENERAL
1. Purpose. This 1999 Stock Option Plan (the "Plan") of The Advest Group, Inc.
(the "Company") is intended to advance the interests of the Company by providing
certain employees of the Company Group with an additional incentive, encouraging
stock ownership by such individuals, increasing their proprietary interest in
the success of the Company and encouraging them to remain employees of the
Company Group.
2. Definitions. Whenever used herein, the following terms shall have the
meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as it may be amended from
time to time.
(d) "Committee" means the Human Resources Committee appointed by the Board to
administer this Plan pursuant to Section 3 hereof.
(e) "Company Group" means the Company, a parent corporation or subsidiary
corporation of the Company, or a corporation, or a parent corporation or
subsidiary corporation of such corporation, issuing or assuming an Option in a
transaction of the type described in Section 424(a) of the Code. The terms
"parent corporation" and "subsidiary corporation" shall have the meanings
assigned to such terms by Section 424 of the Code.
(f) "Disability" means a permanent and total disability as defined in Section
422(c)(6) of the Code.
(g) "Fair Market Value" means on any date the closing stock price of a Share as
reported on the New York Stock Exchange on the business day immediately prior to
such date, or if no such prices are available, the fair market value as
determined by reasonable rules to be adopted by the Committee.
(h) "Incentive Stock Option" means an Option granted pursuant to the Incentive
Stock Option provisions as set forth in Part II of this Plan.
(i) "Nonqualified Stock Option" means an Option granted pursuant to the
Nonqualified Stock Option provisions as set forth in Part III of this Plan.
(j) "Option" means an option to purchase shares under this Plan.
(k) "Participant" means an individual to whom an Option is granted under this
Plan.
(l) "Shares" means shares of the Company's common stock, $.01 par value.
3. Administration. This Plan shall be administered by a Human Resources
Committee consisting of at least two persons, the composition of which shall
meet the requirements of Rule 16b-3 under the Act and each member of which shall
be an "outside director", as defined in Treasury Regulations 1.162-27(e)(3),
or any successor regulation. 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.
In addition to the other powers granted to the Committee under this Plan, the
Committee shall have the power, subject to the terms of this Plan: (i) to
determine which of the eligible individuals shall be granted Options; (ii) to
determine the time or times when Options shall be granted and to determine the
number of Shares subject to each Option; (iii) to accelerate or extend (except
for Incentive Stock Options) the date on which a previously granted Option may
be exercised; (iv) to prescribe the form of certificate evidencing Options
granted pursuant to this Plan; and (v) to construe and interpret this Plan and
the certificates evidencing Options granted pursuant to this Plan, and to make
all other determinations and take all other actions necessary or advisable for
the administration of this Plan.
4. Eligibility. The individuals who shall be eligible to receive Options shall
be such employees employed by a member of the Company Group as shall be selected
by the Committee. Participants chosen to participate under this Plan may be
granted an Incentive Stock Option, a Nonqualified Stock Option, or any
combination thereof. No employee may be granted options for more than 75,000
Shares in any calendar year.
5. Shares Subject to This Plan. The Shares subject to Options shall be either
authorized and unissued Shares or treasury Shares. The aggregate number of
Shares which may be issued pursuant to this Plan shall be 300,000. If an Option
shall expire and terminate for any reason, in whole or in part, without being
exercised, the number of Shares as to which such expired or terminated Option
shall not have been exercised may again become available for the grant of
Options.
6. No Tandem Options. There shall be no terms and conditions under an Option
which provide that the exercise of an Incentive Stock Option reduces the number
of Shares for which a Nonqualified Stock Option may be exercised; and there
shall be no terms and conditions under an Option which provide that the exercise
of a Nonqualified Stock Option reduces the number of Shares for which an
Incentive Stock Option may be exercised.
II. INCENTIVE STOCK OPTION PROVISIONS
1. Grant of Incentive Stock Options. Subject to the provisions of this Part
II, the Committee shall from time to time determine those individuals eligible
pursuant to Section 4 of Part I to whom Incentive Stock Options shall be granted
and the number of Shares subject to, and terms and conditions of, such Options.
The aggregate Fair Market Value (determined as of the date of grant) of shares
with respect to which incentive stock options (as defined in Section 422 of the
Code) are exercisable for the first time by an individual in a calendar year
(under all plans of the Company Group) shall not exceed $100,000. Anything
herein to the contrary notwithstanding, no Incentive Stock
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Option shall be granted to an employee if, at the time the Incentive Stock
Option is granted, such employee owns stock possessing more than 10% of the
total combined voting power of all classes of stock of any member of the Company
Group unless the option price is at least 110% of the Fair Market Value of the
Shares subject to the Incentive Stock Option at the time the Incentive Stock
Option is granted and the Incentive Stock Option is not exercisable after the
expiration of five (5) years from the date the Incentive Stock Option is
granted.
2. Terms and Conditions of Incentive Stock Options. Each Incentive Stock
Option shall be evidenced by an option certificate or notification (which may be
delivered by electronic means) which shall be in such form as the Committee
shall from time to time approve, and which shall comply with and be subject to
the following terms and conditions:
(a) Number of Shares. Each Incentive Stock Option certificate shall state the
number of shares covered by the certificate.
(b) Option Price and Method of Payment. The Option price of each Incentive
Stock Option shall be no less than the Fair Market Value of the Shares on the
date the Incentive Stock Option is granted. The option price shall be payable
on exercise of the Option (i) in cash or by certified check, bank draft or
postal or express money order, order, or cash transfer from an Advest, Inc.
brokerage account, (ii) by the surrender of Shares then owned by the Participant
(or by the deemed surrender of such Shares pursuant to procedures established by
the Committee), or (iii) partially in accordance with clause (i) and partially
in accordance with clause (ii) of this Section 2(b). Shares so surrendered (or
deemed surrendered) in accordance with clause (ii) or (iii) shall be valued at
the Fair Market Value thereof on the date of exercise.
(c) Option Period.
(i) General. The period during which an Incentive Stock Option shall be
exercisable shall not exceed ten (10) years from the date such Incentive Stock
Option is granted; provided, however, that such Option may be sooner terminated
in accordance with the provisions of this Section 2(c). Each Participant must
remain within the continuous employ of one of more members of the Company Group
for six months from the date of grant of an Option before the right to exercise
any part of such Option will accrue. Subject to the foregoing, the Committee
may establish a period or periods with respect to all or any part of the
Incentive Stock Option during which such Option may not be exercised and at the
time of a subsequent grant of an Incentive Stock Option or at such other time as
the Committee may determine accelerate the right of the Participant to exercise
all or any part of the Incentive Stock Option not then exercisable. The number
of Shares which may be purchased at any one time shall be any number up to the
total number at the time purchasable under the Incentive Stock Option.
(ii) Termination of Employment. If the Participant ceases to be an
employee of any member of the Company Group for any reason other than
retirement, Disability or death, any then outstanding Incentive Stock Option
held by the Participant shall terminate immediately.
(iii) Retirement. If a Participant's employment is terminated by reason
of retirement, any then outstanding Incentive Stock Option shall terminate on
the earlier of the date on which such Option would otherwise expire or three (3)
months after such termination of employment, and such Option shall be
exercisable, prior to its termination, to the extent it was exercisable as of
the date of termination of employment.
(iv) Disability. If a Participant's employment is terminated by reason of
Disability, any then outstanding Incentive Stock Option held by the Participant
shall terminate on the earlier of the date on which such Option would otherwise
expire or one (1) year after such termination of employment, and such Option
shall be exercisable, prior to its termination, to the extent it was exercisable
as of the date of termination of employment.
(v) Death. If a Participant's employment is terminated by death, the
representative of the Participant's estate or beneficiaries thereof to whom the
Option has been transferred shall have the right during the one (1) year period
following the date of the Participant's death to exercise any then outstanding
Incentive Stock Options in whole or in part. The number of Shares in respect of
which an Incentive Stock Option may be exercised after a Participant's death
shall be the number of Shares in respect of which such Option could be exercised
as of the date of the Participant's death. In no event may the period for
exercising an Incentive Stock Option extend beyond the date on which such Option
would otherwise expire.
(d) Non-transferability. An Incentive Stock Option shall not be transferable
or assignable by the Participant other than by will or the laws of descent and
distribution and shall be exercisable during the Participant's lifetime only by
the Participant.
(e) Separate Certificates. Nonqualified Options may not be granted in the same
certificate as an Incentive Stock Option.
III. NONQUALIFIED STOCK OPTION PROVISIONS
1. Grant of Nonqualified Stock Options. Subject to the provisions of this Part
III, the Committee shall from time to time determine those individuals eligible
pursuant to Section 4 of Part I to whom Nonqualified Stock Options shall be
granted and the number of Shares subject to, and terms and conditions of, such
Options.
2. Terms and Conditions of Nonqualified Stock Options. Each Nonqualified Stock
Option shall be evidenced by an option certificate or notification (which may be
delivered by electronic means) which shall be in such form as the Committee
shall from time to time approve, and which shall comply with and be subject to
the following terms and conditions:
(a) Number of Shares. Each Nonqualified Stock Option certificate shall state
the number of Shares covered by the certificate.
(b) Option Price and Method of Payment. The option price of each Nonqualified
Stock Option shall be such price as the Committee, in its discretion, shall
establish, and the Committee may, in its discretion, reduce the option price of
such Option at any time prior to the exercise of the Option; provided however,
that the option price may not be less than the Fair Market Value of the Shares
on the date the Nonqualified Stock Option is granted. The option price shall be
payable on exercise of the Option (i) in cash or by certified check, bank draft
or postal or express money order, or cash transfer from an Advest, Inc.
brokerage account, (ii) by the surrender of Shares then owned by the Participant
(or by the deemed surrender of such Shares pursuant to procedures established by
the Committee), or (iii) partially in accordance with clause (i) and partially
in accordance with clause (ii) of this Section 2(b). Shares so surrendered (or
deemed
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surrendered) in accordance with clause (ii) or (iii) shall be valued at the Fair
Market Value thereof on the date of exercise.
(c) Option Period.
(i) General. The period during which a Nonqualified Stock Option shall
be exercisable shall be determined by the Committee; provided, however, that
such Option may be sooner terminated in accordance with the provisions of this
Section 2(c). Each Participant must remain within the continuous employ of one
of more members of the Company Group for six months from the date of grant of an
Option before the right to exercise any part of such Option will accrue.
Subject to the foregoing, the Committee may establish a period or periods with
respect to all or any part of the Nonqualified Stock Option during which such
Option may not be exercised and at the time of a subsequent grant of a
Nonqualified Stock Option or at such other time as the Committee may determine
accelerate the right of the Participant to exercise all or any part of the
Nonqualified Stock Option not then exercisable. The number of Shares which may
be purchased at any one time shall be any number up to the total number at the
time purchasable under the Nonqualified Stock Option.
(ii) Termination of Employment. If the Participant ceases to be an
employee of any member of the Company Group for any reason other than
retirement, Disability or death, any outstanding Nonqualified Stock Option held
by the Participant shall terminate immediately.
(iii) Retirement. If a Participant's employment is terminated by reason
of retirement, any then outstanding Nonqualified Stock Option shall terminate on
the earlier of the date on which such Option would otherwise expire or three (3)
months after such termination of employment, and such Option shall be
exercisable, prior to its termination, to the extent it was exercisable as of
the date of termination of employment.
(iv) Disability. If a Participant's employment is terminated by
Disability, any then outstanding Nonqualified Stock Option held by the
Participant shall terminate on the earlier of the date on which such Option
would otherwise expire or one (1) year after such termination, and such Option
shall be exercisable, prior to its termination, to the extent it was exercisable
as of the date of termination.
(v) Death. If a Participant's employment is terminated by death, the
representative of the Participant's estate or beneficiaries thereof to whom the
Option has been transferred shall have the right during the one (1) year period
following the date of the Participant's death to exercise any then outstanding
Nonqualified Stock Options in whole or in part. The number of Shares in respect
to which a Nonqualified Stock Option may be exercised after a Participant's
death shall be the number of Shares in respect of which such Option could be
exercised as of the date of the Participant's death. In no event may the period
for exercising a Nonqualified Stock Option extend beyond the date on which such
Option would otherwise expire.
(d) Non-transferability. A Nonqualified Stock Option shall not be transferable
or assignable by the Participant other than by will or the laws of descent and
distribution, and shall be exercisable during the Participant's lifetime only by
the Participant, except as otherwise provided by the Committee.
IV. MISCELLANEOUS
1. Effective Date. This Plan shall become effective on December 1, 1999 (the
"Effective Date"), provided, however, that if the Plan is not approved by the
stockholders of the Company prior to the expiration of the one year period
commencing on the Effective Date, this Plan and all Options granted hereunder
shall be null and void and shall be of no effect.
2. Duration of Program. Unless sooner terminated, the Plan shall remain in
effect for a period of five years after the Effective Date and shall thereafter
terminate. No Incentive Stock Options or Nonqualified Stock Options may be
granted after the termination of this Plan; provided however, that except as
otherwise provided in Section 1 of this Part IV, termination of the Plan shall
not affect any Options previously granted, which such Options shall remain in
effect until exercised, surrendered or cancelled, or until they have expired,
all in accordance with their terms.
3. Changes in Capital Structure, etc. In the event of changes in the
outstanding common shares of the Company by reasons of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combinations or exchange of
shares, separations, reorganizations, or liquidations, the number of Shares
available under the Plan in the aggregate and the maximum 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
proportionate interest shall be maintained as before the occurrence of such
events; 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.
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.
4. Substitution Options. Options may be granted under this Plan from time to
time in substitution for either non-qualified or "incentive stock options" held
by employees of other corporations who are about to become employees of the
Company as the result of a merger or consolidation of the employing corporation
with the Company, or the acquisition by the Company of the assets of the
employing corporation, or the acquisition by the Company of stock of the
employing corporation as the result of which it becomes a subsidiary of the
Company. The terms and conditions of the substitute Options so granted may vary
from the terms and conditions set forth in this Plan to such extent as the Board
or Committee at the time of grant may deem appropriate to
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<PAGE>
conform, in whole or in part, to the provisions of the non-qualified or
incentive stock options in substitution for which they are granted.
5. Rights as Stockholder. 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 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.
6. Expenses. The expenses of this Plan shall be paid by the Company.
7. Withholding. Any person exercising an Option shall be required to pay to
the appropriate member of the Company Group the amount of any taxes such member
is required by law to withhold with respect to the exercise of such Option.
Such payment shall be due on the date such member is required by law to withhold
such taxes. Such payment may also be made, in whole or in part, at the election
of the optionee by the surrender of Shares then owned by the optionee, or the
withholding of Shares otherwise to be issued to the optionee on exercise, in an
amount that would satisfy the withholding amount due. Any election so made by
optionees subject to Section 16(b) of the Act shall be in accordance with the
requirements of Rule 16b-3 and any interpretations thereof of the Securities and
Exchange Commission. The value of such Shares withheld or delivered shall be
equal to the Fair Market Value of such Shares on the date of exercise. In the
event that such payment is not made when due, the Company shall have the right
to deduct, to the extent permitted by law, from any payment of any kind
otherwise due to such person from any member of the Company Group, all or part
of the amount required to be withheld.
8. 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.
9. 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.
10. 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 Section 422 of the Code
or Section 162(m)(4)(C)(ii) of the Code shall not be made without approval of
the stockholders. 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.
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<PAGE>
EXHIBIT B
THE ADVEST GROUP, INC.
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose. The purpose of this 2000 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. 100,000 in the aggregate of the authorized but
unissued shares of the Company's common stock, $.01 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 Human Resources 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 2,500 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
2,500 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 2,500 Shares; 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.
(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 the business day immediately prior to such date, or if no such
prices are available, the fair market value as determined by reasonable rules to
be adopted by the Committee.
(e) Option Certificates. Each Option grant shall be evidenced by an option
certificate or notification (which may be delivered by electronic means) which
shall be in such form as the Committee shall from time to time approve,
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, or transfer from an Advest, Inc. brokerage
account, (ii) by the surrender of Shares then owned by the Participant (or by
the deemed surrender of such Shares pursuant to procedures established by the
Committee), 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
any number up to the total number at the time purchasable under the Option.
23
<PAGE>
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, unless otherwise provided by the Committee.
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, Death or Other Departures. 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. If a
Participant's service as Director is terminated for any other reason, other than
voluntary resignation or failure to stand for reelection, any outstanding
options shall immediately become exercisable and the Participant shall have the
right to exercise any outstanding Option for a three month period following the
termination of the Participant's service.
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.
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. 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.
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<PAGE>
DETACH HERE
PROXY PROXY
THE ADVEST GROUP, INC.
90 State House Square, Hartford, Connecticut 06103
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING
JANUARY 27, 2000
The undersigned stockholder of The Advest Group, Inc. hereby appoints Grant W.
Kurtz, 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 27, 2000 at 10:30 a.m. and any adjournments thereof:
DETACH HERE
/ X / Please mark votes as in this example.
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 PROPOSALS 2 AND 3, AND
AGAINST PROPOSAL 4.
1. Election of four directors
Nominees: Sanford Cloud, Jr. Grant W. Kurtz Barbara L. Pearce
Allen Weintraub.
[ ] FOR [ ] WITHHELD
[ ] _________________________________________________________________
For all nominees except as noted above
THE BOARD OF DIRECTORS RECOMMENDS A VOTE F0R THE FOLLOWING PROPOSALS 2 AND 3:
2. Adoption of the 1999 Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Adoption of the 2000 Non-Employee Director Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING PROPOSAL 4:
4. Stockholder proposal to require Proxy Statement disclosure of charitable
giving.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
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 they may vote in person
in lieu of having their proxy voted.
Please sign and return promptly in the enclosed envelope which requires no
postage if mailed in the U.S.A.
Signature: ____________________ Date: _____________________
Signature: ____________________ Date: _____________________
25
