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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
[X] Definitive Proxy Statement BY RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12
SEI Investments Company
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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SEI INVESTMENTS NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD FEBRUARY 14, 2001
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SEI Investments Company
Oaks, PA 19456-1100
Notice of Special Meeting of Shareholders
To be Held February 14, 2001
A Special Meeting of Shareholders of SEI Investments
Company (the "Company"), a Pennsylvania business
corporation, will be held at 10:00 a.m., local time,
Wednesday, February 14, 2001, at One Freedom Valley
Drive, Oaks, PA 19456-1100 for the purpose of
considering and acting upon the following:
1. Approval of an amendment to the Company's Articles
of Incorporation, as amended, to increase the number
of shares of Common Stock, par value $.01 per share,
that the Company is authorized to issue from
100,000,000 shares to 750,000,000 shares. Approval
of this Proposal will result in a two-for-one split
of the Company's Common Stock to be paid as a
dividend.
2. To transact such other business as may properly come
before the Special Meeting or any adjournments
thereof.
Only shareholders of record at the close of business
on January 15, 2001 will be entitled to notice of,
and to vote at, the Special Meeting and at any
adjournments thereof.
By order of the Board of Directors,
William M. Doran
Secretary
January 18, 2001
Your vote is important. Accordingly, whether or not
you expect to attend the Special Meeting, you are
asked to promptly complete, sign, and return the
accompanying proxy card in the envelope provided,
which requires no postage if mailed in the United
States. If you send in your proxy card and then
decide to attend the Special Meeting to vote your
shares in person, you may still do so. Your proxy is
revocable in accordance with the procedures set forth
in this proxy statement.
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SEI Investments Company
Oaks, PA 19456-1100
Proxy Statement
Special Meeting of Shareholders
This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of SEI
Investments Company (the "Company") of proxies for
use at a Special Meeting of Shareholders of the
Company to be held on February 14, 2001 (the "Special
Meeting") and at any adjournments thereof. Action
will be taken at the meeting upon a proposed
amendment to the Company's Articles of Incorporation,
as amended, to increase the number of shares of
Common Stock, par value $.01 per share, that the
Company is authorized to issue from 100,000,000
shares to 750,000,000 shares (the "Proposal") and
such other business as may properly come before the
meeting and any adjournments thereof. Approval of the
Proposal will result in a two-for-one split of the
Company's Common Stock to be paid as a dividend.
Voting at the Meeting, Vote Required and Revocation
Only the holders of the Company's Common Stock, par
value $.01 per share ("Shares"), of record at the
close of business on January 15, 2001 are entitled to
vote at the Special Meeting. On that date there were
54,289,990 Shares outstanding and entitled to be
voted at the meeting. Each holder of Shares entitled
to vote will have the right to one vote for each
Share outstanding in his or her name on the books of
the Company. See "Ownership of Shares" for
information regarding the ownership of Shares by
directors, nominees, officers, and certain
shareholders of the Company.
The affirmative vote of the majority of the votes
cast at the Special Meeting is necessary to approve
the amendment.
The Shares represented by each properly executed
proxy card will be voted in the manner specified by
the shareholder. If instructions to the contrary are
not given, such Shares will be voted FOR the
Proposal. If there are any other matters properly
presented to the meeting for action,
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the proxy holders will vote the proxies (which confer
discretionary authority to vote on such matters) in
accordance with their best judgment.
Execution of the accompanying proxy card will not
affect a shareholder's right to attend the Special
Meeting and vote in person. Any shareholder giving a
proxy has the right to revoke it by giving written
notice of revocation to the Secretary of the Company
at any time before the proxy is voted. Under the
Pennsylvania Business Corporation Law, if a
shareholder (including a nominee, broker, or other
record owner) records the fact of abstention or fails
to vote (including broker non-votes) either in person
or by proxy, such action is not considered a vote
cast and will have no effect on the Proposal, but
will be considered present for purposes of
determining a quorum.
This Proxy Statement and the accompanying proxy
were first sent by mail to Common Shareholders on or
about January 18, 2001. The costs of this
solicitation are being borne by the Company.
(Proposal No. 1) Amendment to the Articles of Incorporation, as
amended, to Increase the Number of Authorized Shares
of Common Stock
On December 14, 2000, the Board of Directors declared
advisable and unanimously approved an Amendment to
increase the aggregate number of shares of Common
Stock that the Company is authorized to issue from
100,000,000 shares to 750,000,000 shares. No increase
in the number of shares of Preferred Stock of the
Company, currently 60,000 shares, is proposed or
anticipated.
If approved by the Shareholders, the Amendment
will become effective upon the filing of Articles of
Amendment to the Articles of Incorporation, as
amended, with the Secretary of the Commonwealth of
Pennsylvania. The Amendment would change Article V of
the Company's Articles of Incorporation, as amended,
to read in its entirety as follows:
"The aggregate number of shares which the
corporation shall have the authority to issue is
750,060,000 shares, consisting of 60,000 shares of
Series Preferred Stock of the par value of $.05 per
share and 750,000,000 shares of Common Stock of the
par value $.01 per share. The Board of Directors of
the corporation shall have the full authority
permitted by law to fix by resolution full, limited,
multiple or fractional,
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or no voting privileges, limitations, options,
conversion rights and other special or relative
rights of any class or any series of any class that
may be desired. The shareholders of the corporation
shall not have the right to accumulate their votes
for the election of directors."
At the same time that it adopted the resolution to
increase the authorized capital stock, the Board of
Directors declared a two-for-one stock split of the
Company's Common Stock that would be effected in the
form of a dividend of one additional share of Common
Stock for each share of Common Stock outstanding (the
"Stock Split"), conditioned upon the Shareholders'
approval of this Proposal to increase the authorized
shares of the Company.
Purpose and Effect of the Amendment
As of the Record Date, of the Company's 100,000,000
authorized shares of Common Stock, approximately
54,290,000 shares were issued and outstanding,
approximately 2,535,000 shares were reserved for
future issuance under the Company's equity
compensation plans and employee stock purchase plan,
of which, currently, approximately 8,347,000 are
covered by outstanding options and are available for
grant or purchase. Based upon the foregoing number of
outstanding and reserved shares of Common Stock, the
Company currently has approximately 34,828,000 shares
remaining available for other purposes.
Based upon figures as of January 15, 2001, of the
750,000,000 shares of Common Stock that would be
authorized, approximately 130,344,000 shares would be
required to effectuate the Stock Split. The aggregate
number of shares of Common Stock that may be sold
under each of the Company's equity compensation plans
and employee stock purchase plan, and the exercise
price of such options, will be proportionately
adjusted to reflect the Stock Split. For example, the
Stock Split will have the effect of doubling the
number of shares of Common Stock issuable upon the
exercise of options under the Company's equity
compensation plans, and of reducing by one-half the
option price per share of such options.
The Board of Directors believes that it is in the
Company's best interests to increase the number of
authorized but unissued shares of
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Common Stock in order to have additional shares
available to meet the Company's future business needs
as they arise. Other than the shares which are
required to effect the Stock Split, the Company's
management has no present arrangements, agreements,
understandings or plans for the use of the additional
shares proposed to be authorized. The Board believes
that the availability of such additional shares will
provide the Company with the flexibility to issue
Common Stock for a variety of other purposes the
Board of Directors may deem advisable without further
action by the Company's Shareholders, unless required
by law, regulation or stock exchange rule. These
purposes could include, among other things, the sale
of stock to obtain additional capital funds, the
purchase of property, the acquisition of other
companies, the use of additional shares for various
equity compensation and other employee benefit plans,
the declaration of future stock splits or
distributions, and other bona fide purposes.
The Board of Directors unanimously approved the
Stock Split. Because the Stock Split would
effectively double the number of outstanding shares
of Common Stock and increase that number to an amount
in excess of 100,000,000 shares, an increase in
authorized capital is required to make the proposed
stock dividend possible. As a result, the Board
conditioned the Stock Split on obtaining Shareholder
approval of this increase in the Company's authorized
capital.
There will be no change in the voting rights,
dividend rights, liquidation rights, preemptive
rights or any other Shareholder rights as a result of
the proposed Amendment. The additional shares might
be issued at such times and under such circumstances
as to have a dilutive effect on earnings per share
and on the equity ownership of the present holders of
Common Stock.
Effect of the Stock No change in total shareholders' equity will result
Split from the Stock Split. The aggregate amount of capital
represented by the outstanding shares of Common Stock
will be increased by $.01 for each share issued to
effect the Stock Split and the Company's capital in
excess of par value account will be reduced by the
same amount. After the Stock Split, purchases and
sales of Common Stock by an individual Shareholder
may be subject to
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higher brokerage charges and applicable stock
transfer taxes than on a pre-split transaction of
equivalent market value due to the greater number of
shares of Common Stock involved after the Stock
Split. In addition, the Company will incur certain
expenses in connection with the Stock Split, such as
the cost of preparing and delivering to Shareholders
new certificates representing additional shares.
The Company has been advised that, based on
current tax law, the Stock Split should not result in
any gain or loss for Federal income tax purposes. The
tax basis of every share held before the Stock Split
will be allocated between the two shares held as a
result of the distribution, and the holding period of
the new shares will include the holding period of the
shares with respect to which they were issued. The
laws of jurisdictions other than the United States
may impose income taxes on the issuance of the
additional shares and Shareholders subject to such
laws are urged to consult their tax advisers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES
OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK.
Ownership of Shares
The following table contains information as of
December 31, 2000 (except as noted) relating to the
beneficial ownership of Shares by each of the members
of the Board of Directors, the Chief Executive
Officer and each of the four most highly compensated
executive officers of the Company, by members of the
Board of Directors and all of the Company's executive
officers as a group, and by the holders of 5% or more
of the total Shares outstanding. As of December 31,
2000, there were 54,067,248 Shares outstanding.
Information as to the number of Shares owned and the
nature of ownership has been provided by these
persons and is not within the direct knowledge of the
Company. Unless otherwise indicated, the
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named persons possess sole voting and investment
power with respect to the shares listed.
<TABLE>
<CAPTION>
Name of Individual or Number of Percent of
Identity of Group Shares Owned Class(/1/)
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<S> <C> <C>
Alfred P. West, Jr.(/2/)............... 12,654,365 23.4%
William M. Doran(/3/)(/4/)............. 2,385,154 4.4%
Carmen V. Romeo(/3/)(/5/).............. 1,301,208 2.4%
Richard B. Lieb(/3/)................... 660,100 1.2%
Edward D. Loughlin(/3/)................ 463,002 *
Henry H. Greer......................... 423,857 *
Dennis J. McGonigle(/3/)............... 285,941 *
Henry H. Porter(/3/)................... 201,000 *
Kathryn M. McCarthy(/3/)............... 12,300 *
All executive officers and directors as
a group (11 persons)(/6/)............. 16,961,772 30.4%
Thomas W. Smith(/7/)................... 5,723,400 10.6%
Thomas N. Tryforos(/7/)................ 4,335,864 8.0%
-------------------------------------------------------
</TABLE>
* Less than one percent.
(1) Applicable percentage of ownership is based on
54,067,248 shares of Common Stock outstanding on
December 31, 2000. Beneficial ownership is
determined in accordance with the rules of the
Securities and Exchange Commission and means voting
or investment power with respect to securities.
Shares of Common Stock issuable upon the exercise of
stock options exercisable currently or within 60
days of December 31, 2000 are deemed outstanding and
to be beneficially owned by the person holding such
option for purposes of computing such person's
percentage ownership, but are not deemed outstanding
for the purpose of computing the percentage
ownership of any other person. Except for shares
held jointly with a person's spouse or subject to
applicable community property laws, or as indicated
in the footnotes to this table, each Shareholder
identified in the table possesses sole voting and
investment power with respect to all shares of
Common Stock shown as beneficially owned by such
Shareholder.
(2) Includes an aggregate of 12,000 Shares held by Mr.
West's wife and 2,499,357 Shares held in trusts for
the benefit of Mr. West's children, of which Mr.
West's wife is a trustee or co-trustee. Also
includes 72,000 Shares that may be acquired upon
exercise of stock options exercisable within 60 days
of December 31, 2000 held in a trust of which Mr.
West is
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a trustee. Mr. West disclaims beneficial ownership of
the Shares held in these trusts. Also includes
2,268,750 Shares held by APWest Associates, L.P., a
Delaware limited partnership of which Mr. West is the
sole general partner. Also includes 1,740,644 Shares
held in several trusts of which Mr. West is a
trustee. Mr. West's address is c/o SEI Investments
Company, Oaks, PA 19456-1100.
(3) Includes, with respect to Mssrs. Doran, Romeo, Lieb,
Loughlin, McGonigle and Porter and Ms. McCarthy,
6,000, 251,250, 256,500, 420,000, 238,500, 78,000
and 12,000 Shares, respectively, that may be
acquired upon exercise of stock options exercisable
within 60 days of December 31, 2000.
(4) Includes an aggregate of 2,097,000 Shares held in
trust for the benefit of Mr. West's children, of
which Mr. Doran is a co-trustee and, accordingly,
shares voting and investment power. Mr. Doran
disclaims beneficial ownership of the Shares held in
trust. Also includes 62,000 shares in several trusts
of which Mr. Doran is a trustee.
(5) Includes an aggregate of 16,600 Shares held in
custodianship for the benefit of Mr. Romeo's minor
children, of which Mr. Romeo's brother is a
custodian. Mr. Romeo disclaims beneficial ownership
of the Shares held in custodianship.
(6) Includes 1,793,050 Shares that may be acquired upon
the exercise of stock options exercisable within 60
days of December 31, 2000.
(7) Information is based on a Form 13G/A filed with the
Securities and Exchange Commission by Mssrs. Smith
and Tryforos on February 14, 2000, as adjusted for
the Company's June 2000 three-for-one stock split.
Messrs. Smith and Tryforos share voting and
investment power with respect to 4,312,500 Shares in
their capacities as general partners to private
investment limited partnerships and trustees of a
profit sharing trust. Messrs. Smith and Tryforos
have sole voting and investment power with respect
to 1,410,900 and 23,364 Shares, respectively. The
address of Messrs. Smith and Tryforos is 323
Railroad Avenue, Greenwich, CT 06830.
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Other Matters
As of the date of this Proxy Statement, management
knows of no other matters to be presented for action
at the Special Meeting. However, if any further
business should properly come before the Special
Meeting, the persons named as proxies in the
accompanying proxy card will vote on such business in
accordance with their best judgment.
Solicitation of Proxies
The accompanying proxy card is solicited on behalf of
the Board of Directors of the Company. Following the
original mailing of the proxy materials, proxies may
be solicited personally by officers and employees of
the Company, who will not receive additional
compensation for these services. The Company will
reimburse banks, brokerage firms, and other
custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy material
to beneficial owners of Shares.
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SEI INVESTMENTS
ONE FREEDOM VALLEY DRIVE OAKS, PENNSYLVANIA 19456 610 676 1000 www.seic.com
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[Form of front of proxy card]
PROXY SEI INVESTMENTS COMPANY PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned shareholder of SEI Investments Company (the "Company")
hereby appoints Lydia A. Gavalis and Christine M. McCullough, or either of them
(with full power to act alone in the absence of the other and with full power of
substitution in each), the proxy or proxies of the undersigned, and hereby
authorizes either of them to represent and to vote as designated on the reverse,
all Shares of Common Stock of the Company held of record by the undersigned at
the close of business on January 15, 2001, at the Special Meeting of
Shareholders to be held on February 14, 2001, and at any adjournments thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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[Form of back of proxy card]
Special Meeting of Shareholders of
SEI INVESTMENTS COMPANY
February 14, 2001
TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card back as soon as possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
Please call toll free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
TO VOTE BY INTERNET
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Please access the web page at www.voteproxy.com and follow the on-screen
-----------------
instructions. Have your control number and the proxy card available when you
access the web page.
YOUR CONTROL NUMBER IS ---------------
Please Detach and Mail in the Envelope Provided
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[X] Please mark your
votes as in this
example
Please mark, sign, date and return the proxy card promptly using the
enclosed envelope.
1. Approval of an amendment to the Company's Articles of Incorporation, as
amended, to increase the number of authorized shares from 100,000,000
shares to 750,000,000 shares.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.
Receipt of notice of said meeting and the Proxy Statement of SEI Investments
Company accompanying the same is hereby acknowledged.
This proxy, when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR Proposal 1.
CHECK HERE FOR ADDRESS CHANGE [_]
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [_]
SIGNATURE __________________________________________ DATE ________________
SIGNATURE __________________________________________ DATE ________________
Note: Please sign exactly as name appears hereon. When Shares are held by joint
tenants, all joint tenants should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give the full title
as such. If a corporation, please sign in the full corporate name by the
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person
