<PAGE>
<PAGE>
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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
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 TRANSACTION APPLIES:
- --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FORTH THE AMOUNT ON WHICH THE FILING
FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):
- --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
- --------------------------------------------------------------------------------
(5) TOTAL FEE PAID:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
[A.G. EDWARDS, INC. LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 22, 2000
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 22, 2000, at 10:00 a.m., local time, for the
following purposes:
1. To elect three directors;
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending February 28, 2001;
and
3. 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, 2000 will be entitled to notice of, and to vote at, the annual meeting
and any adjournments thereof.
Stockholders may vote their shares by using the telephone or the Internet by
following the instructions on the accompanying proxy or may sign, date and
return the accompanying proxy in the enclosed business reply envelope. If you
later desire to revoke your proxy, you may do so at any time before the voting
at the meeting.
DOUGLAS L. KELLY
Secretary
May 15, 2000
<PAGE>
<PAGE>
[A.G. EDWARDS, INC. LOGO]
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 22, 2000 (the "2000 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 and
2.
This Proxy Statement and form of proxy are first being mailed to the
stockholders of the Company on or about May 15, 2000. 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, 2000 are
entitled to notice of, and to vote at, the 2000 Annual Meeting and any
adjournments thereof. On May 1, 2000 the Company had outstanding 84,770,280
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 2000 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 2000
Annual Meeting. Votes cast by proxy or in person at the 2000 Annual Meeting will
be tabulated by the inspectors of election appointed by the Board of Directors
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 2000 Annual Meeting.
Abstentions may be specified on Proposal 2 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 2000 Annual
2
<PAGE>
<PAGE>
Meeting. Consequently, any shares represented at the 2000 Annual Meeting but
not voted for any reason have no impact on the election of directors.
The affirmative vote of a majority of the shares represented at the meeting
is required to approve Proposal 2 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 four meetings
during the 2000 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 2000 fiscal year.
The Nominating Committee of the Board of Directors consists of the four
independent members of the Board of Directors, Dr. Louis Fernandez, Dr. E.
Eugene Carter, Charmaine S. Chapman and Samuel C. Hutchinson, and the Chairman
of the Board, Benjamin F. Edwards III. Stockholders also may make nominations
for directors. Stockholders wishing to propose nominees for consideration at the
2001 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 the four independent
directors. The Compensation Committee held two meetings during the 2000 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 2000 fiscal year.
The Compensation Committee of A.G. Edwards & Sons, Inc., a wholly-owned
subsidiary of the Company (the "Brokerage Company"), determined the compensation
of all employees for the 2000 fiscal year, including officers of the Company,
with the exception of Benjamin F. Edwards III and the award under the
Performance Plan for Executives to 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 consists of the four
independent directors and held three meetings during the 2000 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.
3
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<PAGE>
During the 2000 fiscal year, all directors attended at least 90 percent of
all 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 2000 Annual Meeting,
each to serve for a term of three years. The Nominating Committee and the Board
of Directors have made three nominations for directors. Two of the nominees,
Charmaine S. Chapman and Benjamin F. Edwards IV, are now directors of the
Company. The third nominee is Dr. Mark S. Wrighton. One current director, Dr.
Louis Fernandez, chose not to stand for reelection.
The Board of Directors has adopted a resolution stating that a majority of
members of the Board of Directors should be independent as determined under the
New York Stock Exchange Listed Company Manual governing Audit Committees. In
order to implement the resolution, two current directors, Ronald J. Kessler and
Robert L. Proost, who are members of management, have stated their intention to
resign as directors immediately after the election of directors at the 2000
Annual Meeting. Assuming the nominees of the Board of Directors are elected and
the two current management directors named above resign, the Board of Directors
will be reduced in size to seven directors and will consist of four independent
directors and three directors who are currently members of management.
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 2003 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 Ronald J. Kessler, who was
elected by the Board of Directors to fill a vacancy created by the resignation
of a director.
4
<PAGE>
<PAGE>
<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 2000
FOR TERMS EXPIRING IN 2003
<S> <C> <C>
Charmaine S. Chapman, 60 President and Chief Executive Officer of 1997
the United Way of Greater St. Louis from Member of the
1994 to present. Audit Committee, Compensation
Committee and Nominating
Committee
Benjamin F. Edwards IV, 44<F1> Vice Chairman of the Board of the Company 1997
and Vice Chairman of the Board of the Member of the
Brokerage Company since 1999; Executive Executive Committee
Vice President and Director of the Sales
and Marketing Division of the Brokerage
Company since 1997 and Director of the
Investment Banking Division of the
Brokerage Company from 1999 to 2000.
Regional Manager of the Brokerage Company
from 1995 to 1997. Employee of the
Brokerage Company for 22 years. Director
of the Brokerage Company since 1994.
Dr. Mark S. Wrighton, 50 Chancellor of Washington University since
1995; Provost, Massachusetts Institute of
Technology from 1990 to 1995. Director of
Cabot Corporation, Helix Technology
Corporation, Ionics, Incorporated and OIS
Optical Imaging Systems, Inc.
5
<PAGE>
<PAGE>
<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 IN 2002
<S> <C> <C>
Benjamin F. Edwards III, 68<F1> Chairman of the Board, President and Chief 1983
Executive Officer of the Company; Chairman Member of the
of the Board, President and Chief Executive Committee
Executive Officer of the Brokerage and Nominating Committee
Company. Employee of the Brokerage Company
for 43 years. Director of the Brokerage
Company since 1967. Director of
Heilig-Meyers Company and National Life
Insurance Company of Vermont.
Samuel C. Hutchinson, Jr., 57 President, Interface Construction Corp. 1993
since 1978. Member of the
Audit Committee,
Compensation Committee and
Nominating Committee
Robert L. Proost, 62 Vice President, Chief Financial Officer 1998
and Treasurer of the Company; Corporate Member of the
Vice President, Treasurer, Chief Financial Executive Committee
Officer and Director of the Administration
Division of the Brokerage Company.
Employee of the Brokerage Company for 12
years. Director of the Brokerage Company
since 1989. Director of Baldor Electric
Company and the Securities Industry
Automation Corporation.
6
<PAGE>
<PAGE>
<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 2001
<S> <C> <C>
Ronald J. Kessler, 52 Corporate Vice President and Director of 1999
the Operations Division of the Brokerage Member of the
Company since 1998; Assistant Director of Executive Committee
the Operations Division of the Brokerage
Company from 1988 to 1998. Employee of the
Brokerage Company for 32 years. Director
of the Brokerage Company since 1989.
Robert L. Bagby, 56 Vice Chairman of the Board of the Company 1995
and Vice Chairman of the Board of the Member of the
Brokerage Company since 1996; Executive Executive Committee
Vice President and Director of the Branch
Division of the Brokerage Company.
Employee of the Brokerage Company for 25
years. Director of the Brokerage Company
since 1979.
Dr. E. Eugene Carter, 58 Trustee, Charlotte R. Boschan Trust. 1983
Research Fellow, Lincoln Institute of Land Member of the
Policy. Director of the Brokerage Company Audit Committee,
from 1976 to 1983. Compensation Committee and
Nominating Committee
<FN>
- -------
<F1> Benjamin F. Edwards III and Benjamin F. Edwards IV are father and son.
</TABLE>
7
<PAGE>
<PAGE>
DIRECTOR COMPENSATION
For fiscal year 2001, which began March 1, 2000, Directors, except those who
are officers or employees of the Company or its subsidiaries, will receive an
annual fee of $20,000 and a fee of $1,000 for each Company Board of Directors'
meeting, committee meeting or Brokerage Company Board of Directors' meeting
attended. At least one-half of the annual compensation will be paid in the form
of common stock of the Company with the value of the stock based on the market
price on the first business day of July of the fiscal year in which the
compensation is earned. Non-employee directors do not participate in any of the
Company's employee benefit plans.
For fiscal year 2000, Directors, except those who are officers or employees
of the Company or its subsidiaries, received an annual fee of $12,000, a fee of
$1,000 for each Company Board of Directors' meeting attended and a fee of $800
for each committee meeting or Brokerage Company Board of Directors' meeting
attended. Non-employee directors did not participate in any of the Company's
employee benefit plans.
8
<PAGE>
<PAGE>
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, 2000 by (i) each director and nominee, (ii) each
executive officer named in the Summary Compensation Table, and (iii) all
directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER PERCENTAGE
NAME OF SHARES OF CLASS
---- --------- ----------
<S> <C> <C>
Robert G. Avis 362,393<F1> <F2>
Robert L. Bagby 88,485<F1><F3> <F2>
Dr. E. Eugene Carter 343,539 <F2>
Charmaine S. Chapman 730 <F2>
Benjamin F. Edwards III 790,492<F1><F4> <F2>
Benjamin F. Edwards IV 66,163<F1> <F2>
Dr. Louis Fernandez 1,932<F5> <F2>
Alfred E. Goldman 31,276<F1> <F2>
Samuel C. Hutchinson, Jr. 1,745 <F2>
Ronald J. Kessler 116,970<F1><F6> <F2>
Robert L. Proost 28,574<F1><F7> <F2>
Dr. Mark S. Wrighton 1,000 <F2>
All Directors and Executive Officers as a
Group (18 persons) 1,993,298<F1> 2.4%
<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, 2,396 shares;
Mr. Bagby, 7,941 shares; Mr. Edwards III, 2,396 shares; Mr. Edwards IV,
5,398 shares; Mr. Goldman, 2,396 shares; Mr. Kessler, 7,941 shares; Mr.
Proost, 2,396 shares; and other executive officers, 35,520 shares.
<F2> Percentages of less than 1% have been omitted.
<F3> Mr. Bagby has shared voting and investment power over 62,516 shares,
including 62,342 shares owned by his wife and 174 shares held jointly with
his wife.
<F4> Mr. Edwards III has shared voting and investment power over 305,474
shares, including 245,000 shares held by him as co-trustee of a trust and
60,474 shares held by his wife.
<F5> Mr. Fernandez has shared voting and investment power over 1,932 shares
held by him as a co-trustee of a trust.
<F6> Mr. Kessler has shared voting and investment power over 40,192 shares held
by him as co-trustee of a trust.
9
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<PAGE>
<F7> Mr. Proost has shared voting and investment power over 25,663 shares held
by him as a co-trustee of a trust.
</TABLE>
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.
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 and its
other four most highly compensated executive officers serving at the end of the
fiscal year (the "Named Executive Officers").
10
<PAGE>
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL LONG TERM
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, 2000 $450,630 $1,801,309 $ 80,581 0 $100,000
Chairman of the Board, President and 1999 433,630 1,392,648 101,816 0 100,000
Chief Executive Officer of the 1998 417,630 1,352,421 98,105 0 100,000
Company; Chairman of the Board,
President and Chief Executive Officer
of the Brokerage Company
Robert G. Avis, 2000 $276,630 $1,111,978 $ 80,581 0 $100,000
President of A.G. Edwards Capital, Inc.; 1999 276,840 995,141 101,816 0 100,000
until March 1, 2000, Vice Chairman 1998 271,420 961,956 98,105 0 100,000
of the Board and Executive Vice
President of the Brokerage Company;
until March 1, 1999, Vice Chairman of
the Board of the Company and Vice
Chairman and Director of the
Investment Banking Division of the
Brokerage Company
Robert L. Bagby, 2000 $248,630 $1,264,601 $ 80,581 0 $100,000
Vice Chairman of the Board of the 1999 239,630 969,136 101,816 0 100,000
Company; Vice Chairman of the 1998 228,630 944,935 98,105 0 100,000
Board, Executive Vice President
and Director of the Branch Division
of the Brokerage Company
Benjamin F. Edwards IV, 2000 $216,840 $1,131,868 $ 0 6,357 $100,000
Vice Chairman of the Board of the 1999 206,840 858,780 101,816 0 100,000
Company; Vice Chairman of the 1998 196,840 799,158 98,105 0 90,655
Board, Executive Vice President,
Director of the Sales and Marketing
Division of the Brokerage Company;
Director of the Investment Banking
Division of the Brokerage Company
until March 1, 2000
Alfred E. Goldman 2000 $196,130 $ 980,027 $ 80,581 0 $100,000
Corporate Vice President and Director 1999 189,630 775,605 101,816 0 100,000
of Market Analysis of the Brokerage 1998 183,630 783,867 98,105 0 100,000
Company
<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
11
<PAGE>
<PAGE>
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 29, 2000,
are as follows: Mr. Edwards III, 2,396 shares and 5,667 credits--$255,516;
Mr. Avis, 2,396 shares and 5,667 credits--$255,516; Mr. Bagby, 7,941
shares and 0 credits--$251,650; Mr. Edwards IV, 5,398 shares and 0
credits--$171,063; and Mr. Goldman, 2,396 shares and 5,667
credits--$255,516.
<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 1998, 1999 and 2000
fiscal years, respectively--Mr. Edwards III, $18,803, $18,638 and $19,207;
Mr. Avis, $18,803, $18,638 and $19,207; Mr. Bagby, $18,803, $18,638 and
$19,207; Mr. Edwards IV, $18,803, $18,638 and $19,207; and Mr. Goldman,
$18,803, $18,638 and $19,207; and (ii) amounts credited to accounts under
the Company's Excess Profit Sharing Deferred Compensation Plan for the
1998, 1999 and 2000 fiscal years, respectively--Mr. Edwards III, $81,197,
$81,362 and $80,793; Mr. Avis, $81,197, $81,362 and $80,793; Mr. Bagby,
$81,197, $81,362 and $80,793; Mr. Edwards IV, $71,852, $81,362 and
$80,793; and Mr. Goldman, $81,197, $81,362 and $80,793.
</TABLE>
12
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<PAGE>
The following table sets forth certain information regarding the exercise of
options to purchase Company Common Stock during the Company's 2000 fiscal year
by the Named Executive Officers and the unexercised options to purchase Company
Common Stock held by such persons on February 29, 2000.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
NUMBER OF OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END<F1>
SHARES --------------------------- ---------------------------
ACQUIRED ON VALUE EXERCISABLE UNEXERCISABLE
NAME EXERCISE REALIZED (SHARES) (SHARES) EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Benjamin F. Edwards III 6,627 $119,617 -- -- $0 $0
Robert G. Avis -- 0 -- -- 0 0
Robert L. Bagby -- 0 -- -- 0 0
Benjamin F. Edwards IV -- 0 -- 6,357 0 0
Alfred E. Goldman -- 0 -- -- 0 0
<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 18) are or were officers of the Company or one of its
subsidiaries. Messrs. Bagby, Edwards III, Edwards IV, Kessler and Proost are all
directors of the Company and are officers and directors of the Company or one of
its subsidiaries.
13
<PAGE>
<PAGE>
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 29,
2000 (the "2000 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 the other Named Executive Officers. 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 2000 fiscal year, the annual compensation of the Named Executive
Officers had seven components, each of which is discussed below. 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 2000 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 4.0% for the 2000 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).
Corporate Executive Bonus Plan. The Corporate 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 2000 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 (the "bonus pool") is determined prior to the
beginning of each fiscal year by the Board of Directors and is 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
14
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<PAGE>
the 2000 fiscal year was the same as for the prior fiscal year. The Board of
Directors has discretion to increase or decrease the amount subject to the plan.
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 2000
fiscal year by the Brokerage Committee. The Company Committee assigned 100
shares to Mr. Edwards III for the 2000 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 2000 fiscal year, four officers, including one of the Named
Executive Officers and Mr. Edwards III, had 100 shares. Since the Corporate
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 2000 fiscal year, a total of 12,278 shares were assigned to
491 eligible officers.
Under the Corporate 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 Corporate Executive Bonus for the
fiscal year, and is paid after the end of the fiscal year.
The Corporate Executive Bonus Plan limits the amount that can be paid to
individual participants so that all compensation paid under the Corporate
Executive Bonus Plan is tax deductible by the Company. To the extent amounts may
not be paid under the Corporate 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 Corporate Executive Bonus Plan was amended to limit
compensation which would otherwise be payable under the Corporate 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 Corporate 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 Corporate Executive Bonus Plan operated prior to the
enactment of Section 162(m), subject only to certain limitations on payments.
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 Corporate Executive Bonus Plan. The
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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 Corporate 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 Corporate 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 Corporate 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 Corporate 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 $3,221,020 for fiscal year 2000. 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 2000 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 2000 fiscal year,
the Company Committee determined at the end of the year to make an award of
$125,000 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 Named Executive
Officers received discretionary bonuses totaling $170,000 for the 2000 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 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
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<PAGE>
awarded an amount equal to 25% of each such officer's Corporate 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 2000 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 Corporate 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, as amended (the "Internal
Revenue 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 19, 1999, the
Board of Directors of the Company approved an accrual formula for the
discretionary contribution to the Profit Sharing Plan for the 2000 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
17
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<PAGE>
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 Internal Revenue 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 Internal Revenue Code on
the benefits of highly compensated employees. The maximum aggregate contribution
by the Company for any employee 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 2000 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 4.0% and that the other components of his compensation should not be changed
from the prior year.
At the end of the 2000 fiscal year, the Company Committee reviewed the
components of the compensation of Mr. Edwards III, the performance of the
Company for the 2000 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 2000 fiscal year in the amount
of $125,000.
<TABLE>
<CAPTION>
MEMBERS OF THE COMPENSATION MEMBERS OF THE COMPENSATION
COMMITTEE OF THE COMPANY COMMITTEE OF THE BROKERAGE
("COMPANY COMMITTEE") COMPANY ("BROKERAGE COMMITTEE")
- ------------------------------------- ---------------------------------------------------------------------
<S> <C> <C>
Dr. E. Eugene Carter Mary V. Atkin Benjamin F. Edwards IV
Charmaine S. Chapman Robert L. Bagby Douglas L. Kelly
Dr. Louis Fernandez, Chairman Donnis L. Casey Ronald J. Kessler
Samuel C. Hutchinson, Jr. Benjamin F. Edwards III, Robert L. Proost
Chairman
</TABLE>
18
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<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return on its Common Stock for a five year period (February 28, 1995 to February
29, 2000) 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 graph assumes that the value of the
investment in Common Stock and each index was $100 at February 28, 1995, and
that all dividends were reinvested. Stock price performances shown on the graph
are not necessarily indicative of future price performances.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[GRAPH]
<TABLE>
- --------------------------------------------------------------------------------------------
<CAPTION>
1995 1996 1997 1998 1999 2000
============================================================================================
<S> <C> <C> <C> <C> <C> <C>
A.G. Edwards 100 110 165 300 235 233
Peer Group 100 139 205 314 440 701
S&P 500 Index 100 135 170 229 275 307
- --------------------------------------------------------------------------------------------
</TABLE>
19
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<PAGE>
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 clients 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, as amended, 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.
PROPOSAL 2: 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, 2001.
Deloitte & Touche LLP or its predecessor firms have 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 2000 Annual Meeting, will have the opportunity
to make a statement 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, 2001. 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 2001 annual meeting of
stockholders must be received by the Company no later than January 15, 2001 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.
20
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<PAGE>
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 record 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.
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 or candidates 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 anyone else pursuant to which any
nomination is 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 15, 2000
21
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----------------------------------------
Proxy Statement
and
Notice of the
Annual Meeting
of Stockholders
to be held
June 22, 2000
[A.G. Edwards, Inc. Logo]
One North Jefferson Avenue
St. Louis, Missouri 63103
----------------------------------------
<PAGE>
<PAGE>
[A.G. Edwards, Inc. Logo]
May 15, 2000
Dear Stockholder:
The 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, 63103 on Thursday, June 22, 2000, at 10:00 a.m.
local time. At the meeting, stockholders will elect three directors,
act on a proposal to ratify the appointment of the independent auditors
of the Company for the fiscal year ending February 28, 2001, 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 and vote by telephone, the Internet or by
completing the proxy form attached below and mailing the proxy form
in the envelope provided.
PLEASE VOTE BY TELEPHONE OR INTERNET AS EXPLAINED
ON THE REVERSE SIDE
OR
DETACH AND MARK THE PROXY, SIGN IT BELOW AND RETURN IT IN THE
POSTAGE PAID ENVELOPE ENCLOSED IN THIS PACKAGE.
* DETACH PROXY FORM HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET *
[A.G. Edwards, Inc. Logo]
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 22, 2000.
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 22, 2000, 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 AND 2.
(Continued, and to be signed and dated on reverse side.)
A.G. EDWARDS, INC.
P.O. BOX 11321
NEW YORK, N.Y. 10203-0321
<PAGE>
<PAGE>
VOTE BY TELEPHONE OR INTERNET
[A.G. Edwards, Inc. Logo] 24 HOURS A DAY, 7 DAYS A WEEK
TELEPHONE
800-520-5710
Use any touch-tone telephone to vote
your proxy. Have your proxy card in
hand when you call. You will be
prompted to enter your control
number, located in the box below, and
then follow the simple directions.
INTERNET
HTTP://PROXY.SHAREHOLDER.COM/AGE
Use the Internet to vote your proxy.
Have your proxy card in hand when
you access the website. You will be
prompted to enter your control
number, located in the box below, to
create an electronic ballot.
MAIL
Mark, sign and date your proxy card
and return it in the postage-paid
envelope we have provided.
Your telephone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if you
marked, signed and returned the proxy card.
- -----------------------------------------------------------
If you have submitted your proxy by telephone or the
Internet there is no need for you to mail back your proxy.
- -----------------------------------------------------------
------------------------------
CALL TOLL-FREE TO VOTE * IT'S FAST AND CONVENIENT CONTROL NUMBER FOR
800-520-5710 TELEPHONE OR INTERNET VOTING
------------------------------
DETACH PROXY CARD HERE IF YOU ARE NOT
VOTING BY TELEPHONE OR INTERNET
- --------------------------------------------------------------------------------
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF A.G. EDWARDS, INC.
1. ELECTION OF DIRECTORS
/ / FOR all nominees / / WITHHOLD AUTHORITY to vote / / <F*>EXCEPTIONS
listed below for all nominees listed below.
Nominees: Charmaine S. Chapman, Benjamin F. Edwards IV, Mark S. Wrighton
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW).
<F*>Exceptions
---------------------------------------------------------------
2. To ratify the appointment of Deloitte & Touche LLP as independent auditors
of the Company.
FOR / / AGAINST / / ABSTAIN / /
3. In their sole discretion on such other matters as may properly come before
such meeting and any adjournment or adjournments thereof.
Change of Address 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 tenancies, co-executors,
or co-trustees, both should sign. Persons signing as Attorney, Executor,
Administrator, Trustee or Guardian should give their full title.
Dated: , 2000
-------------------------------------------------------------
- -------------------------------------------------------------------------
Signature
- -------------------------------------------------------------------------
Signature
VOTES MUST BE INDICATED /X/
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
* BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE *
<PAGE>
<PAGE>
APPENDIX
Page 19 of the printed Proxy contains a Performance Graph. The information
contained in the graph appears in the table immediately following the graph.
