THE QUICK & REILLY GROUP, INC.
230 South County Road
Palm Beach, Florida 33480
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
WEDNESDAY, SEPTEMBER 13, 1995
NOTICE IS HEREBY GIVEN that a Special Meeting of
Stockholders of The Quick & Reilly Group, Inc., a Delaware
corporation (the "Company"), will be held at the offices of Bank
of New York, One Wall Street, Board Room, 47th Floor, New York,
New York 10286, on Wednesday, September 13, 1995 at 9:00 AM, for
the following purposes:
(1) To amend the Company's Restated Certificate of
Incorporation increasing the Company's authorized common stock,
par value $.10 per share, from 20,000,000 shares to 60,000,000
shares.
(2) To transact such other business as may properly
come before the meeting.
Pursuant to the By-Laws, the Company's Board of
Directors has fixed the close of business on August 24, 1995, as
the record date for the determination of stockholders entitled to
notice of and to vote at the Special Meeting. The list of
stockholders entitled to vote at the Special Meeting and any
adjournment or postponement thereof will be available for
inspection by any stockholder at the offices of Bank of New York,
One Wall Street, Board Room, 47th Floor, New York, New York
10286, for ten days prior to September 13, 1995 for any purpose
germane to such meeting, during ordinary business hours.
THE QUICK & REILLY GROUP, INC.
ARLENE B. FRYER
Secretary
August 29, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE SPECIAL
MEETING, PLEASE FILL IN, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE
POSTAGE IF MAILED IN THE UNITED STATES.<PAGE>
THE QUICK & REILLY GROUP, INC.
230 South County Road
Palm Beach, Florida 33480
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXY
The accompanying proxy is solicited by the board of
directors (the "Board of Directors" or "Board") of The Quick &
Reilly Group, Inc., a Delaware corporation (the "Company"), for
use at the Special Meeting of Stockholders to be held on
September 13, 1995 and any adjournment or postponement thereof
(the "Special Meeting"). Shares represented by properly executed
proxies, which are received in time and not revoked, will be
voted at the meeting in the manner described in the proxies. A
stockholder may revoke his proxy at any time prior to its
exercise by writing to the Secretary of the Company or by
attending the meeting and voting in person.
The entire expense of this proxy solicitation will be
borne by the Company. Solicitation will be primarily by mail.
Proxies may also be solicited personally and by telephone by
regular employees of the Company without any additional
remuneration and at minimal cost. Management may also request
banks, brokerage houses, custodians, nominees and fiduciaries to
obtain authorization for the execution of proxies and may
reimburse them for expenses incurred by them in connection
therewith.
The Company's principal executive offices are located
at 230 South County Road, Palm Beach, Florida 33480. The
approximate date on which this proxy statement and accompanying
form of proxy are first to be sent or given to stockholders is
August 29, 1995.
VOTING
The Company's only class of outstanding voting
securities is its common stock, par value $0.10 per share (the
"Common Stock"). All stockholders as of the record date, which
is the close of business on August 24, 1995, are entitled to vote
at the meeting. As of the record date for the meeting, the
Company had outstanding 16,612,447 shares of Common Stock. Each
share of Common Stock entitles the holder thereof on the record
date to one vote on matters to be considered at the Special
Meeting.
The presence, in person or by proxy, of stockholders
holding a majority of the issued and outstanding shares of Common
Stock entitled to vote at the Special Meeting is necessary to
constitute a quorum. Abstentions and broker non-votes are each
included for purposes of determining the presence or absence of a
sufficient number of shares to constitute a quorum for the
transaction of business. With respect to the approval of any
particular proposal, abstentions are considered present at the
meeting, but since they are not affirmative votes for the
proposal, they will have the same effect as votes against the
proposal. Broker non-votes, on the other hand, are not
considered to be present at the meeting for the particular
proposal for which the broker withheld authority to vote.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
So far as is known to the Company, the following table
sets forth, as of August 18, 1995, the number of shares of Common
Stock and percentage of shares beneficially owned by each person
who may be deemed to be the beneficial owner of more than 5% of
the outstanding Common Stock, each director, each nominee for
election as a director, each principal officer and all directors
and officers of the Company as a group.
<TABLE>
<S> <C> <C>
Amount Percent
Name of Beneficial Owner Beneficially Owned of Shares
Leslie C. Quick, Jr., 2,656,588 15.99%
(1) (2)
Trust u/a dated 3/1/78 made
by Leslie C. Quick, Jr. (3) 1,703,239 10.25
Leslie C. Quick III (4) 2,321,702 13.98
(5) (6)
Thomas C. Quick (4) (7) (8) 865,961 5.21
Richard G. Brodrick (5) (9) 1,784,741 10.74
Charles A. Quick (5) 1,703,239 10.25
Arlene B. Fryer 42,958 *
Peter Quick (1) (4) (10) 572,755 3.45
Alexander Benisatto 51,820 *
Christopher C. Quick (1) 428,812 2.48
(11) (12)
Pascal J. Mercurio 32,287 *
Thomas E. Christman 9,923 *
Clifford W. Mays (13) 2,809 *
Henry P. Kilroy (14) 3,683 *
FMR Corp. (15) 1,679,023 10.11
First Pacific Advisors, 1,251,000 7.53
Inc. (16)
Firstar Corporation (17) 917,129 5.52
Firstar Investment Research 917,129 5.52
& Management Co. (18)
All Directors and Officers as 5,993,609 35.72
a group (1) (2) (4) (5)
(7) (12) (19) (20)
<F1>
(1) Includes beneficial ownership of 248,169 shares held by Quick
& Reilly, Inc. Retirement Trust and 62,014 shares held by U.S.
Clearing Corp. Retirement Trust attributable to Leslie C. Quick,
Jr., Peter Quick and Christopher C. Quick, as Trustee of each
Trust, by reason of each Trustee's shared voting and investment
power over such shares.
<F2>
(2) Includes beneficial ownership of 53,404 shares held by Leslie
C. Quick, Jr. & Regina A. Quick Charitable Trust Foundation
attributable to Leslie C. Quick, Jr. as Trustee by reason of his
voting and investment power over such shares.
<F3>
(3) The Trustees of the Trust are Richard G. Brodrick, Charles A.
Quick, and Leslie C. Quick III. The beneficiaries of the Trust
are five children of Leslie C. Quick, Jr.
<F4>
(4) Includes beneficial ownership of 94,122 shares held by Leslie
C. Quick, Jr. Grantor Retained Annuity Trust attributable to
Leslie C. Quick III, Thomas C. Quick and Peter Quick as Trustees
by reason of each Trustee's shared voting and investment power
over such shares.
<F5>
(5) Includes beneficial ownership of 1,703,239 shares held by the
Trust u/a dated 3/1/78 referred to in note (3) above by reason of
each Trustee's shared voting and investment power over such
shares.
<F6>
(6) Includes beneficial ownership of 112,605 shares owned by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Leslie C. Quick III as Trustee by reason of his
shared voting and investment power over such shares.
<F7>
(7) Includes beneficial ownership of 36,460 shares held by Thomas
C. Quick Charitable Trust attributable to Thomas C. Quick as
Trustee by reason of his voting and investment power over such
shares.
<F8>
(8) Includes 223,836 shares held by various trusts established
for Leslie C. Quick, Jr.'s grandchildren attributable to Thomas
C. Quick as Trustee by reason of his shared voting and investment
power over such shares.
<F9>
(9) Includes beneficial ownership of 78,174 shares held by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Mr. Brodrick as Trustee by reason of his shared
voting and investment power over such shares.
<F10>
(10) Includes beneficial ownership of 137,802 shares held by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Peter C. Quick as Trustee by reason of his shared
voting and investment power over such shares.
<F11>
(11) Includes beneficial ownership of 104,745 shares held by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Christopher C. Quick as Trustee by reason of his
shared voting and investment power over such shares.
<F12>
(12) Includes beneficial ownership of 7,200 shares held by
Christopher C. Quick Charitable Foundation attributable to
Christopher C. Quick as Trustee by reason of his shared voting
and investment power over such shares.
<F13>
(13) Includes beneficial ownership of 1,652 shares owned directly
by Mr. Mays as to which he has sole voting and investment power
and 1,157 shares owned by Mr. Mays in joint tenancy with his wife
as to which he has shared voting and investment power.
<F14>
(14) Includes beneficial ownership of 3,683 shares owned by Mr.
Kilroy in joint tenancy with his wife as to which he has shared
voting and investment power.
<F15>
(15) Of such shares, FMR Corp. has neither shared investment
power nor shared voting power. The beneficial ownership
information for FMR Corp. is based soley on a Schedule 13-G
filing dated June 9, 1995 and filed with the Company and the
Securities and Exchange Commission.
<F16>
(16) Of such shares, First Pacific Advisors, Inc. has shared
investment power with respect to 1,251,000 shares and shared
voting power with respect to 321,000 shares. The beneficial
ownership information for First Pacific Advisors, Inc. is based
solely on a Schedule 13-G filing dated February 13, 1995 and
filed with the Company and the Securities and Exchange
Commission.
<F17>
(17) Of such shares, Firstar Corporation has shared investment
power with respect to 100,725 shares and shared voting power with
respect to 100,725 shares. The beneficial ownership information
for Firstar Corporation is based solely on a Schedule 13-G filing
dated February 13, 1995 and filed with the Company and the
Securities and Exchange Commission.
<F18>
(18) Of such shares, Firstar Investment Research & Management Co.
has shared investment power with respect to 507,633 shares and
shared voting power with respect to 507,663 shares. The
beneficial ownership information for First Investment Research &
Management Co. is based solely on a Schedule 13-G filing dated
February 14, 1995 and filed with the Company and the Securities
and Exchange Commission.
<F19>
(19) Includes beneficial ownership of 328,581 shares held in the
aggregate by trusts for each of Leslie C. Quick, Jr.'s
grandchildren attributable to various directors as Trustees by
reason of their shared voting and investment power over such
shares.
<F20>
(20) Includes 12 persons.
</TABLE>
The address of each person included in the table is c/o
The Quick & Reilly Group, Inc., 230 South County Road, Palm
Beach, Florida 33480, with the exception of Messrs. Benisatto,
Brodrick, Charles A. Quick, Christman, Mays and Kilroy, the
Trust, First Pacific Advisors, Inc., Firstar Corporation, and
Firstar Investment Research & Management Co. The address for
Messrs. Brodrick and Charles A. Quick and the Trust is c/o Kelley
Drye & Warren, 281 Tresser Boulevard, Stamford, Connecticut
06901. The address for Mr. Benisatto is 176 S. Collier
Boulevard, San Marco Island, Florida 33937. The address for Mr.
Christman is 100 Bacon Road, Old Westbury, New York 11568. The
address for Mr. Mays is c/o Cunningham Graphics, 629 Grove
Street, Jersey City, New Jersey 07310. The address for Mr.
Kilroy is 2 Three Pond Road, Smithtown, New York 11787. The
address for FMR Corp. is 82 Devonshire Street, Boston, MA 02109.
The address for First Pacific Advisors, Inc. is 11400 West
Olympic Boulevard, Suite 1200, Los Angeles, California 90064.
The address for Firstar Corporation and for First Investment
Research & Management Co. is 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.
AMENDMENT OF RESTATED
CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED CAPITAL STOCK
The Board of Directors by unanimous vote adopted
resolutions approving and recommending that the stockholders adopt
an amendment (the "Amendment") to Article Fourth of the Company's
Restated Certificate of Incorporation (the "Certificate") to
increase its authorized Common Stock from 20,000,000 shares to
60,000,000 shares. The rights and limitations of the Common Stock
would remain unchanged under the Amendment. In addition, the
Amendment will not effect the rights and limitations of the
1,000,000 authorized shares of the Company's preferred stock, par
value $.01 per share, none of which are outstanding. The Common
Stock does not have preemptive rights.
After giving effect to the issuance of 5,618,737 shares
of Common Stock pursuant to the Company's 50% stock dividend in
June 1995, there were 16,612,447 shares of Common Stock outstanding
and 308,100 shares of Common Stock reserved for future issuance.
This leaves 3,079,453 shares of Common Stock currently available
for issuance. The proposed increase in the authorized Common Stock
has been recommended by the Board of Directors to ensure
flexibility to issue Common Stock in connection with stock
dividends and splits, acquisitions, financings and employee benefit
plans and for other general corporate purposes, in each case
without the expense and delay incidental to obtaining stockholder
approval of an amendment to the Certificate increasing the number
of authorized shares of Common Stock at the time of such action,
except as may be required for a particular issuance by the
Certificate, applicable law or the rules of any stock exchange on
which the Company's securities may then be listed.
The Board of Directors currently expects, if the proposed
amendment is approved, to make a determination concerning the
advisability of a stock split. Except as described above, the
Company has no present plans, arrangements or understandings to
issue additional shares of Common Stock as a result of a stock
split or otherwise.
The issuance of shares of Common Stock will dilute the
voting power of each previously outstanding share and, depending on
the issuance price, may also dilute the economic value of each
previously outstanding share. Although the Board of Directors has
no current intention of issuing additional shares for such
purposes, the proposed increase in the number of authorized shares
of Common Stock could enable the Board to render more difficult or
discourage an attempt by another person or entity to obtain control
of the Company. Such additional shares could be issued by the
Board in a public or private sale, merger or similar transaction,
increasing the number of outstanding shares and thereby diluting
the equity interest and voting power of a party attempting to
obtain control of the Company. The Amendment is not being proposed
in response to any known effort to acquire control of the Company.
The Company has in place certain other provisions which
may render more difficult or discourage an attempt by another
person or entity to obtain control of the Company. The Certificate
and the Company's By-laws provide, among other things: (1) for a
classified board of directors; (2) that directors may be removed by
the stockholders only for cause; (3) that stockholders may not take
action by written consent in lieu of a meeting of stockholders and
that special meetings of stockholders may only be called by the
Board of Directors or the Chairman of the Board; (4) except as
otherwise required by law or the Certificate, that the business
that may be transacted at a special meeting of stockholders is
limited to the matters specified in the notice thereof; (5) that
stockholders desiring to propose nominees or to bring business
before an annual meeting of stockholders must meet certain
procedural requirements, including specifying certain information
with respect to such nominees or the nature of such business in a
notice which must be received by the Company not less than 70 days
prior to the date of such annual meeting; and (6) that unless
minimum price or other specified requirements are met, certain
business combinations involving the Company and a stockholder who,
together with its affiliates, is the beneficial owner of 10% or
more of the Company's capital stock (an "interested person") must
be approved by holders of at least 80% of the outstanding shares of
the Company's capital stock excluding shares beneficially owned by
the interested person or its affiliates.
If the Amendment is adopted, Article Fourth of the
Certificate would be amended to read as follows:
The aggregate number of shares of capital
stock which the Corporation shall have
authority to issue is 61,000,000, of which
60,000,000 shares shall be common stock, par
value $.10 per share (the "Common Stock"), and
1,000,000 shares shall be preferred stock, par
value $.01 per share (the "Preferred Stock").
Shares of the Preferred Stock may be issued in
one or more series. The numbers of shares
included in any series of Preferred Stock and
the full or limited voting powers, if any,
designations, preferences and relative,
participating, optional and other special
rights, and the qualifications, limitations or
restrictions, of Preferred Stock or any series
of Preferred Stock shall be stated in the
resolution or resolutions providing for the
issuance of Preferred Stock or such series of
Preferred Stock adopted by the Board of
Directors of the Corporation (the "Board").
The affirmative vote of majority of all issued and
outstanding shares of Common Stock will be required for adoption of
the Amendment. All of the Company's directors and the holders of
a majority of the outstanding Common Stock have expressed their
intention to vote in favor of the Amendment.
The Board of Directors unanimously recommends that
stockholders vote FOR the proposed increase in the authorized
capital stock. Proxies received by the Board of Directors will be
voted for such proposal unless stockholders specify a contrary
choice in their proxies.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT 1996 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder proposal to be presented for
consideration at the Annual Meeting of Stockholders to be held on
June 25, 1996 must be received by the Company at its principal
executive office on or before February 1, 1996 to be considered for
inclusion, in accordance with the rules and regulations of the
Securities and Exchange Commission, in the Company's proxy
statement and proxy relating to that meeting.
NO DISSENTERS' RIGHTS
Under Delaware law, stockholders are not entitled to
dissenters' rights of appraisal with respect to the proposed
Amendment.
OTHER INFORMATION
Neither the Company nor the Board of Directors knows of
any other matters to be presented at the Special Meeting of
Stockholders. If any additional matters are properly presented,
the persons named in the proxy will have discretion to vote in
accordance with their own judgment on such matters.
FINANCIAL STATEMENTS
THE COMPANY WILL FURNISH, WITHOUT CHARGE UPON WRITTEN
REQUEST, ANY STOCKHOLDER WITH A COPY OF THE ANNUAL REPORT BY THE
COMPANY TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K,
INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FOR THE LAST FISCAL YEAR. REQUESTS SHOULD BE SENT TO SECRETARY,
THE QUICK & REILLY GROUP, INC. 230 SOUTH COUNTY ROAD, PALM BEACH,
FLORIDA 33480
BY ORDER OF THE BOARD OF DIRECTORS
Arlene B. Fryer
Secretary
Date: August 29, 1995
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
Filed by the Registrant
Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE QUICK & REILLY GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SOLICITED BY THE BOARD OF DIRECTORS
THE QUICK & REILLY GROUP, INC.
SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 13, 1995
The undersigned stockholder of The Quick & Reilly Group, Inc. (the
"Company") hereby appoints Leslie C. Quick, Jr., Peter Quick
andThomas C. Quick, and each of them acting singly, with power of
substitution, the attorneys and proxies of the undersigned and
authorizes them to represent and vote on behalf of the undersigned,
as designated, all of the shares of capital stock of the Company
that the undersigned is entitled to vote at the Special Meeting of
Stockholders of the Company to be held on September 13, 1995, and
at any adjournment or postponement of such meeting for the purposes
identified on the reverse side of this proxy and with discretionary
authority as to any other matters that may properly come before the
Special Meeting in accordance with and as described in the Notice
of Special Meeting of Stockholders and Proxy Statement.
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE.<PAGE>
PLEASE MARK VOTES AS IN THIS EXAMPLE
The Board of Directors recommends a vote FOR proposal 1.
1. Approval of Amendment to Article Fourth of the Company's
Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 20,000,000 to 60,000,000.
FOR AGAINST ABSTAIN
2. In their discretion, the proxies are authorized to vote upon
such other business as may lawfully come before the special meeting
or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS
RETURNED WITHOUT DIRECTION BEING GIVEN, THIS PROXY WILL BE VOTED
FOR THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION.
Please sign exactly as your name appears on stock certificate. If
acting as attorney, executor, trustee, guardian or in other
representative capacity, sign name and title. If a corporation,
please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person. If held jointly, both parties must sign and
date.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Signature: Date:
Signature: Date:
