Kelley Drye & Warren
2 Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
November 7, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Quick & Reilly Group, Inc.
Gentlemen:
On behalf of The Quick & Reilly Group, Inc., a Delaware
corporation (the "Company"), we are filing herewith, pursuant to
the Electronic Data Gathering, Analysis and Retrieval System, a
Registration Statement on Form S-3, including exhibits, for the
registration of 36,474 shares of the Company's common stock, par
value $.10 per share.
The amount of $202.00 in payment of the applicable filing fee,
payable to the Securities and Exchange Commission, was wire
transferred to the U.S. Treasury designated Lockbox depository at
Mellon Bank (ABA #043000261), Pittsburgh, Pennsylvania on November
3, 1995, for credit to the Company's account # 283667. An additional $100.00
was wired on November 7th, 1995, to cover filing fee.
If the staff has any questions regarding this Registration
Statement, please feel free to contact the undersigned at (203)
324-1400.
Very truly yours,
/s/ Carol W. Sherman
As filed with the Securities and Exchange Commission on
November 7, 1995 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE QUICK & REILLY GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 13-308241
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
230 South County Road
Palm Beach, Florida 33480
(407) 655-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Mr. Leslie C. Quick, Jr.
The Quick & Reilly Group, Inc.
230 South County Road
Palm Beach, Florida 33480
(407) 655-8000
(Name and address, including zip code and telephone number,
including area code, of agent for service)
with a copy to:
Richard G. Brodrick, Esq.
Kelley Drye & Warren
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after this
Registration Statement becomes effective.
If the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. o
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. x
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of Registered offering Price aggregate Registration
securities offering price(1) Fee
Common Stock, 36,474 $24.00 $875,376 $302.00
par value
$.10
<F1>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average of the high and low prices of
the Common Stock on November 1, 1995. The Registrant hereby amends this
Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
</TABLE>
Subject to completion, dated November 7, 1995
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, 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.
<TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution
<S> <C>
Amount To
Type or Nature of Expense be Paid
SEC registration fee ...........................$302.00
Accounting fees and expenses*.....................2,000
Legal fees and expenses*..........................7,500
Miscellaneous*................................. $198.00
Total ...............$10,000
*Estimated
</TABLE>
Item 15. Indemnification of Officers and Directors
Section 145 of the General Corporation Law of the State
of Delaware, the Company's state of incorporation, permits a
corporation to indemnify certain persons, including officers and
directors and former officers and directors, and to purchase
insurance with respect to liability arising out of their capacity
or status as officers and directors. Such law provides further
that the indemnification permitted thereunder shall not be deemed
exclusive of any other rights to which officers and directors may
be entitled under the corporation's certificate of incorporation,
By-laws, any agreement or otherwise.
The By-Laws of the Company require it to indemnify to the
full extent permitted by Delaware law, any person who is made or
threatened to be made, a party to an action, suit or proceeding
(whether civil, criminal, administrative or investigative) by
reason of the fact that he is or was a director or officer of the
Company or serves or served as a director, officer, partner,
trustee, fiduciary, employee or agent of any other enterprise or
organization at the registrant's request.
Item 16. Exhibits
(a) The exhibits listed below have been filed as part of this
Registration Statement.
Exhibit No. Description of Exhibit
4.1 - Specimen common stock certificate of the registrant (1)
5.1 - Opinion of Kelley Drye & Warren regarding legality
23.1 - Consent of Kelley Drye & Warren (2)
23.2 - Consent of Arthur Andersen LLP
24.1 - Powers of Attorney executed by certain officers and
directors of the registrant (3)
(1) Previously filed as an exhibit to the registrant's
Registration Statement on Form S-1 (registration no. 2-83667) and
incorporated herein by reference.
(2) Included in Exhibit 5.1.
(3) Set forth on the signature page to this Registration
Statement.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification for such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(a) To include any prospectus required by
Section l0(a)(3) of the Securities Act;
(b) To reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(c) To include any material information
with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bonafide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1933, as amended, the registrant
certifies that it has reasonable ground to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York,
State of New York, on November 1, 1995.
THE QUICK & REILLY GROUP, INC.
By: /s/ Peter Quick
Peter Quick
President
KNOW ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below hereby constitutes and appoints
Leslie C. Quick, Jr. and Peter Quick, and each of them, his true
and lawful agent, proxy and attorney-in-fact, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to (i) act on, sign and file with
the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration
Statement together with all schedules and exhibits thereto, (ii)
act on, sign and file such certificates, instruments, agreements
and other documents as may be necessary or appropriate in
connection therewith, (iii) act on and file any supplement to any
prospectus included in this Registration Statement or any such
amendment and (iv) take any and all actions which may be necessary
or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and thing necessary
or appropriate to be done, as fully for all intents and purposes as
he might or could do in person, hereby approving, ratifying and
confirming all that such agents, proxies and attorneys-in-fact, any
of them or any of his or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons on behalf of the Company and in the
capacities and on the dates indicated.
Signatures Title or Capacities Date
/s/ Leslie C. Quick, Jr. Chairman of the Board, November 1, 1995
Leslie C. Quick, Jr. Chief Executive Officer,
Chief Financial Officer
and Director (Principal
Executive Officer and
Principal Financial Officer)
/s/ Peter Quick President and Director November 1, 1995
Peter Quick
/s/ Leslie C. Quick, III President, Treasurer November 1, 1995
Leslie C. Quick, III and Director
/s/ Thomas C. Quick Vice President, Assistant November 1, 1995
Thomas C. Quick Treasurer and Director
/s/ Christopher C. Quick Vice President and Director November 1, 1995
Christopher C. Quick
/s/ Robert J. Rabinoff Controller November 1, 1995
Robert J. Rabinoff (Principal Accounting Officer)
/s/ Alexander Benisatto Director November 1, 1995
Alexander Benisatto
/s/ Richard G. Brodrick Director November 1, 1995
Richard G. Brodrick
/s/ Thomas E. Christman Director November 1, 1995
Thomas E. Christman
/s/ Arlene B. Fryer Secretary and Director November 1, 1995
Arlene B. Fryer
/s/ Henry P. Kilroy Director November 1, 1995
Henry P. Kilroy
/s/ Clifford W. Mays Director November 1, 1995
Clifford W. Mays
/s/ Pascal J. Mercurio Vice President and November 1, 1995
Pascal J. Mercurio Director
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
<S> <C> <C>
Sequentially
Exhibit Numbered
Number Description Page
4.1 Specimen common stock certificate of the registrant(1)
5.1 Opinion of Kelley Drye & Warren regarding legality
23.1 Consent of Kelley Drye & Warren (2)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney executed by certain officers and
directors of the registrant (3)
Attest /s/ Charles E. Davis By: /s/ George J. Cardy
Its President
</TABLE>
EXHIBIT 5.1
Kelley Drye & Warren
2 Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
November 7, 1995
The Quick & Reilly Group Inc.
26 Broadway
New York, New York 10004
Gentlemen:
We have acted as special counsel to The Quick & Reilly Group,
Inc., a Delaware corporation (the "Company") in connection with the
preparation and filing by the Company of a Registration Statement
on Form S-3 (the "Registration Statement") for the registration
under the Securities Act of 1933, as amended, of the resale by a
certain stockholder of the Company of an aggregate of 36,474 shares
(the "Shares") of the common stock, par value $.10 per share, of
the Company (as adjusted to reflect a 3-for-2 stock split effected by
the Company on October 18, 1995). Of such Shares, 27,356 were issued
to such stockholder on September 18, 1995 and 9,118 were issued to such
stockholder on October 18, 1995 pursuant to that certain Asset
Purchase Agreement dated as of August 31, 1995 among Quick &
Reilly, Inc., Cardy & Co., Inc. and George Cardy (the "Purchase
Agreement"). As such special counsel, you have requested our
opinion as to the matters described herein relating to the issuance
of the Shares.
In connection with this opinion, we have examined and relied
upon copies certified or otherwise identified to our satisfaction
of the Certificate of Incorporation and Bylaws of the Company,
minutes of the Company's corporate proceedings, as made available
to us by officers of the Company, an executed copy of the
Registration Statement, together with all schedules and exhibits
thereto, in the form to be filed with the Securities and Exchange
Commission, an executed copy of the Purchase Agreement and such
matters of law and fact deemed necessary by us in order to deliver
the within opinion. In the course of such examination, we have
assumed the genuineness of all signatures, the authority of all
signatories to sign on behalf of their principals, if any, the
authenticity of all documents submitted to us as original documents
and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to certain factual
matters, we have relied upon information furnished to us by
officers of the Company.
Based on the foregoing and solely in reliance thereon, it is
our opinion that the Shares have been duly authorized and validly
issued, and are fully paid and non-assessable.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the reference to us in the
Prospectus included therein under the caption "Legal Matters."
Very truly yours,
/s/ Kelley Drye & Warren
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated April 17, 1995 on the consolidated financial
statements (and schedules) of The Quick & Reilly Group, Inc.
incorporated by reference in the Company's Form 10-K for the year
ended February 28, 1995 and to all references to our Firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
November 7, 1995
