<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
/ / Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
A.G. Edwards, Inc.
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
- ------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
A.G. EDWARDS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 18, 1998
The Annual Meeting of the Stockholders of A.G. Edwards, Inc. (the
"Company") will be held at the home office of the Company, One North
Jefferson Avenue, St. Louis, Missouri, on Thursday, June 18, 1998, at 10:00
a.m., local time, for the following purposes:
1. To elect 3 directors;
2. To consider and act on a proposal to approve an amendment to the
Company's Certificate of Incorporation to increase the authorized
shares of Common Stock, $1.00 par value, from 250,000,000 to
550,000,000 shares;
3. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending February 28,
1999; and
4. To transact such other business as may properly come before the
annual meeting and any adjournments thereof.
Only stockholders of the Company of record as of the close of business
on May 1, 1998 will be entitled to notice of, and to vote at, the annual
meeting and any adjournments thereof.
If you do not expect to attend the meeting in person, please sign, date
and return the accompanying proxy in the enclosed business reply envelope.
If you later find that you can be present or for any other reason desire to
revoke your proxy, you may do so at any time before the voting.
DOUGLAS L. KELLY
Secretary
May 11, 1998
-1-
<PAGE> 3
A.G. EDWARDS, INC.
PROXY STATEMENT
GENERAL INFORMATION
The enclosed form of proxy is solicited by and on behalf of the Board
of Directors of A.G. Edwards, Inc. (the "Company") for use at the Annual
Meeting of Stockholders to be held on June 18, 1998 (the "1998 Annual
Meeting") and at any adjournments thereof. The stockholder giving the proxy
has the power to revoke it any time before it is exercised by notice in
writing to the Secretary of the Company at the Company's principal executive
offices at One North Jefferson Avenue, St. Louis, Missouri 63103, by properly
submitting to the Company a duly executed proxy bearing a later date, or by
attending the meeting and voting in person. The proxy will be voted as
specified by the stockholder in the spaces provided or, if no specification
is made, it will be voted for Proposals 1,2 and 3.
This Proxy Statement and form of proxy are first being mailed to the
stockholders of the Company on or about May 11, 1998. The solicitation of
proxies is being made primarily by the use of the mails. The cost of
preparing and mailing this Proxy Statement and accompanying materials, and
the cost of any supplementary solicitations, which may be made by mail,
telephone, telegraph or personally by officers and employees of the Company
and its subsidiaries, will be borne by the Company.
Only stockholders of record at the close of business on May 1, 1998 are
entitled to notice of, and to vote at, the 1998 Annual Meeting and any
adjournments thereof. On May 1, 1998 the Company had outstanding ----------
shares of Common Stock. Each outstanding share is entitled to one vote on
each director position, and each other matter, to be voted on at the 1998
Annual Meeting. A majority of the outstanding shares of Common Stock present
in person or by proxy will constitute a quorum for the transaction of
business at the 1998 Annual Meeting. Votes cast by proxy or in person at the
1998 Annual Meeting will be tabulated by the inspectors of election appointed
by the Board for the meeting.
Shares which are entitled to vote but which are not voted at the
direction of the beneficial owner ("abstentions") and shares represented by
proxies or ballots which are marked "withhold authority" with respect to the
election of any one or more nominees for election as directors will be
counted for the purpose of determining whether there is a quorum for the
transaction of business at the 1998 Annual Meeting.
-2-
<PAGE> 4
Abstentions may be specified on Proposal 2 to approve the amendment to
the Certificate of Incorporation and Proposal 3 to ratify the appointment of
independent auditors, but not on Proposal 1 to elect directors.
The affirmative vote of a plurality of the shares represented at the
meeting is required to elect directors. "Plurality" means that the nominees
who receive the largest number of votes cast are elected as directors up to
the maximum number of directors to be elected at the 1998 Annual Meeting.
Consequently, any shares represented at the 1998 Annual Meeting, but not
voted for any reason, have no impact on the election of directors.
The affirmative vote of a majority of the outstanding shares of Common
Stock is required to approve Proposal 2 for the adoption of the amendment to
the Certificate of Incorporation. Votes withheld by brokers in the absence
of instructions ("broker non-votes") and abstentions thus have the effect of
a vote against the proposal.
The affirmative vote of a majority of the shares represented at the
meeting is required to approve Proposal 3 to ratify the appointment of the
independent auditors. Broker non-votes will not be counted with respect to,
and will have no effect on, whether the stockholders approve this proposal.
Abstentions, however, are counted in determining whether the stockholders
have approved this proposal and, thus, have the effect of a vote against the
proposal.
PROPOSAL 1: ELECTION OF DIRECTORS
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business of the Company is under the general management of the
Board of Directors as provided by the laws of Delaware, the state of
incorporation. The Board of Directors generally meets at least quarterly and
held six meetings during the 1997 fiscal year. Between Board meetings, Board
responsibilities are delegated to the Executive Committee, comprised of five
Board members. The Executive Committee held three meetings during the 1998
fiscal year.
The entire Board of Directors serves in the capacity of a Nominating
Committee. The Board of Directors will accept recommendations for
nominations as directors from stockholders. Stockholders wishing to propose
nominees for consideration at the 1999 Annual Meeting must comply with a
Bylaw provision dealing with nominations. For a discussion of the nominating
procedures, see "Stockholder Proposals."
The Company has a Compensation Committee comprised of four outside
directors. The Compensation Committee held two meetings during the 1998
fiscal year. The Compensation Committee was responsible for establishing the
compensation of Benjamin F. Edwards III and the amount of awards to certain
executives under the Performance Plan for Executives for the
-3-
<PAGE> 5
1998 fiscal year. The Compensation Committee of A.G. Edwards & Sons,
wholly-owned subsidiary of the Company (the "Brokerage Company"), determined
the compensation of all employees for the 1998 fiscal year, including
officers of the Company, with the exception of Benjamin F. Edwards III and
the award under the Performance Plan for Executives for four other executive
officers. (See "Joint Report of the Compensation Committees of the Brokerage
Company and the Company.")
The Audit Committee of the Board of Directors held three meetings
during the 1998 fiscal year. The Audit Committee performed the following
principal functions: (i) reviewed quarterly and year-end financial
statements with the outside auditors, internal auditors and management; (ii)
reviewed the scope of the external and internal audits and reports with the
outside and internal auditors and management; (iii) reviewed the outside
auditor's management letter and management's response thereto; (iv)
recommended the selection of outside auditors; (v) reviewed the quality and
depth of the Company's internal audit, accounting and financial staffs; and
(vi) reviewed and approved the rendering of audit and nonaudit services by
the outside auditors.
During the 1998 fiscal year, all directors attended 88% or more of the
aggregate meetings of the Board of Directors and the committees of the Board
on which each served.
NOMINEES FOR DIRECTORS
The Company's Certificate of Incorporation and Bylaws provide for a
classified Board of Directors, with the Board divided into three classes
whose terms expire at different times. The Company presently has nine
directors. Three members are to be elected to the Board of Directors at the
1998 Annual Meeting, each to serve for a term of three years. Each of the
nominees is now a director of the Company. The persons named in the enclosed
form of proxy intend to vote the proxies in favor of the election of the
nominees listed below to serve as directors of the Company for terms expiring
in 2001 or until the election and qualification of their successors, unless
the stockholder indicates on the form of proxy that the vote should be
withheld or contrary directions are indicated. If one or more nominees shall
become unavailable for any reason, the Board of Directors, in its discretion,
may, unless the Board of Directors provides by resolution for a lesser number
of directors, designate one or more substitute nominees, in which case such
proxies will be voted for such substituted nominees. The Board of Directors
has no reason to doubt the availability of any of the nominees, and each has
indicated a willingness to serve if elected. All of the current directors
were elected by the stockholders except for Robert L. Proost who was elected
by the Board of Directors to fill a vacancy created by the death of a
director.
-4-
<PAGE> 6
<TABLE>
<CAPTION>
Year First Elected
Director of the
Principal Occupation for the Past Company/Current Board
Name and Age Five Years and Other Directorships Committee Membership
------------ ---------------------------------- ---------------------
NOMINEES FOR DIRECTORS TO BE ELECTED IN 1998
FOR TERMS EXPIRING IN 2001
<C> <S> <C>
Robert G. Avis, Vice Chairman of the Board 1984
66<F2> of the Company and Vice Member of the
Chairman of the Board, Executive Committee
Executive Vice President,
Director of the Investment
Banking Division since
1989 and Director of the
Sales and Marketing
Division of the Brokerage
Company from 1984 to 1997.
Chairman of A.G. Edwards
Trust Company since 1987.
Employee of the Brokerage
Company for 32 years.
Director of the Brokerage
Company since 1970.
Director of American Stock
Exchange, Inc. and
Director or Trustee of 15
funds of the Oppenheimer
Funds Group and 6 funds of
the Centennial Funds
Group.
Dr. E. Eugene Trustee, Charlotte R. 1983
Carter, 56 Boschan Trust. Research Member of the
Fellow, Lincoln Institute Audit Committee and
of Land Policy. Director Compensation Committee
of the Brokerage Company
from 1976 to 1983.
Robert L. Bagby, 54 Vice Chairman of the Board 1995
of the Company and Vice Member of the
Chairman of the Board of Executive Committee
the Brokerage Company
since 1996; Executive Vice
President and since 1995
Director of the Branch
Division of the Brokerage
Company. Assistant
Director of the Branch
Division of the Brokerage
Company from 1980 to 1995.
Employee of the Brokerage
Company for 23 years.
Director of the Brokerage
Company since 1979.
-5-
<PAGE> 7
<CAPTION>
Year First Elected
Director of the
Principal Occupation for the Past Company/Current Board
Name and Age Five Years and Other Directorships Committee Membership
------------ ---------------------------------- ---------------------
DIRECTORS WITH TERMS EXPIRING 2000
<C> <S> <C>
Charmaine S. President of the United 1997
Chapman, 58 Way of Greater St. Louis Member of the
from February 1994 to Audit Committee and
present. President of the Compensation Committee
United Way of St. Paul,
Minnesota from 1989 until
January 1994.
Dr. Louis Chairman of the Board of 1989
Fernandez, 74 Boehringer Ingelheim Member of the
Corporation; Director of Audit Committee and
Petrolite Corporation Compensation Committee
until June 1997. Chairman
of the Board, Celgene
Corporation from June 1990
to May 1992. President,
Chief Executive Officer
and Director, Celgene
Corporation from August
1986 to June 1990.
Chairman of the Board of
Monsanto Company until
March 1986.
Benjamin F. Executive Vice President 1997
Edwards IV, 42<F1> of the Brokerage Company; Member of the
Director of the Sales and Executive Committee
Marketing Division of the
Brokerage Company since
1997. Regional Manager of
the Brokerage Company from
1995 to 1997; Assistant
Branch Manager of the
Brokerage Company from
1991 to 1995; Investment
Broker of the Brokerage
Company from 1986 to 1995.
Employee of the Brokerage
Company for 20 years.
Director of the Brokerage
Company since 1994.
-6-
<PAGE> 8
<CAPTION>
Year First Elected
Director of the
Principal Occupation for the Past Company/Current Board
Name and Age Five Years and Other Directorships Committee Membership
------------ ---------------------------------- ---------------------
DIRECTORS WITH TERMS EXPIRING 1999
<C> <S> <C>
Benjamin F. Chairman of the Board, 1983
Edwards III, President and Chief Member of the
66<F1><F2> Executive Officer of the Executive Committee
Company; Chairman of the
Board, President and Chief
Executive Officer of the
Brokerage Company.
Employee of the Brokerage
Company for 41 years.
Director of the Brokerage
Company since 1967.
Director of Heilig-Meyers
Company and National Life
Insurance Company of
Vermont.
Robert L. Vice President and 1998
Proost, 60 Treasurer of the Company, Member of the
Corporate Vice President Executive Committee
and Treasurer of the
Brokerage Company;
Director of the
Administration Division of
the Brokerage Company.
Employee of the Brokerage
Company for 10 years.
Director of the Brokerage
Company since 1989.
Director of Baldor
Electric Company and the
Securities Industry
Automation Corporation.
Samuel C. President, Interface 1993
Hutchinson, Construction Corp. since Member of the
Jr., 55 1978. Audit Committee and
Compensation Committee
<FN>
- ---------
<F1> Benjamin F. Edwards III and Benjamin F. Edwards IV are father and son.
<F2> Benjamin F. Edwards III and Robert G. Avis are stepbrothers.
</TABLE>
-7-
<PAGE> 9
DIRECTOR COMPENSATION
Directors, except those who are officers or employees of the Company or
its subsidiaries, receive an annual fee of $12,000, a fee of $800 for each
Company Board of Directors' meeting attended and a fee of $600 for each
committee meeting or Brokerage Company Board of Directors meeting attended.
Non-employee directors do not participate in any of the Company's employee
benefit plans.
OWNERSHIP OF THE COMPANY'S COMMON STOCK
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership of the
Company's Common Stock as of May 1, 1998 by (i) each director and nominee,
(ii) each currently serving executive officer named in the Summary
Compensation Table, and (iii) all directors and executive officers as a
group:
<TABLE>
<CAPTION>
Name Number Percentage
---- of Shares of Class
--------- --------
<S> <C> <C>
Robert G. Avis -------<F1><F3> <F4>
Robert L. Bagby -------<F1><F5> <F4>
Dr. E. Eugene Carter ------- <F4>
Charmaine S. Chapman ------- <F4>
Benjamin F. Edwards III -------<F1><F2><F6> ----%
Benjamin F. Edwards IV -------<F1> <F4>
Dr. Louis Fernandez -------<F7> <F4>
Alfred E. Goldman -------<F1> <F4>
Samuel C. Hutchinson, Jr. ------- <F4>
Robert L. Proost -------<F2><F8> <F4>
All Directors and Executive Officers as a Group
(-- persons) -------<F1><F2><F9> ----%
<FN>
- -----------------
<F1> Includes restricted stock issued pursuant to the Company's 1988
Incentive Stock Plan (the "1988 Plan") as to which each
recipient has sole voting power and no current investment power,
as follows: Mr. Avis, ----- shares; Mr. Bagby, ------ shares;
Mr. Edwards III, -----
-8-
<PAGE> 10
shares; Mr. Edwards IV, ----- shares; Mr. Goldman, -----
shares; Mr. Proost, ----- shares; other executive officers,
------ shares.
<F2> Includes shares subject to exercisable stock options under the 1988
Plan as follows: Mr. Edwards III, ----- shares; other executive
officers, -- shares.
<F3> Mr. Avis has shared voting and investment power over ------- shares
held by him as a co-trustee of a trust.
<F4> Percentages of less than 1% have been omitted.
<F5> Mr. Bagby has shared voting and investment power over ------ shares,
including --- shares owned by his wife and ------ shares held
jointly with his wife.
<F6> Mr. Edwards III has shared voting and investment power over -------
shares, including ------- shares held by him as co-trustee of a
trust and ------ shares held by his wife.
<F7> Mr. Fernandez has shared voting and investment power over ----- shares
held by him as a co-trustee of a trust.
<F8> Mr. Proost has shared voting and investment power over ------- shares
held by him as a co-trustee of a trust.
<F9> Includes ------ shares with shared voting and investment power in
addition to those described for the named directors and
executive officers.
OWNERSHIP BY CERTAIN OTHER PERSONS
To the knowledge of the Company, no person is the beneficial owner of
more than five percent of the Common Stock of the Company.
-9-
<PAGE> 11
EXECUTIVE COMPENSATION
The table on the next page sets forth for each of the Company's last
three fiscal years the compensation of the Company's Chief Executive Officer,
its other four most highly compensated executive officers serving at the end
of the fiscal year (the "Named Executive Officers") and one executive officer
who was one of the most highly compensated executive officers but who was not
serving at the end of the most recent fiscal year.
-10-
<PAGE> 12
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
---------
Annual Compensation Compensation Awards
------------------- -------------------
Number of
Restricted Securities All Other
Fiscal Stock Awards Underlying Compensa-
Name and Principal Position Year Salary Bonus <F1><F2><F3><F4> Options<F2> tion<F5>
--------------------------- ---- ------ ----- ---------------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Benjamin F. Edwards III, 1998 $------- $--------- $------- -- $-------
Chairman of the Board, President and Chief 1997 401,630 1,190,021 111,577 0 100,000
Executive Officer of the Company; Chairman of 1996 386,787 99,721 0 100,000
the Board, President and Chief Executive 926,119
Officer of the Brokerage Company
Robert G. Avis, 1998 $------- $--------- $------- -- $-------
Vice Chairman of the Board of the Company; 1997 268,630 920,107 111,577 0 100,000
Vice Chairman of the Board, Executive Vice 1996 258,787 715,526 99,721 0 100,000
President, Director of the Investment Banking
Division
Robert L. Bagby, 1998 $------- $--------- $------- -- $-------
Vice Chairman of the Board of the Company; 1997 216,630 824,351 111,577 0 100,000
Vice Chairman of the Board, Executive Vice 1996 206,787 640,129 99,721 0 83,945
President and Director of the Branch Division
of the Brokerage Company
Robert C. Dissett, 1998 $------- $--------- $------- -- $-------
Executive Vice President and Director of the 1997 179,630 696,217 111,577 0 96,170
Operations Division of the Brokerage Company 1996 178,287 538,805 99,721 0 77,036
until his death on January 11,1998
Benjamin F. Edwards IV 1998 $------- $--------- $------- -- $-------
Executive Vice President and Director of the 1997 ------- --------- ------- -- -------
Sales and Marketing Division of the Brokerage 1996 ------- --------- ------- -- -------
Company
-11-
<PAGE> 13
Alfred E. Goldman 1998 $------- $--------- $------- -- $-------
Corporate Vice President and Director of 1997 179,630 696,217 111,517 0 95,151
Technical Market Analysis of the Brokerage 1996 173,814 532,281 99,721 0 75,794
Company
-12-
<PAGE> 14
<FN>
- -------------------
<F1> Amounts shown include both Restricted Share and "Phantom Stock Credit"
awards, which are valued based on the closing prices of Common Stock
on the Consolidated Transaction Reporting System on the dates of
grant of such awards. The awards are made as of the end of the
fiscal year for which they are awarded for service during that fiscal
year. Restricted Shares can be awarded to participants in the 1988
Plan who are under age 60. The restrictions on Restricted Shares
lapse three years after their award date. Participants who are 60
years of age or older ("Over 60 Participants") do not receive
Restricted Shares. Instead, they are awarded "Phantom Stock Credits"
which serve as the basis for an award of Restricted Shares two years
after their award date ("Deferred Award Date"), with each Phantom
Stock Credit representing the right to receive one Restricted Share.
The number of Phantom Stock Credits awarded to an Over 60 Participant
is adjusted to reflect dividends on the Common Stock. Restricted
Shares awarded as of any Deferred Award Date are subject to all of
the terms and restrictions applicable to other Restricted Shares,
except the restrictions last for only nine months.
<F2> The awards of Restricted Shares, Phantom Stock Credits and Options
contain provisions for the accelerated lapsing of the restrictions
for Restricted Shares (including those issued based on Phantom Stock
Credits) and the accelerated exercisability of Options in the event
of a merger, consolidation, acquisition, sale or transfer of assets,
tender, or exchange offer or other reorganization in which the
Company does not survive as an independent, publicly-owned company.
<F3> The aggregate number and value of Restricted Shares and Phantom Stock
Credits held by the persons named in the table as of February 28,
1998, are as follows: Mr. Edwards III, ------ shares and ------
credits -- $-------; Mr. Avis, ----- shares and ----- credits --
$-------; Mr. Bagby, ------ shares and --- credits -- $-------; Mr.
Dissett, ------- shares and --- credits -- $------, Mr. Edwards IV,
---- shares and credits -- $-------; and Mr. Goldman, ------ shares
and ------ credits -- $------.
<F4> Dividends are paid on unvested Restricted Shares and adjustments are
made to Phantom Stock Credits for dividends as discussed in Note 1 to
this table above; such dividends and adjustments are equal in amount
to the dividends paid on shares of Common Stock.
<F5> Amounts shown consist of the following: (i) amounts set aside under the
Company's Retirement and Profit Sharing Plan for the 1996, 1997 and
1998 fiscal years, respectively -- Mr. Edwards III, $17,634, $17,552
and $-----; Mr. Avis, $17,634, $17,552 and $-----; Mr. Bagby,
$17,634, $17,552 and $------; Mr. Dissett, $17,634, $17,552 and
$------; Mr. Edwards IV, $------, $----- and $------; and Mr.
Goldman, $17,634, $17,552 and $-----; and (ii) amounts credited to
accounts under the Company's Excess Profit Sharing Deferred
Compensation Plan for the 1996, 1997 and 1998 fiscal years,
respectively -- Mr. Edwards III, $82,366, $82,448 and $-------; Mr.
Avis, $82,366,
-13-
<PAGE> 15
$82,448 and $------; Mr. Bagby, $66,311, $82,448 and $------; Mr.
Dissett, $59,402, $78,618 and $------; Mr. Edwards IV, $------,
$-----, and $------ and Mr. Goldman, $58,160, $77,599 and $-----.
The following table sets forth certain information regarding the
exercise of options to purchase Company Common Stock during the
Company's 1998 fiscal year by the Named Executive Officers and the
unexercised options to purchase Company Common Stock held by such
persons on February 28, 1998:
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at Fiscal Year-End Fiscal Year-End<F1>
Number of -------------------------- -------------------
Shares
Acquired on Value Exercisable Unexercisable
Name Exercise Realized (shares) (shares) Exercisable Unexercisable
---- -------- -------- -------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Benjamin F. Edwards III $ $ $
Robert G. Avis
Robert L. Bagby
Robert C. Dissett
Benjamin F. Edwards IV
Alfred E. Goldman
<FN>
- -----------------
<F1> Options become exercisable three years after they are awarded, and
must be exercised no later than eight years after they are awarded.
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All of the members of the Compensation Committee of the Brokerage
Company (as named on page ----) are or were officers of the Company or one of
its subsidiaries. Messrs. Avis, Bagby, Edwards III, Edwards IV and Proost
are all directors of the Company and are officers of the Company or one of
its subsidiaries. Mr. Dissett was a director of the Company and an officer
of certain subsidiaries until his death.>>
-14-
<PAGE> 16
JOINT REPORT OF THE COMPENSATION COMMITTEES
OF THE BROKERAGE COMPANY AND THE COMPANY
The Compensation Committee of the Brokerage Company (the "Brokerage
Committee") determined the compensation for the fiscal year ended February
28, 1998 (the "1998 fiscal year") of all officers of the Company with the
exception of Benjamin F. Edwards III and with the exception of certain
performance-based compensation of certain other executives. The Compensation
Committee of the Company (the "Company Committee") determined the
compensation of Benjamin F. Edwards III and certain performance-based
compensation of the other Named Executive Officers.
It is the policy of the Company to have a substantial portion of each
officer's annual compensation directly related to the performance of the
Company. The policy is applied consistently to all the Named Executive
Officers, including Mr. Edwards III.
For the 1998 fiscal year, the annual compensation of the Named
Executive Officers had seven components. The Company seeks to structure
compensation for its executive officers so that all of the compensation is
deductible by the Company for federal income tax purposes, including meeting
the requirements of Section 162(m) of the Internal Revenue Code for
deductibility of compensation in excess of a certain amount. However, if the
Company is not able to structure compensation for its executive officers so
that all such compensation is deductible, the Board of Directors of the
Company, the Company Committee or the Brokerage Committee, as appropriate,
will make a determination in its business judgment as to the appropriate
compensation for such executives considering the benefits and the costs to
the Company, including in its considerations the additional costs arising
from the inability to deduct part or all of the compensation.
Base Salary. A base salary was set prior to the beginning of the 1998
fiscal year by the Brokerage Committee for each Named Executive Officer other
than Mr. Edwards III and by the Company Committee for Mr. Edwards III. Base
salaries are intended to be relatively moderate, but competitive, for the
Company's industry. The increase in the Base Salary for Mr. Edwards III of
4.1% for the 1997 fiscal year was established consistent with the guidelines
used for increases for other officers of the Brokerage Company and after
consideration by the Company Committee of a recommendation by the Brokerage
Committee (determined without Mr. Edwards III).
Executive Bonus Plan. The Executive Bonus Plan is designed to provide
certain officers and key employees of the Company and its subsidiaries with
direct participation in the profitability of the Company. Unless the Company
has a specified minimum of pre-tax earnings ($2,500,000 in the 1998 fiscal
year), no payment is made under the Plan. Awards under the Plan are based on
prescribed formulae that take into account the employee's position with the
Company, individual performance, and the Company's earnings. The formula for
bonus accrual
-15-
<PAGE> 17
(the "bonus pool") is determined prior to the beginning of each fiscal year
by the Board of Directors based on (i) the Company's consolidated earnings
before provision for income taxes, certain employee bonuses, and
discretionary Profit Sharing Plan contributions, (ii) certain branch office
profits, and (iii) the net revenues of certain departments. The formula for
accrual for the 1998 fiscal year was the same as for the prior fiscal year.
Eligible officers are assigned "shares" in the bonus pool prior to the
beginning of the fiscal year. Such shares are assigned based on the
officer's position and responsibility with the Company and individual
performance. Eligible officers, other than Mr. Edwards III, were assigned
shares for the 1998 fiscal year by the Brokerage Committee. The Company
Committee assigned 100 shares to Mr. Edwards III for the 1998 fiscal year,
the same number of shares he had for the prior fiscal year. No officer has
ever received more than 100 shares. During the 1998 fiscal year, 12
officers, including three of the Named Executive Officers and Mr. Edwards
III, had 100 shares. Since the Executive Bonus Plan was adopted in 1979, Mr.
Edwards III has received the maximum number of shares assigned to any
individual under the plan each year. At the beginning of the 1998 fiscal
year, a total of 11,720 shares were assigned to 402 eligible officers.
Under the Executive Bonus Plan, after the end of the fiscal year, the
accrued bonus pool is mathematically divided into two separate portions,
consisting of two-thirds and one-third, respectively. The two-thirds portion
is distributed in accordance with the number of shares previously assigned to
each participant. The one-third portion is distributed based on a formula
which weights each participant's shares by the participant's base salary.
The sum of the two portions is each participant's total Executive Bonus for
the fiscal year, and is paid after the end of the fiscal year.
The Executive Bonus Plan limits the amount that can be paid to
individual participants so that all compensation paid under the Executive
Bonus Plan is tax deductible by the Company. To the extent amounts may not
be paid under the Executive Bonus Plan to individual participants because of
the tax limitation, the amounts may be paid under the Performance Plan for
Executives (the "Performance Plan") if the conditions of the Performance Plan
are met.
Performance Plan for Executives. The Performance Plan was adopted
solely in response to the enactment of the Section 162(m) of the Internal
Revenue Code in 1993. Section 162(m) requires conditions to be met for
certain compensation of specified executive officers to be deductible. In
order to meet the conditions of Section 162(m) with no significant change in
the compensation structure of the Company, the Executive Bonus Plan was
amended to limit compensation which would otherwise be payable under the
Executive Bonus Plan and the Performance Plan for Executives was adopted in
order to pay the compensation which, but for the limitation, would have been
payable under the Executive Bonus Plan. The Company's intent and the
provisions of the Plans are drafted to provide that the combined plans will
operate in the same manner as the Executive Bonus Plan operated prior to the
enactment of Section 162(m), subject only to certain limitations on payments.
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<PAGE> 18
The participants in the Performance Plan are those employees of the
Company who are: (i) "covered employees" under Section 162(m) of the
Internal Revenue Code, (ii) designated individually or by class description
to be "Covered Employees" under the Performance Plan by the Company
Committee, and (iii) participants under the Executive Bonus Plan. The
Company Committee has designated all executive officers of the Company to be
Covered Employees, and all of the executive officers of the Company are
participants in the Executive Bonus Plan. Section 162(m), however, limits
"covered employees" to only the Chief Executive Officer of the Company and
the four highest compensated officers of the Company (other than the Chief
Executive Officer), so, in any fiscal year, there can be no more than five
participants.
The performance goals for the Performance Plan were approved by the
stockholders in 1994 and are the same as for the Executive Bonus Plan. The
actual amount payable to a Covered Employee in a fiscal year under the
Performance Plan is the lesser of: (i) the amount of reduction in payments
to the Covered Employee as a participant under the Executive Bonus Plan for
that fiscal year as a result of Section 162(m), (ii) the Covered Employee's
Initial Bonus Amount for that fiscal year, and (iii) the Maximum Bonus Amount
for that fiscal year. A Covered Employee's Initial Bonus Amount each fiscal
year is equal to the amount that the Covered Employee would be prohibited
from receiving under the Executive Bonus Plan as a result of Section 162(m)
as determined solely from fixed assumptions contained in the Performance Plan
and information known as of the beginning of the fiscal year. The Maximum
Bonus Amount for each Covered Employee was $2,662,000 for fiscal year 1998.
The Maximum Bonus Amount increases each fiscal year by 10% over the prior
fiscal year. Before any amount can be paid under the Performance Plan, the
Company Committee must certify in writing that the performance goals and the
material terms of the Performance Plan were satisfied. The Company Committee
certified that the performance goals and material terms were satisfied for
the 1998 fiscal year and the amounts paid to Mr. Edwards III and each of the
Named Executive Officers are included in the Summary Compensation Table.
Discretionary Bonus. Mr. Edwards III may award a discretionary bonus
to any officer other than himself and the Company Committee may award a
discretionary bonus to Mr. Edwards III. The discretionary bonus is intended
to reward efforts or results by an individual which are not recognized or
compensated by other compensation. No objective standards, criteria or
established targets are used to determine the amount of the discretionary
bonuses. For the 1998 fiscal year, the Company Committee determined at the
end of the year to make an award of $95,000 to Mr. Edwards III in recognition
of the results for the year by the Company under his leadership, in
recognition of the extra efforts made by him in the Company and in the
community which benefit the Company, and in recognition that his compensation
is moderate for the industry. Two other executive officers received
discretionary bonuses totaling $140,000 for the 1998 fiscal year.
1988 Incentive Stock Plan. The 1988 Plan is designed to motivate
employees of the Company and its subsidiaries through the incentives inherent
in stock ownership by providing
-17-
<PAGE> 19
the opportunity to obtain or increase a proprietary interest in the Company
on a favorable basis. The 1988 Plan provides for the granting of Options or
Restricted Shares, or both. If Options are granted, the participant receives
an option to purchase 2.5 times the number of shares that would have been
granted as Restricted Shares. The Named Executive Officers, including Mr.
Edwards III, are awarded an amount equal to 25% of each such officer's
Executive Bonus and Performance Plan Bonus (as described above); provided, in
no event can the award amount for any participant exceed an amount set by the
1988 Plan, $100,000 in the 1998 fiscal year. Accordingly, the awards of
Options and Restricted Shares are related to the profitability of the Company
in substantially the same manner as the awards under the Executive Bonus Plan
and the Performance Plan.
The Options provide for the purchase of shares of Common Stock at
market value on the determination date and do not become exercisable until
three years after the date of award. Because the value of the Options is
dependent on the increase of the market value of the Common Stock over at
least a three year period, the Options provide a long-term incentive for the
executives to stay with the Company and to increase the market value of the
Common Stock.
Restricted Shares are also awarded based on the market value of the
Common Stock on the determination date (participants 60 years of age and over
on the date Restricted Shares are awarded receive Phantom Stock Credits, in
lieu of Restricted Shares, which serve as the basis for an award of
Restricted Shares two years after the award date). The Restricted Shares are
subject to restrictions for three years after their award except those shares
converted from Phantom Stock Credits are subject to a nine month restricted
period after conversion. Again, by an award of Restricted Shares, the
executives are encouraged to remain with the Company and to increase the
market value of the Common Stock.
The 1988 Plan also has an Employee Stock Purchase Plan portion to
authorize the award of options qualified under Section 423 of the Internal
Revenue Code to qualified employees. The qualified employees include most of
the full-time and part-time employees of the Company and its subsidiaries.
Participation in the Employee Stock Purchase Plan is not based upon the
performance of the Company; employees elect to use a portion of their
compensation to buy Common Stock under the plan. The Employee Stock Purchase
Plan is intended to encourage the employees of the Company to obtain or
increase a proprietary interest in the Company on a favorable basis by
offering Common Stock at below market value. Shares under the Employee Stock
Purchase Plan are issued at a price based upon a formula which is at least
15% below market at the sale date.
Retirement and Profit Sharing Plan. The Company maintains a Retirement
and Profit Sharing Plan (the "Profit Sharing Plan"), which is qualified under
Section 401 of the Internal Revenue Code of 1986 (the "Code"). In addition
to certain required matching and non-matching contributions, the Company may
make a discretionary contribution as determined each year by the Board of
Directors of the Company. On February 21, 1997, the Board of
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<PAGE> 20
Directors of the Company approved an accrual formula for the discretionary
contribution to the Profit Sharing Plan for the 1998 fiscal year in an amount
not less than 8% and not more than 10% of the Company's earnings on a
consolidated basis and before certain bonuses, Company discretionary Profit
Sharing Plan contributions and taxes on income. The maximum total Company and
employee contribution allowable with respect to any employee under the Profit
Sharing Plan in the last fiscal year was $30,000; however, because of the
contribution rate and other limitations on recognized compensation in the
Profit Sharing Plan, the actual maximum Company contribution with respect to
any employee was less than that amount.
Excess Profit Sharing Deferred Compensation Plan. The Company has
established the Excess Profit Sharing Deferred Compensation Plan (the "Excess
Benefit Plan") to provide deferred compensation to certain participants in
the Profit Sharing Plan whose benefit in the Profit Sharing Plan is subject
to limitations imposed by the Code. Contributions to the Excess Benefit Plan
are based on the same basic formula as the Profit Sharing Plan, but without
regard to certain limitations imposed by the Code on the benefits of highly
compensated employees. The maximum aggregate contribution by the employer
under both the Profit Sharing Plan and the Excess Benefit Plan in the last
fiscal year was $100,000; accordingly, the maximum benefit with respect to
any employee under the Excess Benefit Plan was the difference between
$100,000 and the Profit Sharing Plan Company contribution with respect to
such employee.
Procedures for Compensation of Mr. Edwards III. Prior to the beginning
of the 1998 fiscal year, the Company Committee considered the compensation of
Mr. Edwards III. The Company Committee reviewed the seven components of the
compensation structure of the Company, the historical performance of the
structure, the consistency of the compensation components for Mr. Edwards III
with the components for other officers, the guidelines used for determining
the base salaries of other officers, the recommendation of the Brokerage
Committee (determined without Mr. Edwards III) that the increase for Mr.
Edwards III should be consistent with the guidelines for other officers and
the compensation of officers in other companies in the industry. Based on
the review, the Company Committee determined the increase in the base salary
for Mr. Edwards III should be 4.1% and that the other components of his
compensation should not be changed from the prior year.
At the end of the 1998 fiscal year, the Company Committee reviewed the
components of the compensation of Mr. Edwards III, the performance of the
Company for the 1998 fiscal year, the compensation of other officers of the
Company and its subsidiaries, and information concerning compensation at
other companies in the industry. Based on the review discussed above under
"Discretionary Bonus," the Company Committee determined that a discretionary
bonus should be paid to Mr. Edwards III for the 1998 fiscal year in the
amount of $95,000.
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<PAGE> 21
<TABLE>
<CAPTION>
Members of the Compensation
Members of the Compensation Committee Committee of the Brokerage
of the Company ("Company Committee") Company ("Brokerage Committee")
- ------------------------------------ -------------------------------
<S> <C>
Dr. E. Eugene Carter Robert G. Avis
Charmaine S. Chapman Robert L. Bagby
Dr. Louis Fernandez, Chairman Donnis L. Casey
Samuel C. Hutchinson, Jr. Benjamin F. Edwards III, Chairman
Douglas L. Kelly
Ronald J. Kessler<F*>
Robert L. Proost
<FN>
<F*> Mr. Kessler was elected a member on January 14, 1998 following the death
of Mr. Dissett who served as a member of the Brokerage Committee
until his death.
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return on its Common Stock for a five year period (February 28, 1993 to
February 28, 1998) with the cumulative total return of the Standard & Poor's
500 Stock Index, and a peer group index consisting of seven companies: The
Bear Stearns Companies, Inc., The Charles Schwab Corporation, J.P. Morgan &
Co. Incorporated, Lehman Brothers Holdings Inc., Merrill Lynch & Co., Inc.,
Morgan Stanley Dean Witter & Co., and PaineWebber Group Inc. The peer group
index varies from that used in the Company's proxy for 1997 because of the
merger of Morgan Stanley Group, Inc. with Dean Witter, Discover & Co. and the
acquisition of Salomon Inc., each of which was in peer group used in the
Company's 1997 proxy. The graph assumes that the value of the investment in
Common Stock and each index was $100 at February 28, 1993, and that all
dividends were reinvested. Stock price performances shown on the graph are
not necessarily indicative of future price performances.
-20-
<PAGE> 22
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[TABLE]
[GRAPH]
-21-
<PAGE> 23
CERTAIN TRANSACTIONS
Directors and executive officers of the Company have been clients of
and have had brokerage transactions with the Company in the ordinary course
of business. Included in such transactions are the maintenance of margin
accounts and the extension of credit under Federal Reserve Regulation T.
Such transactions were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other people and did not and do not involve more than
normal risk of collectibility or present other unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires all executive officers,
directors and beneficial owners of more than 10% of the Company's Common
Stock to report any changes in the ownership of Common Stock of the Company
to the Securities and Exchange Commission, the New York Stock Exchange and
the Company. Based solely upon a review of these reports and written
representations regarding the filing of the reports, the Company believes
that all reports were filed on a timely basis except that Benjamin F. Edwards
III did not timely file four reports required under Section 16(a) of the
Securities Act of 1934 to disclose four gifts he made of Company Common Stock
and Benjamin F. Edwards IV failed to timely file one such report reflecting
the reinvestment of dividends into Company Common Stock.
PROPOSAL 2: AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors recommends the adoption of an amendment to the
Certificate of Incorporation to increase the authorized Common Stock of the
Company from 250,000,000 shares with a par value of $1.00 per share to
550,000,000 shares with a par value of $1.00 per share. The proposed
amendment would change only the number of authorized shares of Common Stock
and will not change the number of authorized shares of Preferred Stock (no
shares of which are outstanding) or otherwise effect any other changes in the
Certificate of Incorporation. If approved by the stockholders, the first
paragraph of Article IV of the Company's Certificate of Incorporation would
read in its entirety as follows:
ARTICLE IV
1. The total number of shares of capital stock which the Corporation
shall have authority to issue is five hundred fifty four
million (554,000,000) shares, of which five hundred fifty
million (550,000,000) shares with a par
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<PAGE> 24
value of One Dollar ($1.00) each shall be of a class designated
"Common Stock" and four million (4,000,000) shares with a par
value of Twenty-Five Dollars ($25.00) each shall be of a class
designated "Preferred Stock".
As of May 1, 1998 the Company had issued and outstanding a total of
- -------- shares of Common Stock. Without an increase in the number of
authorized shares, the Company will have only approximately ---------- shares
of the currently authorized Common Stock available for financing,
acquisitions, stock splits, issuances under the Company's 1988 Plan described
in the "Joint Report of the Compensation Committees of the Brokerage Company
and the Company" above, and other corporate purposes. The Company has no
present plans or commitments for issuing any of the additional shares of
Common Stock except as may occur in connection with the employee benefit plan
mentioned above. Nevertheless, the proposed increase in authorized shares
would provide the necessary flexibility for other transactions the Company
might take for proper corporate purposes, including those relating to stock
splits, stock dividends, Common Stock rights or warrants, employee benefit
plans, financing programs or acquisitions. No further action or
authorization by the stockholders would be necessary prior to the issuance of
the additional shares unless it is required for a particular transaction by
applicable law, regulatory agency, or rules of any stock exchange on which
the Company's Common Stock may then be listed.
The issuance of additional shares under certain of the transactions
mentioned above could possibly be used to make a change in control of the
Company more difficult by diluting the interest of persons seeking to gain
control or by issuance to a holder who favors current management and who
would vote for the election of directors who oppose a transaction which would
result in a change of control. The Board of Directors is not aware of any
present effort to obtain control of the Company by the accumulation of Common
Stock or otherwise.
The additional shares for which authorization is sought would be
identical with the shares of Common Stock now authorized and outstanding, and
the amendment would not affect the terms or the rights of the holders of
those shares. The Company's Common Stock has no conversion, preemptive or
subscription rights and is not redeemable.
The affirmative vote of the holders of at least a majority of the
outstanding shares of Common Stock is required for adoption of the proposed
amendment. The effective date of the proposed amendment will be the date
upon which the required filing is made in the Office of the Secretary of
State of the State of Delaware. Assuming approval of the amendment by the
stockholders, it is anticipated the filing will be made as soon thereafter as
practicable.
The Board of Directors recommends that the stockholders vote "FOR" the
proposed amendment.
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<PAGE> 25
PROPOSAL 3: APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, on recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP, Certified Public Accountants, as independent
auditors of the Company for the fiscal year ending February 28, 1999.
Deloitte & Touche LLP or its predecessor, Touche Ross & Co., has served
as the independent auditors of the Company since its incorporation in 1983
and of the Brokerage Company for more than fifty years. A representative of
Deloitte & Touche LLP will be present at the annual meeting, will have the
opportunity to make a statement if he or she desires, and will be available
to respond to appropriate questions.
Although this appointment is not required to be submitted to a vote of
stockholders, the Board of Directors believes it is appropriate to request
that the stockholders ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending February 28,
1999. If the stockholders do not ratify, the Audit Committee will
investigate the reasons for stockholder rejection and the Board of Directors
will reconsider the appointment.
The Board of Directors recommends a vote "FOR" the ratification of the
appointment of Deloitte & Touche LLP as independent auditors.
STOCKHOLDER PROPOSALS
Any stockholder proposals to be presented at the 1999 annual meeting of
stockholders must be received by the Company no later than January 10, 1999
at its principal executive office at One North Jefferson Avenue, St. Louis,
Missouri 63103 in order to be considered for inclusion in the Company's proxy
statement and proxy relating to that meeting.
Stockholders wishing to nominate one or more candidates for election to
the Board of Directors, or propose any other business to be considered at any
stockholder meeting, must comply with a Bylaw provision dealing with such
matters. Pursuant to the Company's Bylaw provision, any stockholder of the
Company eligible to vote in an election of directors may nominate one or more
candidates for election to the Board of Directors, or propose business to be
brought before a stockholder meeting, by giving written notice to the Company
not less than 60 nor more than 90 days prior to the date of the meeting (if
the Company gives less than 70 days notice or prior public disclosure of the
date of the meeting, then the notice by the stockholder must be received by
the Company not later than the close of business on the tenth day following
the date on which the Company mailed the notice of the meeting or the date on
which public disclosure was made). The notice by the stockholder should be
sent to the Secretary of the Company at the address stated in the preceding
paragraph.
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<PAGE> 26
The notice by the stockholder to the Company must contain: (1) the
name and address of the stockholder who intends to make the nomination(s) or
propose the business, (2) the name and address of the candidate(s) to be
nominated (if applicable), (3) a written statement from any proposed nominee
that the nominee consents to be named as a nominee and to serve as a director
of the Company if elected (if applicable), (4) a representation that the
stockholder is a holder of record of Company stock entitled to vote at the
meeting and whether the stockholder intends to appear in person or by proxy
at the meeting, (5) a description of all arrangements or understandings, if
any, between the stockholder and each nominee and any other person(s)
pursuant to which any nomination(s) are to be made by the stockholder (if
applicable), and (6) such other information regarding each nominee or each
matter of business to be proposed as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated, or the matter been
proposed, by the Board of Directors.
At any stockholder meeting, the Chairman of the meeting may refuse to
acknowledge the nomination of any person, or the proposal of any business,
not made in compliance with the Bylaws. The foregoing requirements are
separate from and in addition to the requirements a stockholder must meet to
have a proposal included in the Company's proxy statement for any meeting.
Any stockholder desiring a copy of the Company's Bylaws will be furnished one
without charge upon written request sent to the Secretary of the Company at
the address stated above.
OTHER MATTERS
The Board of Directors knows of no other business to be brought before
the meeting. If any other matters properly come before the meeting, the
proxies will be voted on such matters in accordance with the judgment of the
persons named as proxies therein, or their substitutes, present and acting at
the meeting.
May 11, 1998
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<PAGE> 27
- ------------------------------------------------------
Proxy Statement
and
Notice of the
Annual Meeting
of Stockholders
to be held
June 18, 1998
A.G. EDWARDS, INC.
One North Jefferson Avenue
St. Louis, Missouri 63103
- ------------------------------------------------------
<PAGE> 28
A.G. EDWARDS, INC.
May 11, 1998
Dear Stockholder:
The 1998 Annual Meeting of Stockholders of A.G. Edwards, Inc. will be
held at the home office of the Company, One North Jefferson Avenue, St. Louis,
Missouri, on Thursday, June 18, 1998, at 10:00 a.m. local time. At the
meeting, stockholders will elect three directors, act on a proposal to amend
the certificate of incorporation to authorize additional shares of common
stock, act on a proposal to ratify the appointment of the independent
auditors of the Company for the fiscal year ending February 28, 1999, and
transact such other business as may properly come before the meeting.
It is important that your shares be represented at the meeting. Whether
or not you plan on attending the meeting, please review the enclosed proxy
materials, complete the proxy form attached below and promptly return the
proxy form in the envelope provided.
PLEASE DETACH AND MARK THE PROXY, SIGN IT BELOW, AND RETURN
IT IN THE POSTAGE PAID ENVELOPE ENCLOSED IN THIS PACKAGE.
DETACH PROXY CARD HERE
- ------------------------------------------------------------------------------
/ /
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF A.G. EDWARDS, INC.
</TABLE>
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees /X/ WITHHOLD AUTHORITY to vote /X/ "EXCEPTIONS" /X/
listed below for all nominees listed below.
</TABLE>
Nominees: Robert D. Avis, Dr. E. Eugene Carter and Robert L. Bagby
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS" BOX AND WRITE THE NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW).
"Exceptions"------------------------------------------------------------
2. To approve an amendment to the certificate of incorporation to increase
the authorized shares of common stock.
FOR /X/ AGAINST /X/ ABSTAIN /X/
3. To ratify the selection of Deloitte & Touche LLP as independent auditors
of the Company.
FOR /X/ AGAINST /X/ ABSTAIN /X/
4. In their sole discretion on such other matters as may properly come
before such meeting and any adjournment or adjournments thereof.
Change of Address and /X/
or Comments Mark Here
The signature on this Proxy should correspond exactly
with stockholder's name as printed to the left. In
the case of joint beneficiaries, co-executors or
co-trustees, both should sign it. Persons signing as
Attorney, Executor, Adminstrator, Trustee or Guardian
should give their full title.
Dated:---------------------------------1998
- -------------------------------------------
Signature
- -------------------------------------------
Signature
Votes MUST be indicated
(x) in Black or Blue ink. / X /
(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE)
<PAGE> 29
- ------------------------------------------------------------------------------
A.G. EDWARDS, INC.
PROXY/VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
A.G. EDWARDS, INC. FOR THE ANNUAL MEETING ON JUNE 18, 1998
The undersigned stockholder of A.G. Edwards, Inc., a Delaware
corporation (the "Company"), hereby appoints Benjamin F. Edwards III and
Douglas L. Kelly, or either of them, each with full power of substitution,
proxies or proxy of the undersigned, to vote all the shares of common
stock of the Company that the undersigned would be entitled to vote if
personally present at the meeting of the stockholders of the Company,
to be held on Thursday, June 18, 1998, at 10:00 a.m., local time, at
the home office of the Company, One North Jefferson Avenue, St. Louis,
Missouri, and at any adjournments thereof, hereby revoking any proxy
heretofore given.
This proxy will be voted as specified in the spaces provided therefor
or, if no such specification is made, it will be voted "FOR" proposals
1, 2 and 3.
(Continued, and to be signed and dated on reverse side.)
A.G. EDWARDS, INC.
P.O. BOX 11321
NEW YORK, N.Y. 10203-0321
