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 21, 1999
Dear Shareholders:
We will hold the 1999 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 Tuesday, December 21, 1999 at 10:00
a.m., local time. The meeting's purpose is to:
1. Elect five directors;
2. Ratify and approve the selection of Richard A. Eisner & Company, LLP as
independent auditors for 1999; and
3. 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 one of our shareholders at
the close of business on Monday, November 15, 1999.
Along with the attached Proxy Statement, we are also enclosing a copy of
our 1998 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 22, 1999
<PAGE>
SIEBERT FINANCIAL CORP.
885 THIRD AVENUE, SUITE 1720
NEW YORK, NEW YORK 10022
(212) 644-2400
PROXY STATEMENT FOR THE 1999 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 21, 1999
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Annual Meeting: December 21, 1999 The Four Seasons Hotel
10:00 a.m., local time. 57 East 57th Street
New York, New York
Record Date: Close of business on Monday, November 15, 1999. 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 22,883,005
shares of our common stock outstanding. Of those shares,
19,878,700 shares were beneficially owned or controlled by Muriel
Siebert, our Chair and President and one of our directors.
Agenda: 1. Elect five directors.
2. Ratify the selection of Richard A. Eisner & Company, LLP as
our independent auditors for 1999.
3. Any other proper business.
Vote Required: Proposal 1: The five nominees for director who receive the
most votes will be elected. 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 a majority of the votes
cast at the meeting, whether in person or by
proxy, is required to ratify the selection of the
auditors.
Broker
Non-votes: If your broker does not vote on any of the two proposals, it will
have no effect on the votes with respect to any of the two
proposals.
Proxies: Please vote; your vote is important. Prompt return of your proxy
will help avoid the costs of resolicitation. Unless you tell us
on the proxy card to vote
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differently, we will vote signed returned proxies "FOR" 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 upon at the meeting other
than those discussed in this proxy statement. However, if any
additional matters are presented to the shareholders for action
at the meeting, 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 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: We 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 may also solicit
proxies by telephone, facsimile, mail or personal contact. These
persons will receive no additional compensation for their
services, but we may reimburse them for reasonable out-of-pocket
expenses. We will also furnish copies of solicitation materials
to fiduciaries, custodians, nominees and brokerage houses for
forwarding to beneficial owners of our shares of common stock
held in their names, and we will reimburse them for reasonable
out-of-pocket expenses. American Stock Transfer & Trust Company,
our transfer agent, is assisting us in the solicitation of
proxies for the 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.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive
Compensation:
The following table shows salaries and bonuses paid during
the last three years for our Chief Executive Officer and for
our executive officers whose total annual salary and bonus
exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
----------------------------------------------------------------------
Securities
Underlying
Other Annual Stock
Name and Principal Position Year Salary Bonus Compensation Options
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Muriel F. Siebert 1998 $150,000 - - -
Chair and President 1997 150,000 - - -
1996 150,000 $2,975,000 - -
Nicholas P. Dermigny 1998 185,000 175,000 - 40,000
Executive Vice President and 1997 125,000 187,500 - 200,000
Chief Operating Officer 1996 125,000 205,000 - -
Daniel Iesu 1998 70,000 65,000 - 8,000
Secretary 1997 50,000 65,000 - 60,000
1996 50,000 53,250 - -
</TABLE>
Stock Options: Our 1997 Stock Option Plan was adopted by the Board in March 1997
and approved by our shareholders on December 1, 1997. The Plan
permits the issuance of either options intended to qualify as
incentive stock options, or ISOs, under Section 422 of the
Internal Revenue Code of 1986, or options not intended to so
qualify. The aggregate fair market value of our common stock for
which a participant is granted ISOs that first become exercisable
during any given calendar year will be limited to $100,000. To
the extent this limitation is exceeded, an option will be treated
as a nonqualified stock option.
The Plan provides for the grant of options to purchase up to
2,100,000 shares of our common stock to our employees and the
employees of our subsidiaries. The Plan is administered by a
committee of the Board, consisting of Patricia L. Francy and Jane
H. Macon, which selects persons to receive awards under the Plan,
determines the amount of each award and the terms and conditions
governing the award, interprets the Plan and any awards granted
thereunder, establishes rules and regulations for the
administration of the Plan and takes any other action necessary
or desirable for the administration of the Plan. The Plan may be
amended by the Board as it deems advisable. No amendment will
become effective, however, unless approved by the affirmative
vote of our shareholders if shareholder approval is necessary for
the continued validity of the Plan or if the failure to obtain
shareholder approval would adversely affect
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the compliance of the Plan under any rule or regulation
applicable to it. No amendment may, without the consent of a
participant, impair a participant's rights under any option
previously granted under the Plan.
The price for which shares of our common stock may be purchased
upon the exercise of an option will be the fair market value of
the shares on the date of the grant of such option. An ISO
granted to an employee who owns stock possessing more than 10% of
the total combined voting power of all classes of our stock,
however, shall have a purchase price for the underlying shares
equal to 110% of the fair market value of our common stock on the
date of grant. An option generally may be granted for a term not
to exceed ten years from the date the option is granted. All
options will be exercisable in accordance with the terms and
conditions set forth in the option agreement evidencing the grant
of each option. Except under limited circumstances involving
termination of employment due to retirement or death or
disability, a participant may not exercise any option granted
under the Plan within the first year after the date of the grant
of the option.
Full payment of the purchase price for shares of our common stock
purchased upon the exercise, in whole or in part, of an option
must be made at the time of the exercise. The Plan provides that
the purchase price may be paid in cash or in shares of our common
stock valued at their fair market value on the date of purchase.
Alternatively, an option may be exercised in whole or in part by
delivering a properly executed exercise notice, together with
irrevocable instructions to a broker to deliver promptly to us
the amount of sale or loan proceeds necessary to pay the purchase
price and applicable withholding taxes.
During the year ended December 31, 1998, we granted options to
purchase: (1) 40,000 shares of our common stock to our Executive
Vice President and Chief Operating Officer at an exercise price
of $2.6875 per share, (2) 8,000 shares of our common stock to our
Secretary at an exercise price of $2.6875 per share, and (3)
10,000 shares of our common stock to our Chief Financial Officer
at an exercise price of $6.6250. These 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.
The following table sets forth certain summary information
concerning individual grants of stock options made during the
year ended December 31, 1998 to each of the officers named in the
Summary Compensation Table.
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<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Potential
Realizable Value
at Assumed
Number of % of Total Annual Rates of
Shares Options Exercise Stock Price
Underlying Granted to or Base Expiration Appreciation for
Options Employees in Price Per Date Option Term
Name Granted 1998 Share 10% 5%
- ------------------------ -------------- -------------- -------------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Muriel F. Siebert - - - - - -
Nicholas P. Dermigny 40,000 31.7% $2.6875 1/9/08 $67,606 $171,327
Daniel Iesu 8,000 6.3% $2.6875 1/9/08 $13,521 $34,264
</TABLE>
- -----------------
(1) These amounts represent assumed rates of appreciation in the price of our
common stock during the terms of the options in accordance with rates
specified in applicable federal securities regulations. Actual gains, if
any, on stock option exercises will depend on the future price of our
common stock and overall stock market conditions.
The following table sets forth at December 31, 1998 the number of
options and the value of unexercised options held by each of the
officers named in the Summary Compensation Table. None of the
individuals named in the table exercised options during 1998 to
purchase shares of our common stock.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values
Number of Unexercised Options Value of Unexercised In-the-Money
at Year Options at Fiscal Year End
End (1)
------------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------- -------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C>
Muriel F. Siebert - - - -
Nicholas P. Dermigny 40,000 200,000 $282,500 $1,397,500
Daniel Iesu 12,000 56,000 $84,750 $392,500
</TABLE>
-----------------------
(1) The dollar values have been calculated by determining the difference
between the closing price of our common stock at December 31, 1998, $9.375
per share, and the exercise prices of the options.
Restricted
Stock
Award Plan: Our 1998 Restricted Stock Award Plan provides for awards to key
employees of not more than 60,000 shares of our common stock,
subject to adjustments for stock splits, stock dividends and
other changes in our capitalization, to be issued either
immediately after the award or at a future date. As of December
31, 1998, 38,000 shares of our common stock under the Restricted
Stock Award Plan had been awarded and were outstanding. As
provided in the plan and subject to restrictions, shares awarded
may not be disposed of by the recipients for a period of one year
from the date of the award. Cash dividends on shares awarded are
held by us for the benefit of the recipients, subject to the same
restrictions as the award. These dividends (without interest) are
paid to the recipients upon lapse of the restrictions.
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The following table sets forth at December 31, 1998 the number of
shares awarded under the Restricted Stock Award Plan to each of
the officers named in the Summary Compensation Table.
Long-Term Incentive Plans B Awards
In Last Fiscal Year
Number of Shares, Units Performance or Other
or Period Until
Other Maturation
Name Rights or Payout
- ---- ------ ---------
Muriel F. Siebert - -
Nicholas P. Dermigny 400 1 year
Daniel Iesu 400 1 year
Employment
Agreement: We entered into an Employment Agreement dated as of April 9, 1999
with Daniel Jacobson to serve as our Vice Chairman, an officer
position, beginning May 3, 1999. The agreement provides for an
annual base salary of $185,000 plus such bonuses as may be
authorized from time to time by our Board of Directors. The
agreement has an initial three year term, with automatic
extensions of one year unless terminated. If we terminate the
agreement other than for cause or the permanent disability or
death of Mr. Jacobson, he will be entitled to continue to receive
his base salary for a period of (1) three years if the
termination occurs during the first two years of the agreement,
(2) two years if the termination occurs during years three or
four of the agreement (3) and one year if the termination occurs
thereafter. If we terminate the agreement due to the permanent
disability of Mr. Jacobson, he will be entitled to continue to
receive his base salary for a period of one year. In accordance
with the agreement, we also granted an option to purchase 20,000
shares of our common stock to Mr. Jacobson at an exercise price
of $32.50 per share.
Director
Compensation: Our non-employee directors receive an annual cash fee of $10,000.
In addition, in 1997, we granted to each of our non-employee
directors an option to purchase 40,000 shares of our common stock
at $2.3125 per share. 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, our subsidiary is subject to the
Uniform Net Capital Rule (Rule 15c3-1) under the Securities
Exchange Act of 1934. "Net capital" is defined as net worth
(assets minus liabilities), plus qualifying subordinated
borrowings, less certain deductions. Ms. Siebert loaned us
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$3 million pursuant to subordinated notes bearing interest at
rates ranging from 4% to 8%. These notes were repaid in September
1999.
In 1998, we loaned an aggregate of $4 million to Siebert,
Bradford, Shank & Co., L.L.C., or "SBS", pursuant to Temporary
Subordinated Loan Agreements entered into under the rules of the
NASD. These loans were subsequently repaid. We hold 49% of the
equity interest of SBS.
The foregoing relationship and transactions have been approved by
the Board or a committee of the Board or by the shareholders and,
to the extent that these arrangements are available from
non-affiliated parties, are on terms no less favorable to us than
those available from non-affiliated parties.
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<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
Management
Ownership: The following table lists share ownership of our common stock as
of November 1, 1999. The information includes beneficial
ownership by each of our directors and executive officers, by all
directors and executive officers as a group and beneficial owners
known by our management to hold at least 5% of our common stock.
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. Any information in the table
on beneficial owners known by management to hold at least 5% of
our common stock is based on information furnished to us by such
persons or groups and statements filed with the SEC.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME OF BENEFICIAL OWNER(1) COMMON STOCK CLASS(2)
- ------------------------------------------------- ---------------------------- ----------------------
<S> <C> <C>
Muriel F. Siebert 19,878,700 86.9%
Mitchell M. Cohen 2,000(3) 0
Nicholas P. Dermigny 40,000(4) *
Daniel Iesu 0 *
Daniel Jacobson 0 *
Patricia L. Francy 20,000(5) *
Jane H. Macon 20,000(5) *
Directors and executive officers as a group 19,960,700(6) 86.9%
(seven persons)
</TABLE>
* Less than 1%
- --------------------
(1) The address for each person named in the table is c/o Siebert Financial
Corp., 885 Third Avenue, New York, New York 10022.
(2) Percentages are computed in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934.
(3) Consists of 2,000 shares of our common stock that Mr. Cohen has the right
to acquire pursuant to a stock option grant within 60 days of the date of
this table.
(4) Consists of 40,000 shares of our common stock that Mr. Dermigny has the
right to acquire pursuant to a stock option grant within 60 days of the
date of this table.
(5) Consists of 20,000 shares of our common stock that the director has the
right to acquire pursuant to a stock option grant within 60 days of the
date of this table.
(6) Includes options to purchase an aggregate of 82,000 shares of our common
stock described above.
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PROPOSAL 1:
ELECTION OF DIRECTORS
Generally: Our Board has nominated five directors for election at the
meeting. Each nominee currently is 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 67 and a director of Muriel Siebert & Co.,
Inc. since 1967 and the Siebert
Financial Corp. 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
Commission of Judicial Nomination and
the Boy Scouts of Greater New York.
NICHOLAS P. DERMIGNY Nicholas Dermigny has been our Executive
Age 41 Vice President and Chief Operating
Officer since joining us in 1989. Prior
to 1993, he was responsible for our
retail discount division. Mr. Dermigny
became an officer and director on
November 8, 1996.
PATRICIA L. FRANCY Patricia Francy is Treasurer and
Age 54 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 on
March 11, 1997.
JANE H. MACON Jane Macon is a partner with the law
Age 53 firm of Fulbright & Jaworski L.L.P., San
Antonio, Texas. Fulbright & Jaworski
L.L.P. provides legal services to us.
Ms. Macon has been associated with us
since 1983. Ms. Macon became a director
on November 8, 1996.
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DANIEL JACOBSON Daniel Jacobson has been our Vice
Age 71 Chairman since May 1999. Prior to
joining us, Mr. Jacobson was a partner
at Richard A. Eisner & Company, LLP, our
independent auditors. Mr. Jacobson is
also a director of Barnwell Industries,
Inc. Mr. Jacobson became an officer and
a director on May 3, 1999.
Board Meetings: In 1998, the Board held eleven 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 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 our interim unaudited financial reports;
o review with the independent public accountants of the
adequacy of our internal accounting control systems; and
o review and approval of management's recommendation for the
appointment of outside independent public accountants.
The Audit Committee held one meeting during 1998.
The duties of the Compensation Committee include:
o the development, administration and monitoring of our
executive compensation policies and the recommendation to
the Board of those policies; and
o the annual review of the salaries of our executive officers,
including our Chief Executive Officer. When setting the
salary of the executive officers for 1999, the Compensation
Committee considered the compensation for such persons in
previous years.
The Compensation Committee held one meeting during 1998.
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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 us and 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 $10.0 million. The
policy term is from November 8, 1998 to November 8, 2000. As to
reimbursements by the insurer of our 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.
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:
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Generally: We are asking you to ratify the Board's selection of Richard A.
Eisner & Company, LLP as our independent certified public
accountants for 1999. The Audit Committee recommended the
selection of Richard A. Eisner & Company, LLP 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 meeting to answer your questions.
Vote Required: The affirmative vote of a majority of the votes cast at the
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 OUR AUDITORS FOR 1999.
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SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
If you wish to submit proposals to be presented at the 2000 Annual Meeting of
our shareholders, the proposals must be received by us no later than January 31,
2000 for them to be included in our proxy materials for that meeting.
OTHER MATTERS
The Board does not know of any other matters to be presented at the meeting. If
any additional matters are properly presented to the shareholders for action at
the meeting, the persons named in the enclosed proxies and acting thereunder
will have discretion to vote on these matters in accordance with their own
judgment.
YOU MAY OBTAIN A COPY OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WITHOUT CHARGE BY WRITING TO: DANIEL IESU, SECRETARY, SIEBERT FINANCIAL CORP.,
885 THIRD AVENUE, SUITE 1720, NEW YORK, NEW YORK 10022 OR CALLING 800-872-0711.
By Order of the Board of Directors
Daniel Iesu
Secretary
Dated: November 22, 1999
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE VOTE - YOUR VOTE IS IMPORTANT
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<PAGE>
SIEBERT FINANCIAL CORP.
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS -- DECEMBER 21, 1999
The undersigned hereby appoint Daniel Iesu and Mitchell M. Cohen, and each
of them, the proxies of the undersigned, with power of substitution to each of
them to vote all shares of Siebert Financial Corp. which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of Siebert Financial
Corp. to be held at The Four Seasons Hotel, 57 East 57th Street, New York, New
York on Tuesday, December 21, 1999 at 10:00 A.M., local time, and at any
adjournments thereof.
Unless otherwise specified in the spaces provided, the undersigned's vote
will be cast FOR items (1) and (2).
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
1. THE ELECTION OF DIRECTORS:
FOR ALL NOMINEES LISTED BELOW
[ ] (except as marked to the contrary below)
WITHHOLD AUTHORITY
[ ] (to vote for all nominees listed below)
NOMINEES: Muriel F. Siebert, Nicholas P. Dermigny, Patricia L. Francy, Jane H.
Macon and Daniel Jacobson
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below).
2. Ratification of selection of Richard A. Eisner & Company, LLP as
independent accountants:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion on any other business which may properly come
before the meeting or any adjournments thereof.
Please sign exactly as your
name or names appear above.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give your full title as
such.
-----------------------------
(Signature of Stockholder)
-----------------------------
(Signature of Joint Owner,
if any)
Date _________________, 1999
Votes MUST be indicated (x) in Black or Blue Ink.
Please Sign and Return Promptly in Enclosed Envelope. No Postage is Required.
