1
RAYMOND JAMES FINANCIAL, INC.
880 Carillon Parkway
St. Petersburg, Florida 33716
(727) 573-3800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 10, 2000
To the Shareholders of Raymond James Financial, Inc.:
The Annual Meeting of Shareholders of Raymond James Financial, Inc.
will be held at the Raymond James Financial Center, 880 Carillon Parkway,
St. Petersburg, Florida, on Thursday, February 10, 2000 at 4:00 p.m. for
the following purposes:
1. To elect thirteen nominees to the Board of Directors of the Company;
2. To ratify Incentive Compensation Criteria for certain of the Company's
executive officers;
3. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the fiscal year ending September 29, 2000;
4. To transact any other business as may properly come before the
meeting.
Shareholders of record as of the close of business on December 14,
1999 will be entitled to vote at this meeting or any adjournment thereof.
Information relating to the matters to be considered and voted on at the
Annual Meeting is set forth in the Proxy Statement accompanying this
Notice.
By order of the Board of Directors,
/s/ BARRY AUGENBRAUN
Barry Augenbraun, Secretary
December 14, 1999
If you do not expect
to attend the meeting in person,
please vote on the matters to be
considered at the meeting by
completing the enclosed proxy and
mailing it promptly in the enclosed
envelope.
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Raymond James Financial, Inc.
(the "Company") for the Annual Meeting of Shareholders to be held on
February 10, 2000 at 4:00 p.m., or any adjournment thereof.
If the accompanying proxy form is completed, signed and returned, the shares
represented thereby will be voted at the meeting. Delivery of the proxy
does not affect the right to vote in person should the shareholder attend
the meeting. The shareholder may revoke the proxy at any time prior to the
voting thereof.
The affirmative vote of a majority of the shares of common stock represented
at the meeting, either in person or by proxy, will be required for the
election of any nominee, or the ratification or approval of any proposal or
other business that may properly come before the meeting.
The annual report of the Company for the year ended September 24, 1999 is
being mailed with this proxy statement to shareholders entitled to vote at
the meeting. The cost of all proxy solicitation will be paid by the
Company.
SHAREHOLDERS ENTITLED TO VOTE
AND
PRINCIPAL SHAREHOLDERS
Shareholders of record at the close of business on December 14, 1999 will be
entitled to notice of, and to vote at, the Annual Meeting. At that date,
there were 46,588,602 shares of common stock outstanding and entitled to
vote. Shareholders are entitled to one vote per share on all matters. All
references to number of shares in this proxy statement have been adjusted to
reflect all stock splits.
The following table sets forth, as of December 14, 1999, information with
respect to the common stock ownership of each person known by the Company to
own beneficially more than 5% of the shares of the Company's common stock,
and of all Executive Officers and Directors as a group:
Beneficially Percent
Name Address Owned Shares of Class
- ---------------- -------------------- ------------ --------
Thomas A. James 880 Carillon Parkway 7,082,231 (2) 15.2%
St. Petersburg,
Florida 33716
All Executive Officers
and Directors as a Group 10,022,456 (1) 21.5%
(17 Persons)
- ------------------------
(1) Includes shares credited to Employee Stock Ownership Plan accounts and
shares which can be acquired within sixty days of record date through
the exercise of stock options.
(2) Includes 563,508 shares owned by the James' Children Annuity Trust of
which Thomas A. James is a beneficiary and for which Sound Trust Company,
a wholly-owned subsidiary of the Company, serves as trustee. Excludes
shares held by two trusts, of which he is not a beneficiary: 3,362,680
shares owned by the Robert A. James Trust and 152,909 shares owned by the
James' Grandchildren's Trust, for which Sound Trust Company serves as
trustee, and both of which have as beneficiaries other James family
members, including Huntington A. James. Thomas A. James disclaims any
beneficial interest in these two trusts.
PROPOSAL 1: ELECTION OF DIRECTORS
Thirteen directors are to be elected to hold office until the Annual
Meeting of Shareholders in 2001 and until their respective successors shall
have been elected. All of the nominees were elected by the shareholders on
January 28, 1999, to serve as Directors of the Company until the Annual
Meeting of Shareholders in 2000. It is intended that proxies received will
be voted to elect the nominees named below.
Should any nominee decline or be unable to accept such nomination to
serve as a director, events which are not presently anticipated,
discretionary authority may be exercised to vote for a substitute nominee.
Principal Occupation, (1)
Directorships and Director
Nominee Age Security Ownership (2) Since
- ------------------ --- ------------------------------------ --------
Angela M. Biever 46 Director, Corporate Business Development, 1997
supporting Intel's New Business Group
in building its Internet participation
since 1999; Independent Consultant,
working with a leading Internet Services
Provider from 1997 to 1998;
Various senior management positions
with First Data Corporation, an
information and transaction processor
from 1991 to 1997, beginning as Senior
Vice President, Finance and Planning
and culminating as Executive Vice
President, Integrated Services Division;
Vice President, American Express Company
from 1987 to 1991. Member of Audit
Committee.
Common shares owned: 2,500 (.005%)
Jonathan A. Bulkley 65 Independent Consultant since 1999,
Managing Director, Barents Group LLC 1986
(emerging markets/capital markets
development consulting) from 1992 to 1999;
President and CEO, Charterhouse Media
Group (investment banking) from 1988
to 1992; President and CEO Jesup & Lamont
Securities Group, Inc. (securities broker
-dealer) from 1987 to 1988; Prior to 1986,
President and CEO of Moseley, Hallgarten,
Estabrook & Weeden Inc. (securities broker
-dealer). Chairman of Audit Committee.
Common shares owned: 40,420 (.087%)
Elaine L. Chao 46 Distinguished Fellow at The Heritage 1998
Foundation since 1996; President
and CEO of United Way of America
1992 to 1996; Director
of the Peace Corps 1991 to 1992;
Deputy Secretary of the U.S.
Department of Transportation 1989 to 1991;
Chairman of the Federal Maritime
Commission 1986 to 1989; Vice President,
Syndications at BankAmerica Capital Markets
Group 1984 to 1986. Director of Northwest
Airlines, Clorox Co., C.R. Bard, Inc.
(healthcare manufacturer) and
Columbia/HCA HealthCare Corp. Member of
Compensation and Governance Committee.
Common shares owned: 1,000 (.002%)
Thomas S. Franke 58 President and Chief Operating Officer 1991
of Raymond James & Associates, Inc.
("RJA")* since 1991; President and CEO
of Blunt Ellis & Loewi, Inc. (securities
broker-dealer) from 1986 to 1990.
Common shares owned: 171,255 (.368%)(2)
Francis S. Godbold 56 President of Raymond James Financial, 1977
Inc. ("RJF"); Director and Officer of various
affiliated entities. Executive
Vice President of RJA.
Common shares owned: 943,879 (2.026%)(2)
M. Anthony Greene 61 Chairman of Raymond James Financial 1975
Sevices, Inc. ("RJFS")*;
Chairman, CEO and President of
Investment Management & Research,
Inc. ("IM&R")** from 1975 to 1998;
Executive Vice President of RJF.
Common shares owned: 621,508 (1.334%)(2)
Harvard H.
Hill, Jr., CFP 63 Managing General Partner of Houston 1986
Partners (venture capital) since 1985;
Prior to 1985, President and CEO
of Criterion Investments; President
and COO of Rotan Mosle; and Vice
President of Dean Witter & Co.
Member of Compensation and Governance
Committee.
Common shares owned: 5,000 (.011%)
Huntington A. James 31 Vice President of Corporate Client 1996
Services since 1998;
Syndicate Associate, RJA 1994 to 1998;
MBA Darden School of Business, University
of Virginia, 1992 to 1994; Corporate
Finance Analyst, Smith Barney, 1990 to 1992.
Son of Thomas A. James.
Common shares owned: 563,816 (1.208%) (2)(4)
Thomas A. James 57 Chairman of the Board and Chief 1970
Executive Officer of RJF; Chairman
of the Board of RJA. Director and
Officer of various affiliated
entities. Past Chairman of the
Securities Industry Association.
Director of World of Science, Inc.
(retail).
Common shares beneficially
owned: 7,082,231 (15.202%) (3)
Paul W. Marshall 57 Professor of Management at Harvard 1993
Graduate School of Business Administration
since 1996; Chairman and CEO of Rochester
Shoe Tree Co., Inc. from 1992 to 1997;
Chairman of Industrial Economics,
Inc. from 1989 to 1992.
Director of Applied Extrusion Technologies
(manufacturer). Chairman of Compensation
and Governance Committee.
Common shares owned: 3,375 (.007%)
J. Stephen Putnam 56 President and Chief Operating Officer 1989
of Raymond James Financial Services, Inc.
("RJFS")*; President of Robert Thomas
Securities, Inc. ("RTS")** from 1989
to 1998; Executive Vice President of RJF;
Senior Vice President of RJA,
Correspondent Services. Vice President
and Director of F.L. Putnam Securities.
Treasurer of Meescheart Fund, Inc.
(mutual fund). Director of F.L.
Putnam Investment Management Co.
(investment advisor).
Common shares owned: 187,820 (.403%)(2)
Robert F. Shuck 62 Vice Chairman of RJF; Executive Vice 1970
President of RJA.
Common shares owned: 640,924 (1.376%)(2)
Dennis W. Zank 45 Executive Vice President, Operations 1996
and Administration, RJA. Director
of several affiliated entities.
Common shares owned: 83,894 (.180%) (2)
* A wholly-owned subsidiary of Raymond James Financial, Inc.
** RTS and IM&R merged as of January 1, 1999 to become RJFS.
(1) Unless otherwise noted, the nominee has had the same principal
occupation and employment during the last five years.
(2) Includes shares credited to their Employee Stock Ownership Plan
accounts and shares which can be acquired within sixty days of record
date through the exercise of stock options.
(3) See footnotes under the Principal Shareholders' Ownership table.
(4) Includes 420,335 shares owned by the Robert A. James Trust and 16,990
shares owned by the James' Grandchildren's Trust, representing the shares
to which Huntington A. James is a beneficiary.
The Board of Directors held four regular meetings, including committee
meetings, and two telephone meetings during fiscal 1999. Each of the
directors attended all of the regular meetings held during the year except
Ms. Chao, who missed two meetings. Ms. Chao, Mr. Bulkley and Mr. Marshall
each missed one of the two Board telephone meetings held during the year.
The current standing committees of the Board of Directors are the
Audit Committee and the Compensation and Governance Committee. These two
committees met four times during the fiscal year ended September 24, 1999.
Each member of these committees attended, in person, all of the meetings
held during the year except Ms. Chao, who missed two of the meetings. The
Audit Committee serves as the principal agent of the Board of Directors in
fulfilling the Board's oversight responsibilities with respect to the
Company's financial reporting, the Company's systems of internal controls
and the Company's procedures for establishing compliance with regulatory
requirements. In discharging that function, the Committee meets
periodically with the Company's independent accountants to review the scope
and results of the audit and to consider various accounting and auditing
matters related to the Company. The Committee also makes recommendations
to the Board of Directors regarding the appointment of the Company's
independent public accountants. The Compensation and Governance Committee
reviews and approves the compensation to be paid to executive officers of
the Company and its subsidiaries and performs certain duties prescribed by
the Board with respect to employee benefit plans.
Directors Marshall, Hill, Chao, Bulkley and Biever receive a $10,000
annual retainer, a $2,000 attendance fee for each regular meeting, $250 for
each telephone meeting and a $500 attendance fee for Committee Service.
Outside Director Stock Options
The Directors who are also employees of the Company have voted in
favor of a non-qualified stock option plan for the Company's outside
Directors covering 379,688 shares of the Company's common stock. These
options, 24,750 of which were outstanding at September 24, 1999, are
exercisable at prices ranging from $6.84 to $25.96 at various times through
February 2004. Outside directors are generally granted 1,500 options per
year.
Section 16(a) Beneficial Ownership Reporting Compliance
Huntington A. James, Director, was late in filing one Form 4 Report
with respect to the sale of 10,000 shares of common stock during May 1999.
COMPENSATION AND GOVERNANCE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
The Compensation and Governance Committee (the "Committee") reviews
corporate compensation and benefit plan policies, as well as the structure
and amount of all compensation for executive officers of the Company. The
Committee consists exclusively of outside directors of the Company and is
chaired by Paul W. Marshall.
The Committee's goal is to establish and maintain compensation
policies that will enable the Company to attract, motivate and retain high-
quality executives and to ensure that their individual interests are
aligned with the long-term interests of the Company and its shareholders.
In doing so, individual performance, the compensation of executives of
similar brokerage firms and the Company's financial results are considered.
The Company's objectives are met through a compensation package which
includes four major components - base salary, annual bonus, stock option
awards and retirement plans.
The cash compensation components (base salary and annual bonus) are
heavily weighted toward annual bonus. These bonuses are based on the
attainment of performance goals, specifically the profits of an individual
subsidiary/department or on the profits of the Company as a whole. These
bonuses are based on formulas with a subjective portion. The emphasis on
profit-based compensation serves two functions: it encourages executives to
be conscious of the "bottom line" and it keeps the Company's base salary
structure at a modest level, which is advantageous to the firm given the
cyclical nature of the securities industry. In fiscal 2000 the Company
will begin issuing Company stock in lieu of cash for 10% to 20% of bonus
amounts in excess of $250,000. These shares will be issued at a 20%
discount and will be restricted from sale for three years.
The third component of the compensation package, incentive and non-
qualified stock option awards, is designed to provide a direct link between
the long-term interests of executives and shareholders. Options are
granted every two years to key management employees. From time to time
special awards may be granted when a unique situation exists, or if job
performance or a change in job duties warrants.
The fourth component of the compensation package is Company
contributions to various retirement plans, which are based on compensation
levels and years of service. The Company maintains three qualified
retirement plans: a profit sharing plan, an employee stock ownership plan
and a 401(k) plan. Contributions to the profit sharing and employee stock
ownership plans, if any, are dependent upon the overall profits of the
Company. Since inception of the 401(k) plan in 1987, the Company has
matched a portion of the first $1,000 contributed annually by employees to
their 401(k) accounts. Effective January 1, 1994 the plan provides for the
Company to match 100% of the first $500 and 50% of the next $500 of
compensation deferred by each participant annually. These three plans are
offered to all full-time employees who meet the length of service
requirements (six months for the 401(k) plan and one year for the other two
plans). The Company also maintains a non-qualified deferred management
bonus plan. Eligibility is restricted to those who meet certain
compensation levels set annually by the Board of Directors. The vesting
schedule of this plan is designed to encourage long-term employment with
the firm, and the earliest a participant may become fully vested is at age
55 with 20 years of service. Contributions to this plan are also dependent
upon the Company's earnings. Beginning in fiscal 2000 deferred management
bonus plan contributions will be made to a new but similar plan.
In addition, the Company has an employee stock purchase plan which
allows employees to purchase shares of the Company's common stock on four
specified dates throughout the year at a 15% discount from the market
value, subject to certain limitations including a one-year holding period.
Finally, certain key employees of the Company participate in a limited
partnership arrangement in which the Company makes a non-recourse loan to
these employees for two thirds of the purchase price per unit of the
Raymond James Employee Investment Fund I, L.P. The loan plus interest is
intended to be paid back from the earnings of the fund. The fund is
invested in the merchant banking activities of the Company and other
venture capital limited partnerships.
Compensation of the Chief Executive Officer
In keeping with the general compensation philosophy outlined above,
Mr. James' base salary for calendar 2000 will be $250,000, which represents
a 2% increase from the $245,000 received in 1999. Mr. James' salary is
subject to an annual review, as is true of all employees. It was last
adjusted in November 1998, to be effective January 1, 1999.
In determining the bonus offered to Mr. James for fiscal 1999 the
Committee considered many factors, including the following:
1999 was the fifteenth consecutive record year for the firm
in terms of revenues;
1999 net income was 8% below 1998;
Book value per share increased to $11.82, a 12% increase
over the prior yearend;
Return on average equity for the year was 16.2%; and
The compensation of the chief executive officers of other
similar brokerage firms, as of their most recent proxy
statements.
_____________________________________________________
Compensation and Governance Committee
November 18, 1999
Paul W. Marshall, Chairman
Harvard H. Hill, Jr.
Elaine L. Chao
PROPOSAL 2: TO RATIFY INCENTIVE COMPENSATION CRITERIA
FOR CERTAIN OF THE COMPANY'S EXECUTIVE OFFICERS
Several years ago, the Company adopted a policy of formalizing
incentive compensation calculations for executive officers. This was done
in consideration of the limitations on tax deductibility imposed under
Section 162(m) of the Internal Revenue Code of 1986, as amended. Section
162(m) limits deductions for compensation in excess of $1 million per year
by a public corporation to any one of its executive officers unless certain
criteria are met. This rule requires that the incentive compensation be
based on attainment of one or more performance goals and that the Company's
shareholders approve both the performance goals and the formula used to
calculate the payment amount.
The intention of the Compensation and Governance Committee remains
that the executive officers be compensated on a basis consistent with prior
years; i.e., for obtaining certain performance goals. It is the Company's
practice that a portion of any formula-driven bonus amount can be withheld
based on a subjective performance evaluation. The Committee considers the
bonus formulas for executive officers each year. For purposes of
determining incentive compensation for the executive officers for fiscal
2000, the Committee has approved the executive bonus formulas described
below and recommends a vote FOR the approval of these formulas by
shareholders.
Recommended Bonus Formulas for Executive Officers
Percent for Calculation
Executive Officer Basis of Maximum Bonus
- ----------------- ------------------------------------------------------
Thomas A. James Total company pre-tax profits 1.20%
Thomas S. Franke RJA retail division's pre-tax 3.25%
profits per Retail
Contribution Report*, pre-tax
profits of the RJA fixed
income department and Planning
Corporation of America, Inc.
M. Anthony Greene Pre-tax profits of RJFS 2.50%
per Retail Contribution
Report*
J. Stephen Putnam Pre-tax profits of RJFS 1.60%
per Retail Contribution
Report*
Correspondent clearing 2.50%
department's pre-tax profits
per Retail Contribution
Report*
Richard K. Riess Pre-tax profits of 6.25%
Eagle Asset Management, Inc.
Pre-tax profits of Heritage 3.00%
Asset Management, Inc. and
RJA's Asset Management
Services division
The Retail Contribution Report adjusts financial statement pre-tax
profits for items related to the retail sales force, primarily a credit for
interest income on cash balances arising from retail customers, and also
includes adjustments to actual clearing costs, a portion of mutual fund
revenues and expenses, credit for correspondent clearing profits and
accruals for benefit expenses.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
remuneration earned during the last three fiscal years by the Chief
Executive Officer and each of the four other most highly compensated
executive officers of the Company.
Long-Term
Annual Compensation Compensation
------------------------------------- -------------------
Stock All Other
Fiscal Commis- Option Compen-
Name Year Salary Bonus sions Awards(2) sation(3)
- ---------------- ------------------------------------- --------- ---------
Thomas A. James 1999 $243,000 $1,400,000 $391,239 - $47,111
Chairman and CEO 1998 234,250 1,550,000 343,203 - 55,019
1997 223,005 1,450,000 288,114 - 62,173
M. Anthony Greene 1999 239,250 1,578,000 - - 47,600
Chairman of RJFS 1998 231,000 1,280,000 25 9,000 55,443
Executive VP of RJF 1997 219,500 1,020,000 - 33,750 62,586
Richard K. Riess 1999 168,000 1,160,000 - - 47,390
President and CEO
of Eagle 1998 159,750 1,085,000 - 9,000 55,183
Executive VP of RJF 1997 151,250 531,237 - 16,875 62,873
Managing Director,
Asset Management
J. Stephen Putnam 1999 153,750 1,070,000 7,141 - 47,390
President and COO
of RJFS 1998 147,500 778,500 8,593 9,000 54,328
Executive VP of RJF 1997 138,250 633,565 7,271 22,500 62,316
Sr. VP RJA, Correspondent
Services
Thomas S. Franke 1999 207,500 840,000 4,377 - 47,181
President and COO
of RJA 1998 200,500 908,000 5,192 9,000 54,922
1997 192,500 855,000 4,888 33,750 62,063
(1) In accordance with the bonus formulas approved at the annual meetings
of the shareholders on January 28, 1999, February 12, 1998 and
February 13, 1997.
(2) Share amounts adjusted to reflect all stock splits.
(3) This column includes the amount of the Company's contributions to its
401(k) Plan, Profit Sharing Plan, Employee Stock Ownership Plan and
Deferred Management Bonus Plan.
Incentive Stock Options
The following tables contain information concerning options granted
to, and exercised by, the executive officers included in the Summary
Compensation Table during the fiscal year.
Aggregate Option Exercises During
---------------------------------
Last Fiscal Year and Year-end Value
-----------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Sept. 24, 1999 Sept. 24, 1999
Acquired Value (Exercisable/ (Exercisable/
Name on Exercise Realized Unexercisable) Unexercisable)
- ---------------- ----------- --------- -------------- --------------
Thomas S. Franke 6,750 $ 81,703 0/47,250 $0/$259,266
Comparative Stock Performance
The graph below compares the cumulative total shareholder return on
the common shares of the Company for the last five fiscal years with the
cumulative total return on the Standard & Poor's 500 Index ("S&P 500"), the
Financial Service Analytics stock price index ("FSA index") for regional
securities brokerage firms and the securities industry over the same period
(assuming an investment of $100 in each on October 1, 1994 and the
reinvestment of all dividends). The FSA index for the regional securities
brokerage firms is comprised of 16 publicly traded regional securities
firms, including the Company. The FSA index for the securities industry is
comprised of the 16 publicly traded regional firms and 13 publicly traded
national securities firms.
Name 1994 1995 1996 1997 1998 1999
- ---- ---- ------- ------- ------- ------- -------
Raymond James Financial, Inc. $100 $143.26 $162.53 $366.74 $323.94 $311.54
Regional Securities Brokerage
Firms 100 145.97 174.09 382.57 349.91 407.99
Securities Industry 100 165.35 167.78 351.81 269.09 477.70
Standard & Poor's 500 100 129.69 156.05 219.14 239.00 305.43
Source: Financial Service Analytics
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
Francis S. Godbold, President and a Director of the Company, owned
7.5% of the outstanding shares of common stock of RJ Properties, Inc.
("RJP"), a subsidiary of the Company, until August 1999 when the shares
were purchased by RJP for an adjusted book value totaling $258,586 and a
note receivable of $100,000. Mr. Godbold will receive payment on the note
as RJP collects on certain receivables which were excluded from the
adjusted book value calculation. Such shares were acquired by Mr. Godbold
for nominal consideration in connection with the organization of RJP in
1980.
In fiscal 1995, the Company committed to invest $1 million in Houston
Partners - a venture capital fund managed by Houston Partners, of which
Harvard H. Hill, Jr. is the Managing General Partner. The commitment is
recorded as an investment and a liability in the Company's financial
statements. There have been no capital draws to date.
During 1998 the Company launched a merchant banking fund, Raymond
James Capital Partners, L.P. Thomas A. James, Francis S. Godbold and Paul
W. Marshall have invested $2,000,000, $400,000 and $100,000 in this fund,
respectively, on the same terms and conditions as other investors.
As described in the Report on Executive Compensation, the Company has
extended non-recourse loans to approximately 80 employees for investments
in the Raymond James Employee Investment Fund I, L.P. Thomas S. Franke,
Francis S. Godbold, J. Stephen Putnam, Richard K. Riess, Robert F. Shuck,
Dennis W. Zank and Jeffrey P. Julien all have such loans from the Company.
Committed loan amounts range from $40,000 to $160,000 plus interest per
person, with outstanding balances ranging from $14,887 to $59,546 at
September 24, 1999.
The Company, in the ordinary course of its business, extends credit to
margin accounts in which certain of its officers and directors have an
interest, in connection with the purchase of securities. These extensions
of credit have been made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with non-affiliated persons, and do not involve
more than normal risk of collectibility or present other unfavorable
features. The Company also, from time to time and in the ordinary course
of its business, enters into transactions involving the purchase or sale of
securities as principal from, or to, directors, officers and employees and
accounts in which they have an interest. These purchases and sales of
securities on a principal basis are effected on substantially the same
terms as similar transactions with unaffiliated third parties.
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP has served as independent
accountants of the Company since fiscal 1979, and has audited the Company's
broker-dealer subsidiaries since fiscal 1970.
A representative of PricewaterhouseCoopers LLP will be present at the
Annual Meeting of Shareholders. Such representative will be available to
respond to appropriate questions and may make a statement if he so desires.
The Board of Directors recommends a vote FOR ratification of the
appointment of PricewaterhouseCoopers LLP as the Company's auditors for
fiscal 2000.
OTHER MATTERS
Proposals which shareholders intend to present at the 2001 Annual
Meeting of Shareholders must be received by the Company no later than
October 1, 2000 to be eligible for inclusion in the proxy material for that
meeting.
Management knows of no matter to be brought before the meeting which
is not referred to in the Notice of Meeting. If any other matters properly
come before the meeting, it is intended that the shares represented by
proxy will be voted with respect thereto in accordance with the judgment of
the persons voting them.
By Order of the Board of Directors,
/s/ Barry Augenbraun, Secretary
