SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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 by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
SIEBERT FINANCIAL CORP.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Reqistrant)
Payment of Filing Fee (Check 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) Dated Filed:
<PAGE>
SIEBERT FINANCIAL CORP.
885 THIRD AVENUE, SUITE 1720
NEW YORK, NEW YORK 10022
(212) 644-2400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 16, 1998
DEAR SHAREHOLDERS:
We will hold the 1998 Annual Meeting of Shareholders of Siebert
Financial Corp., a New York corporation (the "Company"), at the Four Seasons
Hotel, 57 East 57th Street, New York, New York, on Wednesday, December 16, 1998
at 10:00 a.m., local time. The meeting's purpose is to:
1. Elect five directors;
2. Ratify and approve a Restricted Stock Award Plan approved by the
Board of Directors;
3. Ratify and approve the selection of Richard A. Eisner & Company,
LLP as independent auditors for 1998; and
4. Consider any other matters that are properly presented at the
Annual Meeting and any adjournment.
You may vote at the Annual Meeting if you were a Company shareholder at
the close of business on Wednesday, November 25, 1998.
Along with the attached Proxy Statement, we are also enclosing a copy
of the Company's 1997 Annual Report to Shareholders, which includes our
financial statements.
To assure your representation at the meeting, please vote, sign and
mail the enclosed proxy as soon as possible. We have enclosed a return envelope,
which requires no postage if mailed in the United States, for that purpose. Your
proxy is being solicited by the Board of Directors.
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
Daniel Iesu
SECRETARY
November 27, 1998
<PAGE>
SIEBERT FINANCIAL CORP.
885 THIRD AVENUE, SUITE 1720
NEW YORK, NEW YORK 10022
(212) 644-2400
PROXY STATEMENT FOR THE 1998 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 16, 1998
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
ANNUAL MEETING: December 16, 1998 Four Seasons Hotel
10:00 a.m., local time. 57 East 57th Street
New York, New York 10022
RECORD DATE: Close of business on Wednesday, November 25, 1998. If you
were a shareholder at that time, you may vote at the
meeting. Each share is entitled to one vote. On the
record date, we had 21,007,212 shares of our common stock
outstanding. However, 20,212,000 of those shares were
beneficially owned or controlled by Muriel Siebert, the
Chair, President and a director of the Company.
AGENDA: 1. Elect five directors.
2. Ratify a Restricted Stock Award Plan.
3. Ratify the selection of Richard A. Eisner &
Company, LLP as our independent auditors for 1998.
4. Any other proper business.
VOTE REQUIRED: Proposal 1: The five nominees for director
who receive the most votes will
be Elect five directors elected.
So, if you do not vote for a
nominee, or you indicate
"withhold authority to vote" for
any nominee on your proxy card,
your vote will not count either
for or against the nominee.
Proposal 2: The affirmative vote of the
Ratify Restricted holders of a majority of all
Stock Award Plan outstanding shares of common
stock entitled to vote is
required to approve the adoption
of the Restricted Stock Award
Plan. So, if you do not vote, or
you "abstain" from voting, it
has the same effect as if you
voted "against" the proposal.
<PAGE>
Proposal 3: The affirmative vote of a
Ratify Selection majority of the votes cast at
of Auditors the Annual Meeting, whether in
person or by proxy, is required
to ratify the selection of the
auditors. So, if you "abstain"
from voting, it has the same
effect as if you voted "against"
the proposal.
BROKER NON-VOTES: If your broker does not vote on any of the three
proposals, it will have no effect on the votes with
respect to any of the three proposals.
PROXIES: Please vote; your vote is important. Prompt return of
your proxy will help reduce the costs of resolicitation.
Unless you tell us on the proxy card to vote differently,
we will vote signed returned proxies "FOR" the approval
of the adoption of the Company's 1998 Restricted Stock
Award Plan and the ratification of the appointment of the
auditors, and "FOR" the Board's nominees for director.
If any nominee cannot or will not serve as a director,
your proxy will vote in accordance with his or her best
judgment. At the time we began printing this proxy
statement, we did not know of any matters that needed to
be acted on at the Annual Meeting other than those
discussed in this proxy statement. However, if any
additional matters are presented to the Annual Meeting
for action, your proxy will vote in accordance with his
or her best judgment.
PROXIES SOLICITED BY: The Board of Directors
REVOKING YOUR
PROXY: You may revoke your proxy before it is voted at the
meeting. Proxies may be revoked if you either:
o deliver a signed, written revocation letter, dated
later than the proxy, to Daniel Iesu, Secretary, at
Siebert Financial Corp., 885 Third Avenue, Suite 1720,
New York, New York 10022;
o deliver a signed proxy, dated later than the first
one, to Mr. Iesu, the Secretary of the Company, at the
address above; or
o attend the Annual Meeting and vote in person or by
proxy. Attending the meeting alone will not revoke
your proxy.
COST OF SOLICITATION: The Company will pay all costs of soliciting these
proxies, estimated at $3,500 in the aggregate. Although
we are mailing these proxy materials, our directors,
officers and employees of the Company may also solicit
proxies by telephone, telegram, mail or personal contact.
Such persons will receive no additional
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compensation for such services, but the Company may
reimburse them for reasonable out-of-pocket expenses. We
will also furnish copies of solicitation material to
fiduciaries, custodians, nominees and brokerage houses
for forwarding to beneficial owners of shares of common
stock held in their names, and the Company will reimburse
them for reasonable out-of-pocket expenses. American
Stock Transfer & Trust Company, the Company's transfer
agent, is assisting us in the solicitation of proxies in
connection with the Annual Meeting for no additional fee.
YOUR COMMENTS: Your comments about any aspects of our business are
welcome. You may use the space provided on the proxy card
for this purpose, if desired. Although we may not respond
on an individual basis, your comments help us to measure
your satisfaction, and we may benefit from your
suggestions.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE
COMPENSATION: The following table shows salaries and bonuses paid
during the last three years for the Chief Executive
Officer and our next four most highly compensated
executive officers whose total annual salary and bonus
exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND ------------------------
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)
------------------ ---- ---------- ---------
<S> <C> <C> <C>
Muriel F. Siebert 1997 $150,000 $ --
Chair and President 1996 150,000 2,975,000
1995 108,000 3,017,000
Nicholas P. Dermigny 1997 125,000 187,500
Executive Vice President 1996 125,000 205,000
and Chief Operating Officer 1995 125,000 175,000
Daniel Iesu 1997 50,000 65,000
Secretary 1996 50,000 53,250
1995 --(1) --(1)
</TABLE>
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(1) Total Compensation was below $100,000.
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<PAGE>
STOCK OPTIONS: On May 16, 1997, we granted options to certain employees
at an exercise price of $2.313 per share. On November 6,
1997, we also granted options to purchase 40,000 shares
of common stock to our Executive Vice President and Chief
Financial Officer at an exercise price of $2.219 per
share, which expired without exercise subsequent to his
resignation. The options are exercisable at a rate of 20%
on the first, second, third, fourth and fifth
anniversaries of the date of grant and expire after the
tenth anniversary of the date of grant. Options to
purchase an aggregate of approximately 908,800 shares of
common stock are currently outstanding and held by 33
employees.
DIRECTOR
COMPENSATION: Non-employee directors of the Company or its subsidiaries
receive an annual cash fee of $10,000. Additionally, on
March 11, 1997, we granted each of the non-employee
directors an option to purchase 40,000 shares of common
stock at an exercise price of $2.3125 per share expiring
on the fifth anniversary of the date of grant. We do not
compensate our employees or employees of our subsidiaries
who serve as directors.
CERTAIN RELATIONSHIPS
AND RELATED
TRANSACTIONS: As a registered broker-dealer, we are subject to the
Uniform Net Capital Rule (Rule 15c3-1) promulgated by the
SEC. Under the Rule, "net capital" is defined as net
worth (assets minus liabilities), plus qualifying
subordinated borrowings, less certain deductions. Ms.
Siebert has executed subordinated notes in favor of the
Company in the principal amount of $3 million, which bear
interest at rates ranging from 4% to 8%.
In addition, pursuant to a Temporary Subordination
Agreement entered into on June 30, 1998 expiring on
August 14, 1998 Siebert loaned $3 million to Siebert,
Brandford, Shank & Co., L.L.C., its 49% joint venture
partner, which was subsequently repaid. Previously,
Siebert lent $1.2 million to Siebert, Brandford, Shank &
Co., L.L.C. on a subordinated basis, which bears interest
at 10% and is due in 2001.
Either the Board, a committee of the Board or the
Shareholders have approved these relationships and
transactions, and, to the extent that such arrangements
are available from non-affiliated parties, all
relationships and transactions are on terms no less
favorable to the Company than those available from
non-affiliated parties.
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<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES OF THE COMPANY
CERTAIN BENEFICIAL
OWNERS: The following table lists the beneficial owners known by
management of at least 5% of the Company's common stock
as of November 23, 1998. Information in the table is
based on information furnished to us by such persons or
groups and statements filed with the SEC.
SHARES OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK CLASS(1)
------------------------------------ ------------ --------
Muriel F. Siebert 20,212,000 96.3%
885 Third Avenue, Suite 1720
New York, New York 10022
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(1) Percentage computed in accordance with Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended.
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<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT OF THE COMPANY
MANAGEMENT
OWNERSHIP: The following table lists share ownership of the common
stock as of November 23, 1998. The information includes
beneficial ownership by each of our directors and
executive officers and by all directors and executive
officers as a group. To our knowledge, each person named
in the table has sole voting and investment power with
respect to all shares of common stock shown as
beneficially owned by them.
SHARES OF
COMMON PERCENT OF
NAME OF BENEFICIAL OWNER STOCK CLASS (1)
------------------------ ----- ---------
Muriel F. Siebert 20,212,000(2) 96.3%
Nicholas P. Dermigny 40,400(3) *
Mitchell M. Cohen 10,000(4) *
Daniel Iesu 12,400(5) *
Patricia L. Francy 40,000(6) *
Jane H. Macon 40,000(6) *
Monte E. Wetzler 40,000(6) *
Directors and executive officers 20,394,800(7) 97.1%
as a group (7 persons)
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* Less than 1%.
(1) Percentage computed in accordance with Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended.
(2) Includes 222,000 shares of common stock owned by the Muriel F. Siebert
Foundation, Inc. as to which Ms. Siebert has voting and investment power.
(3) Includes 40,000 shares of common stock that Mr. Dermigny has the right to
acquire pursuant to a stock option grant.
(4) Includes 10,000 shares of common stock that Mr. Cohen has the right to
acquire pursuant to a stock option grant.
(5) Includes 12,000 shares of common stock that Mr. Iesu has the right to
acquire pursuant to a stock option grant.
(6) Consists of 40,000 shares of common stock that the director has the right
to acquire pursuant to a stock option grant.
(7) Includes options to purchase an aggregate of 182,000 shares of common stock
described in footnotes 3, 4, 5 and 6 above.
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<PAGE>
PROPOSAL 1:
ELECTION OF DIRECTORS
GENERALLY: The Board has nominated five directors for election at the Annual
Meeting. Each nominee is currently serving as one of our
directors. If you re-elect them, they will hold office until the
next annual meeting or until their successors have been elected.
NOMINEES: MURIEL F. SIEBERT Muriel Siebert has been Chair, President
Age 66 and a director of Muriel Siebert & Co.,
Inc. ("Siebert") since 1967 and the
Company since November 8, 1996. The first
woman member of the New York Stock
Exchange on December 28, 1967, Ms.
Siebert served as Superintendent of Banks
of the State of New York from 1977 to
1982. She is a director of the New York
State Business Council, the National
Women's Business Council, the
International Women's Forum and the Boy
Scouts of Greater New York.
NICHOLAS P. DERMIGNY Nicholas Dermigny has been Executive Vice
Age 40 President and Chief Operating Officer of
Siebert since joining the firm in 1989.
Prior to 1993, he was responsible for the
retail discount division. Mr. Dermigny
became an officer and director of the
Company on November 8, 1996
PATRICIA L. FRANCY Patricia Francy is Treasurer and
Age 53 Controller of Columbia University. She
previously served as the University's
Director of Finance and Director of
Budget Operations and has been associated
with the University since 1969. Ms.
Francy became a director of the Company
on March 11, 1997.
JANE H. MACON Jane Macon is a partner with the law firm
Age 52 of Fulbright & Jaworski L.L.P., San
Antonio, Texas. Ms. Macon has been
associated with the firm since 1983. Ms.
Macon became a director of the Company on
November 8, 1996.
MONTE E. WETZLER Monte Wetzler is a partner with the New
Age 62 York law firm of Brown 2 Raysman
Millstein Felder & Steiner, LLP and
chairman of its corporate department.
From 1988 until October 31, 1996, Mr.
Wetzler was a partner with the New York
law firm of Whitman Breed Abbott &
Morgan, chairman of its corporate
department and a member of its executive
committee. Mr. Wetzler became a director
of the Company on November 8, 1996.
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<PAGE>
BOARD MEETINGS: In 1997, the Board held two meetings and acted once by
unanimous written consent. Each incumbent director attended
at least 75% of his or her Board meetings and all of his or
her committee meetings.
BOARD COMMITTEES: The Board has standing Audit and Compensation Committees,
each currently consisting of Ms. Macon, Mr. Wetzler and Ms.
Francy.
The duties of the Audit Committee include:
o review with the independent public accountants of the
scope of their audit, the audited consolidated financial
statements, and any internal control comments contained
in the independent public accountants' management letter,
including corrective action taken by management;
o review of the Company's interim unaudited financial
reports;
o review with the independent public accountants of the
adequacy of the internal accounting control systems of
the Company and its subsidiaries; and
o review and approval of management's recommendation for
the appointment of outside independent public
accountants.
The Audit Committee held one meeting during 1997.
The duties of the Compensation Committee include:
o the development, administration and monitoring of the
executive compensation policies of the Company and the
recommendation to the Board of those policies; and
o the annual review of the salaries of the Company's
executive officers, including the Chief Executive
Officer. When setting the salary of the executive
officers for 1998, the Compensation Committee considered
the compensation for such persons in previous years.
The Compensation Committee held one meeting during the year
ended December 31, 1997.
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<PAGE>
INDEMNIFICATION OF OFFICERS
AND DIRECTORS: We indemnify our executive officers and directors
to the extent permitted by applicable law against
liabilities incurred as a result of their service
to the Company and directors, in particular,
against liabilities incurred as a result of their
service as directors of other corporations when
serving at our request. We have a directors and
officers liability insurance policy, underwritten
by Executive Risk Indemnity, Inc., in the
aggregate amount of $5 million. The policy term is
from November 8, 1998 to November 8, 2000. As to
reimbursements by the insurer of the Company's
indemnification expenses, the policy has a
$150,000 deductible; there is no deductible for
covered liabilities of individual directors and
officers. In addition, we have an excess directors
and officers liability insurance policy,
underwritten by the Gulf Insurance Company, in the
amount of $5 million. This policy term is from
July 1, 1998 to November 8, 1998. We will renew
each policy prior to its expiration date.
SECTION 16(a) COMPLIANCE: Section 16(a) of the Securities Exchange Act of
1934 requires that our officers and directors and
the beneficial owners of 10% or more of the
Company's shares file reports with the Securities
and Exchange Commission (the "SEC") and the Nasdaq
SmallCap Market. Based solely on a review of the
reports and representations furnished to the
Company by the reporting persons, we believe that
each has complied with his or her filing
requirements
VOTE REQUIRED: The five nominees for director who receive the
most votes will be elected. The enclosed proxy
allows you to vote for the election of all of the
nominees listed, to "withhold authority to vote"
for one or more of the nominees or to "withhold
authority to vote" for all of the nominees.
If you do not vote for a nominee, or you indicate
"withhold authority to vote" for any nominee, on
your proxy card, your vote will not count either
for or against the nominee. Also, if your broker
does not vote on any of the three proposals, it
will have no effect on the election.
The persons named in the enclosed proxy intend to
vote "FOR" the election of all of the nominees.
Each of the nominees currently serves as a
director and has consented to be nominated. We do
not foresee that any of the nominees will be
unable or unwilling to serve, but if such a
situation should arise your proxy will vote in
accordance with his or her best judgment.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTOR.
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<PAGE>
PROPOSAL 2:
APPROVAL OF RESTRICTED STOCK AWARD PLAN
GENERALLY: The Board is submitting to you for ratification
and approval the 1998 Restricted Stock Award Plan.
We believe the Restricted Stock Award Plan will
benefit the Company and you by providing
employees, upon whom the Company is dependent for
success, with a means of acquiring a greater
interest in the Company. The Board believes that
such interest will encourage the efforts of the
employees and strengthen their desire to remain
with the Company and that the plan will enable us
to maintain a competitive position in attracting
the personnel necessary for growth and
profitability. The Board, therefore, recommends
approval of the Restricted Stock Award Plan.
EFFECTIVE DATE AND DURATION
OF THE PLAN: The Restricted Stock Award Plan will become
effective upon approval by the affirmative vote or
consent of holders of a majority of the issued and
outstanding shares of common stock. The Plan will
terminate when either:
o the date of termination specified in a
resolution of the Board has been reached, or
o we have issued the maximum number of shares of
Award stock allowed under Section 3(b) of the
Plan and the restrictions and conditions set
forth in Section 5 of the Plan have expired as
to all shares of Award stock issued.
ADMINISTRATION: The Board has authorized the formation of a
"Restricted Stock Award Committee" to administer
the plan, which will consist of at least two
persons. All of the members of the Committee must
be a director of the Company; however, no director
of the Company can serve as a member of the
Committee if he had been eligible, at any time
within one year prior to his appointment as a
member, for selection as a person to whom:
o Awards may be granted under the Plan, or
o stock may be allocated or to whom any qualified,
restricted or any other stock option may be
granted under any plan (either presently in
existence or hereafter adopted) of the Company
entitling the participants therein to stock
allocations or to be granted qualified,
restricted or other stock options of the
Company.
The members of the Compensation Committee are
currently serving as members of the Restricted
Stock Award Committee.
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A majority of the members of the Committee shall
constitute a quorum. The Committee may act by a
vote of a majority of the members of the Committee
at any meeting at which a quorum is present or by
unanimous written consent of the members of the
Committee. The Board will fill any vacancies on
the Committee.
The Committee will have full and final authority,
binding upon all who have an interest in the Plan,
to:
o interpret the Plan and the Awards granted under
the Plan;
o prescribe, amend and rescind the rules and
regulations, if any, relating to the Plan; and
o make all determinations necessary or advisable
for the administration of the Plan.
The members of the Committee will not be liable
for anything done or not done by them, or by any
other member of the Committee, in connection with
the Plan, except for their own willful misconduct
or gross negligence.
SHARES AWARDED
UNDER THE PLAN: We granted Restricted Stock Awards for 44,000
shares to some of our employees on January 5,
1998, at which time the market price of the Award
stock was $2.25. We also granted Restricted Stock
Awards for 1,200 shares to some of our employees
on February 20, 1998, at which time the market
price of the Award stock was $5.75. The Award
stock becomes unrestricted on the first
anniversary of the date of grant.
The table below shows the number of shares of
Award stock and the total dollar value of those
shares of Award stock (based on the market value
of the Award on the date of grant) for each of our
directors and employees.
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<PAGE>
<TABLE>
<CAPTION>
1998 RESTRICTED STOCK AWARD PLAN
NAME AND POSITION DOLLAR VALUE ($) NUMBER OF UNITS
----------------- ---------------- ---------------
<S> <C> <C> <C>
Nicholas P. Dermigny, Executive 900 400
Vice President and Chief Operating
Officer
Daniel Iesu 900 400
Executive Group (2 persons) 1,800 800
Non-Executive Director Group 0 0
(0 persons)
Non-Executive Officer Employee 87,900 37,200
Group (approximately 92 persons)
</TABLE>
The maximum number of shares of common stock that
may be delivered or purchased under the Plan is
60,000. However, this number can be adjusted to
preserve the value of an Award if there is a
change in the outstanding common stock because of
a stock dividend, stock split, combination of
shares, recapitalization, or other similar change
in the capital stock of the Company, or in the
event of the merger or consolidation of the
Company into or with any other corporation or a
reorganization of the Company.
AMENDING THE PLAN: The Board can amend the Plan at any time and from
time to time. However, the approval by affirmative
vote (in person or by proxy) of the holders of a
majority of the votes cast at a meeting held to
take such actions at which a quorum is present is
needed to amend the Plan to:
o increase the aggregate number of shares of Award
stock that may be granted pursuant to the Plan;
o materially increase the benefits accruing to
employees under the Plan; or
o materially modify the requirements as to
eligibility for participation in the Plan.
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<PAGE>
AWARDS AVAILABLE
UNDER THE PLAN: Awards under the Plan will consist of shares of
common stock awarded under and subject to the
terms, conditions and restrictions set out in the
Plan and in a Restricted Stock Agreement that each
recipient of an Award will be required to enter
into with us. Any Award may be subject to
specified restrictions or specified conditions
that must be satisfied before delivery.
EMPLOYEES WHO MAY
PARTICIPATE IN THE
PLAN: A person must be an employee on the date of an
Award. The Committee will determine whether a
person is an employee. The term "employee" will
include officers, directors and other employees of
the Company. No member of the Board who is not a
full-time employee of the Company and no member of
the Committee will be eligible to receive an
Award.
Subject to the terms, provisions and conditions of
the Plan, the Committee will, when it determines
appropriate, select which employees of the Company
will receive Awards and the amount of the Award to
each employee. The Committee will also determine
what restrictions or conditions will be imposed
upon the Awards at the time of delivery of the
Award stock and specify and prescribe the form and
substance of any Restricted Stock Agreement
between the recipient and us. Generally, the date
of each Award shall be the date of action by the
Committee. The Committee may make more than one
Award to the same recipient.
PURCHASE OF, AND
PAYMENT, FOR SHARES: The shares of common stock issued under the Plan
are in consideration for services rendered by the
employee and for other good and valuable
consideration. The common stock will be issued
from the Company's authorized but unissued stock
and, upon issuance, will be fully paid and
non-assessable.
RESALE RESTRICTIONS: A recipient of an Award can not sell, or otherwise
dispose of, Award stock for one year from the date
of the Award.
Additionally, if the shares of Award stock have
not been registered under the Securities Act of
1933, pursuant to an effective registration
statement, the recipient of such shares may have
to represent and agree in writing that:
o the recipient will not sell the Award stock
except pursuant to an effective registration
statement under the Securities Act of 1933 or
pursuant to an exemption from registration under
said Act, and
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<PAGE>
o the recipient is acquiring the Award stock for
his or her own account for investment and not to
distribute the shares of Award stock.
We have registered the shares of Award stock.
WITHDRAWAL FROM THE
PLAN; ASSIGNMENT OF
INTEREST: An employee may elect not to be eligible, either
for a period of time or during the entire term of
the Plan, to receive Awards under the Plan by
delivering to the Committee a written notice to
such effect.
A recipient of an Award can not sell, or otherwise
dispose of, Award stock for one year from the date
of the Award.
FORFEITURES AND
PENALTIES: If a recipient of an Award does not remain in the
employ of the Company for one year, he or she will
forfeit all right, title and interest in the Award
stock, except for the following circumstances:
o If the recipient of the Award dies or is
permanently disabled, the restrictions on the
shares awarded will lapse and any Award stock
that has not been delivered to the recipient
will be delivered.
o If the recipient retires before the end of the
one year period at the age of at least 65 years,
or at such other age as the Committee may
determine,
(i) the restrictions on the shares awarded to
the recipient will lapse, and
(ii) Award stock that has not been delivered to
the recipient will be delivered in an
amount determined by multiplying the total
number of shares of Award stock by a
fraction, the numerator of which is equal
to the number of days from the date of the
Award to the date of retirement, and the
denominator of which is 365.
For example, if an Award of 1,000 shares
of Award stock is granted to an employee
on January 2, 1999, and on March 15, 1999
the employee retires at the age of 65 (73
days later), the employee would receive
200 shares of Award stock (1,000 x
(73/365)).
o If the recipient's employment is terminated by
us for cause or is voluntarily terminated by the
recipient, other than due to retirement at or
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after age 65, the recipient forfeits all right,
title and interest in all Award stock.
o If the recipient's employment by the Company is
terminated for any other reason:
(i) the restrictions on the shares awarded to
the recipient will lapse, and
(ii) Award stock that has not been delivered to
the recipient will be delivered in an
amount determined by multiplying the total
number of shares of Award stock by a
fraction, the numerator of which is equal
to the number of days from the date of the
Award to the date of retirement, and the
denominator of which is 365.
For example, if an Award of 1,000 shares
of Award stock is granted to an employee
on January 2, 1999, and on March 15,
1999 employment is terminated (73 days
later), the employee would receive 200
shares of the Award stock (1,000 x
(73/365)).
Any calculation left with a fraction of a share
will be rounded to the nearest whole number of
shares.
The Committee can, in the Restricted Stock
Agreement between the Award recipient and the
Company, impose whatever terms, conditions and
restrictions upon the Award that it believes are
necessary, including, but not limited to:
o the condition that we have the right of first
refusal on the sale by the recipient of Award
stock;
o the condition that we have the right to deduct
from payments of any kind otherwise due to the
recipient any Federal, state or local taxes of
any kind required by law to be withheld with
respect to Awards; and
o the condition that we have the right to impose
limitations, in the event of retirement, with
respect to the post-retirement employment of
the recipient.
As a condition to any Award, the recipient will
execute a Restricted Stock Agreement satisfactory
to the Committee that reflects the conditions
imposed upon the Award. Each certificate for
shares of Award stock will have an appropriate
legend on the certificate that refers to the
terms, conditions and restrictions described in
the Plan and in the Restricted Stock Agreement.
Any attempt to dispose of any Award stock in
contravention of the terms, conditions and
15
<PAGE>
restrictions described in the Plan or in the
Restricted Stock Agreement will be ineffective.
TAX EFFECTS OF
PARTICIPATING IN THE
PLAN: The grant of Awards under the Plan will have no
immediate Federal income tax consequences to a
recipient. Unless the recipient makes an election
under Section 83(b) of the Internal Revenue Code
(see below), the receipt of Awards will have no
immediate tax consequences to a recipient. On the
date the Awards are transferable and no longer
subject to a substantial risk of forfeiture (the
"Vesting Date"), the recipient will be required to
include in gross income an amount equal to the
fair market value of the Awards. Upon a subsequent
sale or exchange of the Awards, assuming the Award
stock is a capital asset in the recipient's hands,
the recipient will recognize capital gain or loss
equal to the difference between the amount
realized on the sale and the tax basis of such
shares. Generally, the recipient's tax basis in
the Awards is equal to the amount of income
recognized, if any, in connection with the receipt
of such Awards. In the event the recipient's
Awards are forfeited prior to the Vesting Date,
the recipient will recognize ordinary loss equal
to the amount paid, if any, for the Awards.
If the recipient files an election pursuant to
Section 83(b) of the Code within 30 days after the
Award Date, the recipient will be required to
include in gross income on the Award Date an
amount equal to the fair market value of the
Awards on such date. Upon a subsequent sale or
exchange of the Awards, again assuming the Award
stock is a capital asset in the recipient's hands,
the recipient will recognize capital gain or loss
equal to the difference between the amount
realized on the sale and the tax basis of such
shares. In the event the recipient's Awards are
forfeited prior to the Vesting Date, the recipient
will recognize loss, if any, equal to the excess
of the amount paid for the Awards over the amount
received as a result of the forfeiture. The
Treasury Regulations interpreting Section 83 of
the Code require that such loss, if any, be
characterized as an ordinary loss. However, your
personal tax advisor should be consulted to
determine the applicability of such regulations to
your specific position.
The Company will be entitled to a deduction for
Federal income tax purposes (provided that
applicable withholding requirements are satisfied)
at the same time and in the same amount as a
recipient recognizes income in connection with the
grant of Awards.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE 1998
RESTRICTED STOCK AWARD PLAN.
-16-
<PAGE>
PROPOSAL 3:
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
GENERALLY: We are asking you to ratify the Board's selection
of Richard A. Eisner & Company, LLP as independent
certified public accountants of the Company for
1998. The Audit Committee recommended the
selection of Richard A. Eisner & Company to the
Board. Although the selection of auditors does not
require ratification, we are submitting this
proposal to you because the Board believes that
this matter is of such significance as to warrant
your participation. If you do not ratify the
appointment, the Board, after review by the Audit
Committee, will consider the appointment of other
independent certified public accountants.
A representative of Richard A. Eisner & Company,
LLP will attend the Annual Meeting to answer your
questions.
VOTE REQUIRED: The affirmative vote of a majority of the votes
cast at the Annual Meeting, whether in person or
by proxy, is required to ratify the selection of
the auditors.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION AND APPROVAL
OF THE APPOINTMENT OF RICHARD A. EISNER & COMPANY, LLP AS THE COMPANY'S
AUDITORS FOR 1998.
-17-
<PAGE>
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
If you wish to submit proposals to be presented at the 1999 Annual
Meeting of Shareholders of the Company, they must be received by the
Company no later than July 30, 1999 for them to be included in the
Company's proxy material for that meeting.
OTHER MATTERS
The Board does not know of any other matters to be presented at the
Annual Meeting. If any additional matters are properly presented to the
Annual Meeting for action, the persons named in the enclosed proxies
and acting thereunder will have discretion to vote on such matters in
accordance with their own judgment.
YOU MAY OBTAIN A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, AS
AMENDED, FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE (EXCEPT FOR EXHIBITS
TO SUCH ANNUAL REPORT, WHICH WILL BE FURNISHED UPON PAYMENT OF THE
COMPANY'S REASONABLE EXPENSES IN FURNISHING SUCH EXHIBITS) BY WRITING
TO: DANIEL IESU, SECRETARY, SIEBERT FINANCIAL CORP., 885 THIRD AVENUE,
SUITE 1720, NEW YORK, NEW YORK 10022.
By Order of the Board of Directors
Daniel Iesu
SECRETARY
Dated: November 27, 1998
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
-18-
<PAGE>
<TABLE>
<CAPTION>
A [ X ] Please mark your
votes as in this
example.
<S> <C> <C> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY NOMINEES: Muriel F. Siebert FOR AGAINST ABSTAIN
at the right (except as to vote for all Nicholas P. Dermigny
marked to the contrary) nominees listed Patricia L. Francy 2. Ratification and approval of
at right Jane H. Macon the adoption of the 1998
Monte E. Wetzler Restricted Stock Award Plan
approved by the Board of
Directors. ___ ___ ___
1. ELECTION 3. Ratification of the
OF appointment of Richard A.
DIRECTORS ______________ ____________ Eisner & Company, LLP as the
Company's independent
auditors for the fiscal year
ending December 31, 1998. ___ ___ ___
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.) 4. In their discretion, the above named proxies
are authorized to vote in accordance with
their own judgment upon such other business as
may properly come before the meeting.
This Proxy, when properly executed, will be voted
in the manner directed herein by the undersigned
shareholder. If no direction is indicated, this
Proxy will be voted "FOR" items 1, 2 and 3 and
the Proxies will use their discretion with
respect to any matters referred to in item 4.
The undersigned hereby acknowledges receipt of a
copy of the accompanying Notice of Annual Meeting
of Shareholders and Proxy Statement and hereby
revokes any Proxy or Proxies heretofore given.
You may strike out the persons named as proxies
and designate a person of your choice, and may
send this Proxy directly to such person.
SIGNATURE(S):_____________________ _______________________________________ DATED: _________, 1998
(Signature if held jointly)
</TABLE>
NOTE: Please complete, date and sign exactly as your name appears hereon.
When signing as attorney, administrator, executor, guardian, trustee or
corporate official, please add your title. If shares are held jointly,
each holder should sign.
<PAGE>
SIEBERT FINANCIAL CORP.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 16, 1998
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel Iesu or Nicholas P. Dermigny,
and each of them, proxies of the undersigned, with full power of substitution,
to vote all shares of Common Stock of Siebert Financial Corp., a New York
corporation ("Siebert"), which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of Siebert to be held at the Four Seasons Hotel, 57 East
57th Street, New York, New York 10022, on Wednesday, December 16, 1998 at 10:00
a.m. (local time), or any adjournment thereof, with all the powers the
undersigned would have if personally present, on the following matters:
IMPORTANT: SIGNATURE AND DATE REQUIRED ON REVERSE SIDE
