Pursuant to Rule 424(b)(3)
Registration No. 33-64053
PROSPECTUS 36,474 SHARES
THE QUICK & REILLY GROUP, INC.
Common Stock
This Prospectus relates to the offer and sale
of 24,316 shares (the "Shares") of Common Stock, par value $.10 per
share ("Common Stock"), of The Quick & Reilly Group, Inc. ("Quick
& Reilly" or the "Company") by or on behalf of a certain
stockholder of the Company (the "Selling Stockholder").
The Shares may be offered and sold from time to
time by the Selling Stockholder. The Selling Stockholder is not
required to offer or sell any of its Shares. The Selling
Stockholder anticipates that, if and when offered and sold, the
Shares will be offered and sold in transactions effected on the New
York Stock Exchange, Inc. (the "NYSE") at then prevailing market
prices. The Selling Stockholder reserves the right, however, to
offer and sell the Shares on any other national securities exchange
with which the Common Stock may become listed or in the
over-the-counter market, in each case at then prevailing market
prices, or in privately negotiated transactions at a price then to
be negotiated. All offers and sales made on the NYSE or any other
national securities exchange or in the over-the-counter market will
be made through or to licensed brokers and dealers. All proceeds
from the sale of the Shares will be paid directly to the Selling
Stockholder and will not be deposited in an escrow, trust or other
similar arrangement. The Company will not receive any of the
proceeds from the sales by the Selling Stockholder. No discounts,
commissions or other compensation will be allowed or paid by the
Selling Stockholder or the Company in connection with the offer and
sale of the Shares, except that usual and customary brokers'
commissions may be paid by the Selling Stockholder. Upon any sale
of the Shares offered hereby, the Selling Stockholder and
participating agents, brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933,
as amended (the "Securities Act"), and commissions or discounts or
any profit realized on the resale of such securities purchased by
them may be deemed to be underwriting commissions or discounts
under the Securities Act.
The Company will pay all expenses incurred in
connection with this offering, excluding fees and expenses of
Selling Stockholder's counsel and charges of any broker-dealer
acting on behalf of the Selling Stockholder. The legal, accounting
and other fees and expenses related to offer and sale of the Shares
contemplated hereby are estimated to be $10,000.
The Common Stock is traded on the NYSE under
the symbol "BQR". On November 1, 1995, the last reported sale
price of the Common Stock, as reported on the NYSE, was $24.75 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is November 17, 1995.
No dealer, salesman or other person has been
authorized to give any information or to make any representation
not contained in this Prospectus in connection with the offering
made hereby. If given or made, such information or representation
must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent
to the date hereof. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it would be unlawful to make
such an offer or solicitation in such jurisdiction.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and at Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such material may
also be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Room 1024, Washington, D.C. 20549. The Common Stock is listed with
the NYSE. Reports and other information concerning the Company can
be inspected at the NYSE, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission in
Washington, D.C., a Registration Statement (the "Registration
Statement") under the Securities Act with respect to the Common
Stock being offered by this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement
and the exhibits thereto. For further information with respect to
the Company and the offer and sale of the Shares, reference is made
to the Registration Statement and the exhibits thereto. Copies of
the Registration Statement are available from the Commission.
Statements contained in this Prospectus concerning the provisions
of documents filed with the Registration Statement as exhibits are
necessarily summaries of such documents, and each such statement is
qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the
Company with the Commission pursuant to the Exchange Act are hereby
incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended
February 28, 1995;
(b) Quarterly Report on Form 10-Q for the quarters ended
May 31, 1995 and August 25, 1995;
(c) All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Exchange Act since May 15,
1995, the date of the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1995;
(d) The Company's definitive Proxy Statement filed
pursuant to Section 14 of the Exchange Act in connection with the
Company's 1995 Annual Meeting of Stockholders, which contains,
among other things, a list of the Company's directors and a
disclosure of compensation (provided, however, that the material in
such Proxy Statement appearing under the headings "Board of
Directors Report on Executive Compensation" and "Performance Graph"
shall not be incorporated by reference herein); and
(e) The description of the Common Stock offered hereby
contained in the Company's Registration Statement on Form 8-A,
dated June 7, 1983.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 (other than, in the case of the Company's
Proxy Statement, portions thereof not deemed to be "filed" for the
purposes of Section 18 of the Exchange Act) and 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares to be made hereunder
shall be deemed to be incorporated herein by reference and shall be
a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
The Company will provide without charge to each
person to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of the documents
incorporated herein or in the Registration Statement by reference
(other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information the
Registration Statement so incorporates). Written or telephone
requests for such documents should be directed to The Quick &
Reilly Group, Inc., 230 South Country Road, Palm Beach, Florida
33480, (407) 655-8000.
THE COMPANY
The Company is a holding company owning all of the
capital stock of three principal operating subsidiaries - Quick &
Reilly, Inc., a New York corporation ("Q&R"), U.S. Clearing Corp.,
a New York corporation ("U.S. Clearing"), and JJC Specialist Corp.,
a New York corporation ("JJC"). The Company was originally
incorporated in New York on June 25, 1981 and was subsequently
reincorporated in Delaware in 1987.
Q&R is a NYSE member organization performing
discount brokerage services for individual retail customers. U.S.
Clearing is a securities clearing operation which clears all
securities transactions for Q&R's customer accounts and presently
carries accounts and clears transactions for 250 other brokerage
firms. JJC is one of the largest specialist firms on the floor of
the NYSE, making a market in the equity securities of over 220
listed companies.
The principal executive offices of the Company are
at 230 South County Road, Palm Beach, Florida 33480, and the
Company's telephone number is (407) 655-8000.
SELLING STOCKHOLDER
This Prospectus covers offers from time to time by
or on behalf of the Selling Stockholder of the Shares owned by the
Selling Stockholder. Set forth below are the name of the Selling
Stockholder, the number of shares of Common Stock currently owned
by the Selling Stockholder and the number of shares of Common Stock
to be beneficially owned by the Selling Stockholder upon completion
of the offering if all Shares are sold. Any or all of the Shares
listed may be offered for sale by the Selling Stockholder from time
to time. The Company effected a 3-for-2 stock split on October 18, 1995.
All share amounts reflect post-split holdings.
<TABLE>
<S> <C> <C> <C>
Selling Beneficial Common Stock Which Beneficial
Stockholder Ownership May be Offered For Ownership if
of Common Selling Stockholder's all Shares are
Stock Prior Account Sold
To Offering
Cardy & Co.,Inc. 36,474 36,474 0
</TABLE>
The Shares offered hereby were originally issued by the Company to the Selling
Stockholder pursuant to an Asset Purchase Agreement dated as of
August 31, 1995 (the "Purchase Agreement") by and among Q&R, the
Selling Stockholder and George Cardy. Pursuant to the Purchase
Agreement, 27,356 of the Shares were issued to the Selling
Stockholder on September 18, 1995 and 9,118 of the Shares were
issued to the Selling Stockholder on October 18, 1995 as payment
for the purchase by Q&R from the Selling Stockholder of certain
assets of the Selling Stockholder. Prior to the consummation of
the Purchase Agreement, the Selling Stockholder was engaged in the
discount brokerage business. The foregoing is a summary of certain
terms of the Purchase Agreement. It is not intended to be
complete, and is qualified in its entirety by reference to the more
detailed terms and conditions set forth in the Purchase Agreement.
Prior to the consummation of the transactions
contemplated by the Purchase Agreement, neither George Cardy nor
Frank Cardy, the principals of the Selling Stockholder, held any
position, office or other material relationship with the Company or
any of its predecessors or affiliates. Immediately following the
consummation of the Purchase Agreement, George Cardy became a
registered representative for Q&R and Frank Cardy became a branch
manager for Q&R.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time
by the Selling Stockholder. The Selling Stockholder is not
required to offer or sell any of its Shares. The Selling
Stockholder anticipates that, if and when offered and sold, the
Shares will be offered and sold in transactions effected on the
NYSE at then prevailing market prices. The Selling Stockholder
reserves the right, however, to offer and sell the Shares on any
other national securities exchange with which the Common Stock may
become listed or in the over-the-counter market, in each case at
then prevailing market prices, or in privately negotiated
transactions at a price then to be negotiated. All offers and
sales made on the NYSE or any other national securities exchange or
in the over-the-counter market will be made through or to licensed
brokers and dealers. No agreements, arrangements or understandings
have been entered into with any broker or dealer, and no brokers or
dealers have been selected, in connection with the offer and sale
of the Shares. No discounts, commissions or other compensation
will be allowed or paid by the Selling Stockholder or the Company
in connection with the offer and sale of the Shares, except that
usual and customary brokers' commissions may be paid by the Selling
Stockholder. All proceeds from the sale of the Shares will be paid
directly to the Selling Stockholder and will not be deposited in an
escrow, trust or other similar arrangement.
The selling broker may act as agent or may acquire
the Shares or interests therein as principal or pledgee and may,
from time to time, effect distributions of the Shares or interests.
If a dealer is utilized in the sale of the Shares in respect of
which the Prospectus is delivered, the Selling Stockholder will
sell the Shares to the dealer, as principal. The dealer may then
resell the Shares to the public at varying prices to be determined
by such dealer at the time of resale.
The legal, accounting and other fees and expenses
related to the offer and sale of the Shares contemplated hereby are
estimated to be $10,000 and will be paid by the Company. The
Company will not incur any underwriting or sales commissions or
similar expenses in connection with such offer and sale. If any
such expenses are incurred in connection with the offer and sale of
the Shares, they shall be the responsibility of the Selling
Stockholder.
EXPERTS
The consolidated financial statements for the three
years in the period ended February 28, 1995 incorporated by
reference in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said reports.
LEGAL MATTERS
Certain legal matters in connection with the
legality of the Shares have been passed upon for the Company by
Kelley Drye & Warren (a partnership including professional
corporations), 101 Park Avenue, New York, New York 10178, counsel
to the Company. Richard G. Brodrick, a partner of Kelley Drye &
Warren, is a member of the Board of Directors of the Company.
