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 JUNE 15, 2000
DEAR SHAREHOLDERS:
Notice is hereby given of the Annual Meeting of Shareholders of Siebert
Financial Corp., a New York corporation , at The Harmonie Club, 4 East 60th
Street, New York, New York, on Thursday, June 15, 2000 at 9:00 a.m., local time.
The meeting's purpose is to:
1. Elect five directors; and
2. 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
of record at the close of business on Monday, April 17, 2000.
Along with the attached Proxy Statement, we are also enclosing a copy
of our 1999 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. Your proxy is being
solicited by the Board of Directors. Shareholders who attend the meeting may
revoke their proxy and vote their shares in person.
PLEASE VOTE - YOUR VOTE IS IMPORTANT
Daniel Iesu
SECRETARY
New York, New York
May 19, 2000
<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 JUNE 15, 2000
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
ANNUAL MEETING: June 15, 2000 The Harmonie Club
9:00 a.m., local time. 4 East 60th Street
New York, New York
RECORD DATE: Close of business on Monday, April 17, 2000. 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 22,896,345 shares of our common stock
outstanding. Of those shares, 19,878,700 shares were
beneficially owned or controlled by Muriel Siebert, our
Chairwoman and President and one of our directors.
QUORUM: The holders of a majority of the outstanding shares of
common stock, present in person or by proxy and entitled
to vote, will constitute a quorum at the meeting.
Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a
quorum.
AGENDA: 1. Elect five directors.
2. Any other proper business. However, we currently
are not aware of any other matters that will come
before the meeting.
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.
BROKER NON-VOTES: If your broker does not vote on the proposal, it will
have no effect on the vote with respect to the proposal.
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
differently, we will vote signed returned proxies "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
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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:
- deliver a signed, written revocation letter, dated
later than the proxy to be revoked, to Daniel Iesu,
Secretary, at Siebert Financial Corp., 885 Third
Avenue, Suite 1720, New York, New York 10022;
- deliver a signed proxy, dated later than the first
proxy, to Mr. Iesu at the address above; or
- attend the Annual Meeting and vote in person or by
proxy. Attending the meeting without doing more 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 during 1999 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------------------------
SECURITIES
OTHER ANNUAL UNDERLYING STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Muriel F. Siebert 1999 $150,000 -- -- --
Chairwoman and President 1998 150,000 -- -- --
1997 150,000 -- -- --
Daniel Jacobson 1999 124,519(1) -- -- 20,000
Vice Chairman 1998 -- -- -- --
1997 -- -- -- --
Nicholas P. Dermigny 1999 185,000 $185,000 -- --
Executive Vice President and 1998 185,000 175,000 -- 40,000
Chief Operating Officer 1997 125,000 187,500 -- 200,000
Mitchell M. Cohen 1999 121,538 125,000 -- --
Executive Vice President and 1998 25,000 20,000 -- 10,000
Chief Financial Officer 1997 -- -- -- --
Daniel Iesu 1999 70,000 80,000 -- --
Secretary 1998 70,000 65,000 -- 8,000
1997 50,000 65,000 -- 60,000
</TABLE>
- ----------
(1) Mr. Jacobson began serving as our Vice Chairman on May 3, 1999. The amount
of salary listed above reflects earnings for the period of May 3, 1999
through December 31, 1999.
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, or
options not intended to qualify as ISOs. 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,
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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 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 the 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 described in the option
agreement relating to 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, 1999, we granted an
option to purchase 20,000 shares of our common stock to
our Vice Chairman at an exercise price of $32.50 per
share. 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, 1999 to
each of the officers named in the Summary Compensation
Table.
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OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SHARES OPTIONS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS EMPLOYEES IN OR BASE PRICE EXPIRATION OPTION TERM (1)
NAME GRANTED 1999 PER SHARE DATE 5% 10%
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Muriel F. Siebert -- -- -- -- -- --
Daniel Jacobson 20,000 58% $32.50 5/4/09 $425,000 $1,124,200
Nicholas P. Dermigny -- -- -- -- -- --
Mitchell M. Cohen -- -- -- -- -- --
Daniel Iesu -- -- -- -- -- --
</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, 1999
the number of options and the value of unexercised
options held by each of the officers named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS OPTIONS AT
SHARES AT YEAR END FISCAL YEAR END (1)
ACQUIRED ON VALUE ------------------------------ -------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Muriel F. Siebert -- -- -- -- -- --
Daniel Jacobson -- -- 4,000 16,000 -- --
Nicholas P. Dermigny 48,000 $ 1,193,782 40,000 152,000 $ 490,000 $1,862,000
Mitchell M. Cohen -- -- 2,000 8,000 16,250 65,000
Daniel Iesu 25,600 579,013 -- 42,400 -- 519,400
</TABLE>
- ----------------------
(1) The dollar values have been calculated by determining the difference
between the closing price of our common stock at December 31, 1999, $14.75
per share, and the exercise prices of the options.
RESTRICTED STOCK
AWARD PLAN: Our 1999 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, 1999, 41,400 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
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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.
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.
COMPENSATION
COMMITTEE REPORT
TO STOCKHOLDERS: This report of our Compensation Committee of the Board
of Directors shall not be deemed incorporated by
reference by any general statement incorporating by
reference this proxy statement into any filing under the
Securities Act of 1933, or under the Securities Exchange
Act of 1934, except to the extent that we specifically
incorporate this information by reference, and shall not
otherwise be deemed filed under these acts.
Our Compensation Committee currently consists of Ms.
Macon and Ms. Francy. The committee administers our
executive compensation programs, monitors corporate
performance and its relationship to compensation of
executive officers, and makes appropriate
recommendations concerning matters of executive
compensation.
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Compensation Philosophy: We believe that executive
compensation should be closely related to increased
shareholder value. One of our strengths that contributes
to our successes is a strong management team. Our
compensation program is designed to enable us to
attract, retain and reward capable employees who can
contribute to our continued success, principally by
linking compensation with the attainment of key business
objectives. Accordingly, our executive compensation
program is designed to provide competitive compensation,
support our strategic business goals and reflect our
performance.
Our compensation program reflects the following
principles:
o Compensation should encourage increased shareholder
value.
o Compensation programs should support our short- and
long-term strategic business goals and objectives.
o Compensation programs should reflect and promote our
values and reward individuals for outstanding
contributions toward business goals.
o Compensation programs should enable us to attract
and retain highly qualified professionals.
Pay Mix and Measurement: Our executive compensation is
comprised of two components, base salary and incentives,
each of which is intended to serve the overall
compensation philosophy.
The Chief Executive Officer requested that her cash
compensation for the year 1999 be limited to $150,000.
The Company's philosophy is to keep base salaries on the
lower end of what is considered standard for the
industry, and to be flexible with bonuses when the
circumstances warrant.
The Committee reviews and approves our Chief Executive
Officer's recommendation of salaries and bonuses for our
senior executives. In performing its review, the
Committee has separate discussions with each of the
executives concerning their own duties and those of the
other executives under review. Bonuses, except for our
Vice Chairman's, are awarded for calendar year
performance and take into account the accomplishments of
the executive and the Company's overall performance. Our
Vice Chairman's bonus is on fiscal year basis ending
April 30 and has not as yet been determined.
Stock options are awarded to some executives upon
employment and generally vest over a five-yea period.
Options on 25,000 shares were awarded to new
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employees during 1999. Additionally, options on 9,500
shares were awarded to several employees during 1999,
primarily in connection with promotions.
Specific salary and incentive amounts are disclosed in
the Summary Compensation Table and the Options Grants in
Last Fiscal Year table.
Patricia L. Francy
Jane H. Macon
CERTAIN RELATIONSHIPS
AND RELATED
TRANSACTIONS: As a registered broker-dealer, our subsidiary is subject
to the Uniform Net Capital Rule under the Exchange Act.
"Net capital" is defined as net worth (assets minus
liabilities), plus qualifying subordinated borrowings,
less certain deductions. Ms. Siebert loaned us $3
million pursuant to subordinated notes bearing interest
at rates ranging from 5% to 8%. These notes were repaid
by us in September 1999.
In 1999, Ms. Siebert also pledged some of her shares of
our common stock as collateral for the obligations of
our subsidiary, Siebert, Brandford, Shank & Co., L.L.C.,
or SBS, under a $5,000,000 Revolving Subordinated Loan
Agreement. We hold a 49% equity interest in SBS.
In 1998, we loaned an aggregate of $4 million to SBS
under temporary subordinated loan agreements entered
into under the rules of the National Association of
Securities Dealers, Inc. These loans were subsequently
repaid.
The foregoing 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.
OUR PERFORMANCE: The stock price performance graph below shall not be
deemed incorporated by reference by any general
statement incorporating by reference this proxy
statement into any filing under the Securities Act or
under the Exchange Act, except to the extent we
specifically incorporate this information by reference,
and shall not otherwise be deemed filed under these
acts.
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COMPARISON OF 37 MONTH CUMULATIVE TOTAL RETURN*
AMONG SIEBERT FINANCIAL CORP.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE DOW JONES SECURITIES BROKERS INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS
Cumulative Total Return
-----------------------------------------------------------
11/12/96 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C>
SIEBERT FINANCIAL CORP. 100.00 91.15 78.41 319.00 506.59
NASDAQ STOCK MARKET (U.S.) 100.00 106.11 130.01 183.32 339.26
DOW JONES SECURITIES BROKERS 100.00 116.32 211.59 240.64 372.68
</TABLE>
* Assumes $100 invested on November 12, 1996 in our common stock and on
October 31, 1996 in the indices presented. Amounts include reinvestment of
diviedends.
The above graph compares our performance from November
12, 1996, the date that our common stock commenced
trading publicly, through December 31, 1999, against the
performance of the Nasdaq Market Index and the Dow
Jones Securities Brokers Index.
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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 March 31, 2000. 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.
SHARES OF PERCENT OF
NAME OF BENEFICIAL OWNER(1) COMMON STOCK CLASS(2)
- --------------------------------------------- -------------- -------------
Muriel F. Siebert 19,878,700 86.8%
Mitchell M. Cohen 0 *
NICHOLAS P. DERMIGNY 88,000(3) *
DANIEL IESU 12,000(4) *
DANIEL JACOBSON 4,000(5) *
PATRICIA L. FRANCY 20,000(6) *
JANE H. MACON 20,000(6) *
DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP 20,022,700(7) 86.9%
(seven persons)
* 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 Exchange
Act.
(3) Consists of 88,000 shares of our common stock that Mr. Dermigny has the
right to acquire pursuant to a stock option grant.
(4) Consists of 12,000 shares of our common stock that Mr. Iesu has the right
to acquire pursuant to a stock option grant.
(5) Consists of 4,000 shares of our common stock that Mr. Jacobson has the
right to acquire pursuant to a stock option grant.
(6) Consists of 20,000 shares of our common stock that the director has the
right to acquire pursuant to a stock option grant.
(7) Includes options to purchase an aggregate of 144,000 shares of our common
stock described above.
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PROPOSAL 1:
ELECTION OF DIRECTORS
GENERALLY: Our Board 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.
<TABLE>
<S> <C> <C>
NOMINEES: MURIEL F. SIEBERT Muriel Siebert has been Chairwoman, 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. Ms.
Siebert is also on the executive committee of
the Economic Club of New York.
NICHOLAS P. DERMIGNY Nicholas Dermigny has been our Executive Vice
Age 42 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 Controller of
Age 54 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 firm of
Age 53 Fulbright & Jaworski L.L.P., San Antonio, Texas.
Fulbright & Jaworski L.L.P. provides legal
services to us. Ms. Macon became a director on
November 8, 1996.
</TABLE>
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<TABLE>
<S> <C> <C>
DANIEL JACOBSON Daniel Jacobson has been our Vice Chairman since
Age 71 May 1999. Prior to joining us, Mr. Jacobson was
a partner at Richard A. Eisner & Company, LLP.
Mr. Jacobson is also a director of Barnwell
Industries, Inc. Mr. Jacobson became an officer
and a director on May 3, 1999.
</TABLE>
BOARD MEETINGS: In 1999, the Board held five meetings and acted three
times 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:
- 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;
- review of our interim unaudited financial
reports;
- review with the independent public accountants
of the adequacy of our internal accounting
control systems; and
- review and approval of management's
recommendation for the appointment of outside
independent public accountants.
The Audit Committee held two meetings during 1999.
The Compensation Committee held one meeting during
1999.
SECTION 16(A)
BENEFICIAL OWNERSHIP
REPORTING
COMPLIANCE: Section 16(a) of the Exchange Act requires our
executive officers and directors and persons who
beneficially own more than 10% of our common stock to
file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange
Commission. These executive officers, directors and
shareholders are required by the SEC to furnish us
with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of the forms
furnished to us, we believe that during fiscal 1999
all Section 16(a) filing requirements applicable to
our executive officers, directors and greater than
10% beneficial owners were complied with on a timely
basis.
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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 million. 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 DEEMS "PROPOSAL 1: ELECTION OF DIRECTORS"
TO BE IN THE BEST INTERESTS OF SIEBERT FINANCIAL CORP.
AND ITS SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE
"FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
13
<PAGE>
RELATIONSHIP WITH INDEPENDENT AUDITORS
Richard A. Eisner & Company, LLP currently serves as our independent auditors. A
representative of Richard A. Eisner & Company, LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if he desires to do so,
and will respond to appropriate questions from stockholders.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
If you wish to submit proposals to be presented at the 2001 Annual Meeting of
our shareholders, the proposals must be received by us no later than
January 17, 2001 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-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999 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: May 19, 2000
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE VOTE - YOUR VOTE IS IMPORTANT
14
<PAGE>
SIEBERT FINANCIAL CORP.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS - JUNE 15, 2000
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 Harmonie Club, 4 East 60th Street, New York, New York on
Thursday, June 15, 2000 at 9:00 A.M., local time, and at any adjournments
thereof.
Unless otherwise specified in the spaces provided, the undersigned's
vote will be cast FOR item (1).
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
FOR ALL NOMINEES WITHHOLD AUTHORITY
LISTED BELOW (to vote for all
(except as marked nominees listed below)
to the contrary below)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF NOMINEES: Muriel F. Siebert, 2. In their discretion on
DIRECTORS: [_] [_] Nicholas P. Dermigny, any other business which
Patricia L. Francy, may properly come before
(INSTRUCTION: To withhold authority to vote for any individual Jane H. Macon and the meeting or any
nominee, write that nominee's name on the space Daniel Jacobson adjournments thereof.
write that nominee's name on the space provided.
below).
Date: , 2000 Date: , 2000
- -------------------------------------- ------------- --------------------------------- -------------
Signature of Stockholder Signature of Joint Owner, if any
</TABLE>
Please sign exactly as your name appears above. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. Votes MUST be indicated (X) in black or blue ink. Please Sign and Return
in Enclosed Envelope. No Postage is Required.
