<PAGE> 1
As Filed With the Securities and Exchange Commission on May 18, 1994.
Registration Number 33-___________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
STIFEL FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
43-1273600
(I.R.S. Employer Identification Number)
500 North Broadway
St. Louis, Missouri 63102-2188
(314) 342-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Mark D. Knott
Secretary, Treasurer and Chief Financial Officer
Stifel Financial Corp.
500 North Broadway
St. Louis, Missouri 63102-2188
(314) 342-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
COPY TO:
John P. Denneen
Bryan Cave
211 North Broadway
St. Louis, Missouri 63102-2750
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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. [ ]
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount
of Securities to be Aggregate Price Aggregate of
to be Registered Registered Per Unit (1) Offering Price (1) Registration Fee
- ------------------------------------------------- ---------- ---------------- ------------------ ----------------
<C> <C> <C> <C> <C>
Common Stock, Par Value $ .15 per share,
including related Preferred Stock Purchase Rights 150,000 $8.00 $1,200,000 $413.80
=====================================================================================================================
- ----------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 on the basis
of the average of the high and low prices of the Common Stock as reported
in the consolidated reporting system of the New York Stock Exchange on
May 16, 1994.
</TABLE>
===============================================================================
<PAGE> 3
[LOGO](1) STIFEL FINANCIAL CORP.
500 NORTH BROADWAY
ST. LOUIS, MISSOURI 63102-2188
(314)342-2000
To Our Shareholders:
We are pleased to send you the enclosed prospectus which describes our
Dividend Reinvestment and Stock Purchase Plan.
The Plan provides an easy and economical way for you to increase your
ownership in Stifel Financial Corp. ("Stifel").
Through this Plan, you may purchase additional Stifel Common Stock with any
cash dividend payments from Stifel and with supplemental voluntary cash
contributions. Stifel pays all brokerage commissions and costs connected with
administration of the Plan. Your participation is, of course, entirely
voluntary, and you may withdraw at any time.
Please review and acquaint yourself with the Plan specifics by reading the
enclosed prospectus. If you have questions concerning the Plan or your
participation, please direct your inquiries to:
Stifel Financial Corp.
c/o Boatmen's Trust Company
Corporate Trust Division
Dividend Reinvestment and Stock
Purchase Plan Administrator
510 Locust Street, P.O. Box 14768
St. Louis, Missouri 63178-4768
(314) 466-1357
(800) 456-9852
Thank you for your continued support and faith in your Company.
/S/ GREGORY F. TAYLOR
Gregory F. Taylor
President and Chief Executive Officer
- ----------
[FN]
(1) Refer to Appendix A for description of logo.
<PAGE> 4
[LOGO](1)
STIFEL FINANCIAL CORP.
150,000 SHARES OF COMMON STOCK, PAR VALUE $.15 PER SHARE
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Stifel
Financial Corp. (the "Company") provides participants in the Plan with a
convenient and economical way of investing any cash dividends and supplemental
voluntary cash payments in additional shares of the Company's $.15 par value
Common Stock ("Common Stock") without payment of any brokerage commissions or
service charges.
Holders of the Company's Common Stock who elect to participate may:
-- Have any cash dividends on all or some of their shares automatically
reinvested in shares of Common Stock.
-- Invest optional cash payments at any time in any amount from a minimum
of $25 up to a maximum of $5,000 in any calendar month.
-- Invest both cash dividends and such optional cash payments.
Shares purchased for Plan participants will consist, in the Company's sole
discretion, of newly issued or treasury shares purchased from the Company,
shares purchased for Plan participants in the open market, or any combination
thereof. The price of shares of Common Stock purchased from the Company with
reinvested dividends will be the average of the daily high and low sales prices
of shares of Common Stock reported as New York Stock Exchange -- Composite
Transactions for the last five trading days immediately preceding the date of
the dividend payment. The price of shares of Common Stock purchased from the
Company with optional cash payments will be such average market price for the
last five trading days immediately preceding the second business day of the
month of purchase. The price of shares of Common Stock purchased in the open
market will be the weighted average purchase price of shares of Common Stock
purchased for the Plan participants with the particular dividend or optional
monthly cash payments, as the case may be.
CASH DIVIDENDS ARE STILL TAXABLE EVEN THOUGH REINVESTED.
The terms of the Plan are described in this Prospectus. Shareholders are
urged to read this Prospectus carefully and to retain it for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE 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 May 18, 1994.
- -------------------------------------------------------------------------------
- ----------
[FN]
(1) Refer to Appendix A for description of logo.
<PAGE> 5
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 with respect to the Common
Stock offered hereby (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Act"). This Prospectus does not contain all of the information
set forth in such Registration Statement, certain parts of which are omitted in
accordance with the Rules and Regulations of the Commission. For further
information pertaining to the Common Stock and the Company, reference is made
to the Registration Statement.
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
Commission. The reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Northeast
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048;
Midwest Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; Southeast Regional Office, 1401 Brickell Avenue, Suite 200, Miami,
Florida 33131; Central Regional Office, 1801 California Street, Suite 4800,
Denver, Colorado 80202-2648; and Pacific Regional Office, 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, California 90036-3648. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Common Stock of the Company is listed on the New York Stock Exchange
("NYSE") and the Chicago Stock Exchange ("CSE"), and reports, proxy statements
and other information concerning the Company can also be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005, and the CSE,
440 South LaSalle Street, Chicago, Illinois 60605.
THE COMPANY
The Company offers security-related financial services primarily through
its wholly-owned operating subsidiary, Stifel, Nicolaus & Company, Incorporated
("Stifel, Nicolaus"). Stifel, Nicolaus is a regional securities firm which
provides brokerage, trading, investment banking, investment advisory and
related financial services primarily to retail customers. The Company is also
engaged in public and corporate finance and investment advisory activities. The
Company's customers include individuals, corporations, municipalities and
institutions. Although the Company has customers throughout the United States,
its major geographic area of concentration is in the Midwest and near
Southwest.
Unless the context otherwise indicates, references in this Prospectus to
the Company include the Company and its subsidiaries. The principal executive
offices of the Company are located at 500 North Broadway, St. Louis, Missouri
63102-2188, Telephone number (314) 342-2000.
<PAGE> 6
DESCRIPTION OF THE PLAN
This document constitutes the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"), and the following is a question and answer
statement of the provisions of the Plan. See "Federal Income Tax Consequences"
for information concerning the tax consequences of the reinvestment of
dividends and the purchase of shares of Common Stock under the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a convenient and
economical way of investing any cash dividends, as well as optional monthly
cash payments, in shares of Common Stock of the Company without payment of any
brokerage commissions or service charges. If the Company transfers any
newly-issued or treasury shares to Plan participants, the Company will have the
proceeds available for its general corporate purposes.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may (a) automatically invest any cash dividends on
some or all of their shares of Common Stock or (b) continue to receive their
cash dividends on shares registered in their names and invest by making
optional cash payments of as little as $25 up to $5,000 per calendar month or
(c) invest both their cash dividends and such optional cash payments. The price
of shares purchased will be a market price average as more fully explained
under Question 15. Participants are not required to pay any brokerage
commissions or service charges in connection with purchases under the Plan.
Full investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to participants'
accounts. In addition, dividends in respect of such fractions of shares, as
well as full shares, will be credited to participants' accounts. Participants
will avoid the need for safekeeping of certificates for shares credited to
their accounts under the Plan. Regular statements of account will provide each
participant with a record of each transaction.
Plan Administration
3. Who administers the Plan for participants?
Boatmen's Trust Company, St. Louis, Missouri (the "Plan Administrator")
administers the Plan for participants, maintains records, sends statements of
account to participants and performs other duties relating to the Plan.
Eligibility and Participation
4. Who is eligible to participate in the Plan?
All holders of record of shares of Common Stock and all employees of the
Company who have shares of Common Stock credited to their accounts under the
Company's Employees' Stock Ownership Plan are eligible to participate in the
Plan. Beneficial owners of the Company's Common Stock whose shares are
registered in names other than their own (for example, a broker or bank
nominee) must either make appropriate arrangements for the record owner to
<PAGE> 7
participate on their behalf or have their shares transferred into their names
in order to be eligible to participate in the Plan.
5. Can an employee participate if he or she is not a record holder of stock of
the Company?
Yes, if he or she is a participant in the Company's Employees' Stock
Ownership Plan and has shares of Common Stock credited to his or her account
under that plan. See Question 13 for information concerning payroll deductions.
6. How and when may an eligible person join the Plan?
A shareholder may join the Plan at any time by completing the Authorization
Form and returning it to the Plan Administrator. Authorization Forms may be
obtained upon request from the Company at 500 North Broadway, St. Louis,
Missouri 63102-2188 (314) 342-2000 or from the Plan Administrator at Boatmen's
Trust Company, 510 Locust Street, P.O. Box 14768, St. Louis, Missouri
63178-4768 (314) 466-1357 or (800) 456-9852.
7. When will dividends be invested?
Any regular quarterly cash dividends on the Common Stock would generally be
payable during the third week of February, May, August and November. Dividends
used to purchase shares from the Company will be reinvested and credited to
participant's accounts on the dividend payment date. Dividends used to make
purchases in the open market will be invested as soon as practicable on or
after the dividend payment date, but no later than 30 days after the dividend
payment date.
8. When must the Authorization Form be filed?
A shareholder may enroll in the Plan at any time. If an Authorization Form
signed by a shareholder entitled to a dividend is received by the Plan
Administrator on or before the last business day of the month prior to the
payment date for a particular dividend, that dividend will be used to purchase
additional shares of Common Stock for the shareholder on the next dividend
investment date. If an Authorization Form is received by the Plan Administrator
after the last business day of the month prior to the payment date for a
particular dividend, then the reinvestment of dividends will not begin until
the next following dividend investment date. For example, in order to invest
the quarterly dividend expected to be paid in mid August, a shareholder's
Authorization Form must be received by the Plan Administrator no later than the
last business day of July. If an Authorization Form is received after that date
the dividend payable in mid August will be paid in cash, and the shareholder's
participation in the Plan will begin with the next dividend payment date
(expected to be in mid November). See questions 12 and 13 below for information
concerning the timing of the investment of optional cash payments and payroll
deductions.
9. What does the shareholder Authorization Form provide?
The Authorization Form allows each shareholder to decide the extent to
which he or she wants to participate in the Plan. By checking the appropriate
box on the Authorization Form, a shareholder may indicate whether he or she
wants to (1) reinvest any dividends paid on all or some of his or her shares of
Common Stock or (2) participate in the Plan by making optional cash payments or
(3) do both.
<PAGE> 8
Optional Cash Payments
10. Who is eligible to make optional cash payments?
Participants who have submitted a signed Authorization Form, whether or not
they have authorized the investment of dividends, are eligible to make optional
cash investments. The Plan Administrator will apply any optional cash payments
received from participants prior to the end of any month to the purchase of
shares of Common Stock for the account of such participant on the second
business day of the following month, if the shares are purchased from the
Company, and as soon as practicable during the following month, if the shares
are purchased in the open market (the date of investment is referred to
hereinafter as the "Cash Investment Date").
If a participant chooses to participate by making optional cash payments
only, the Plan Administrator will pay cash dividends on other shares registered
in the participant's name in the usual manner and will apply any optional cash
payment received from the participant to the purchase of additional shares of
Common Stock for the participant's account on the Cash Investment Date.
Dividends payable on shares of Common Stock credited to the account of the
participant under the Plan, however, will be automatically reinvested in
additional shares of Common Stock (see the answer to Question 7 above for
information concerning the timing of such investments).
An initial optional cash payment may be made by a participant when
enrolling in the Plan by enclosing a check with the Authorization Form. Checks
should be made payable to "Boatmen's Trust Company, Plan Administrator" and
returned along with the Authorization Form. Thereafter, optional cash payments
may be invested by the use of the cash payment form attached to the statement
of account sent to participants by the Plan Administrator.
11. What are the limitations on making optional cash payments?
The option to make cash payments is available to each participant at any
time. Optional cash payments by a participant cannot be less than $25 or more
than a total of $5,000 per calendar month. The same amount of money need not be
sent each month and there is no obligation to make an optional cash payment
each month.
12. When will optional cash payments received by the Plan Administrator be
invested?
Optional cash payments received after the end of any month will be held by
the Plan Administrator for investment during the month following receipt. Since
no interest will be paid to Plan participants by the Company or the Plan
Administrator on optional cash payments, Plan participants are strongly urged
to make any optional cash payments shortly before the end of any month.
However, Plan participants should allow sufficient time to ensure that their
optional cash payments will be received prior to the end of any month. Optional
cash payments will be refunded if a written request for refund is received by
the Plan Administrator prior to the end of any month.
<PAGE> 9
Optional Cash Payments Through Payroll Deductions
13. How do employees of the Company elect to participate through payroll
deductions?
Eligible employees (i.e., shareholders of record or participants in the
Company's Employees' Stock Ownership Plan) can participate through payroll
deductions by completing the Payroll Deduction Authorization Form which
authorizes the Company to deduct any amount specified by the employee, from as
little as $25 up to $5,000 per month, from his or her regular paycheck. The
Plan Administrator will invest the accumulated payroll deductions in Common
Stock on each Cash Investment Date. If the employee has made optional cash
payments in any month which, in addition to the payroll deductions during such
month, exceed $5,000, the Plan Administrator will return to the employee the
excess received over $5,000.
In order to commence payroll deductions, the Payroll Deduction
Authorization Form must be received by the Company two weeks before the payday
on which the employee wishes to commence deductions. An employee for whom
payroll deductions have already been commenced may change or terminate the
amount of his or her deductions by submitting a new Payroll Deduction
Authorization Form, or other appropriate form which may be obtained from the
Company, two weeks before the payday on which the employee wishes to have the
amount changed. All deductions in any month made not later than the last day of
the last full payroll period of such month will be invested on the Cash
Investment Date of the succeeding month. No interest will be paid by the
Company or the Plan Administrator on payroll deductions.
Purchases
14. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's dividends, including dividends on shares credited to the
participant's account under the Plan, the amount of any optional cash payments
or payroll deductions and the purchase price of shares of Common Stock. (See
Question 15 for determination of the purchase price.) Each participant's
account will be credited with that number of shares, including fractions
computed to four decimal places, equal to the total amount to be invested
divided by the applicable purchase price.
15. What will be the price of shares of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased from the Company with
dividends paid on Common Stock, including dividends on the shares of Common
Stock credited to the participants' accounts under the Plan, will be the
average of the daily high and low sales prices of shares of Common Stock
reported as New York Stock Exchange -- Composite Transactions for the last five
trading days immediately preceding the date of the dividend payment. The price
of shares of Common Stock purchased from the Company with optional cash
payments, including payroll deductions, will be such average market price for
the last five trading days immediately preceding the second business day of the
month of purchase. The price of shares of Common Stock purchased in the open
market will be the weighted average purchase price of shares of Common Stock
purchased for the Plan participants with the particular dividend or optional
monthly cash payments, as the case may be.
<PAGE> 10
16. May participants purchase shares through the Plan but have dividends on
those shares sent directly to them?
No. The purpose of the Plan is to provide participants with a convenient
method of purchasing shares of Common Stock and having the dividends on those
shares reinvested. Accordingly, dividends paid on shares held in the Plan will
be automatically reinvested in additional shares of Common Stock. Participants
in the Plan will not be charged a brokerage commission or service charge in
connection with any purchase of shares for their account under the Plan. A
participant may, of course, receive certificates for full shares accumulated in
his or her account under the Plan at any time by sending a written request to
Boatmen's Trust Company, Plan Administrator, Stifel Financial Corp. Dividend
Reinvestment and Stock Purchase Plan, 510 Locust Street, P.O. Box 14768, St.
Louis, Missouri 63178-4768. When certificates are issued to a participant,
future dividends on those shares will be treated in accordance with the
participant's desires.
Costs
17. Are there any expenses to participants in connection with purchases under
the Plan?
No. There are no brokerage commissions or service charges. All costs of
Plan administration are paid by the Company.
Reports to Participants
18. What records will Plan participants receive regarding purchases under the
Plan?
As soon as practicable after each purchase, but at least quarterly, each
Plan participant will receive a statement of his or her account showing amounts
invested, purchase prices, shares purchased and other information for the
preceding quarter, or lesser period, and the year-to-date. These statements are
a Plan participant's continuing record of the cost of his or her purchases and
should be retained for tax purposes.
19. What other reports will be received by Plan participants?
In addition to statements of account, each Plan participant will receive
copies of the same communications sent to every other shareholder, including
the Company's Annual Report to Stockholders, Notice of Stockholders' Meeting
and Proxy Statement, a Proxy and income tax information for reporting dividends
paid.
Dividends
20. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. The Company pays dividends, as declared, to the record holders of all
its shares of stock. As the record holder for Plan participants, the Plan
Administrator will receive dividends for all shares credited to participants'
accounts on the record date. The Plan Administrator will credit such dividends
to participants on the basis of full and fractional shares held in their
accounts and will reinvest such dividends in additional shares.
<PAGE> 11
Certificates for Shares
21. Will stock certificates be issued for shares of Common Stock purchased?
Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants. The number of shares credited to an account
under the Plan will be shown on the participant's statement of account. This
additional service protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to a participant's
account under the Plan will be issued upon written request of the participant.
This request should be mailed to Boatmen's Trust Company, Plan Administrator,
Stifel Financial Corp. Dividend Reinvestment and Stock Purchase Plan, 510
Locust Street, P.O. Box 14768, St. Louis, Missouri 63178-4768. Any remaining
full shares and fractional shares will continue to be credited to the
participant's account. Certificates for fractional shares will not be issued
under any circumstances. The issuance of certificates will not terminate the
participant's continuance in the Plan.
Shares credited to the account of a participant under the Plan may not be
acceptable as collateral for loans. A participant who wishes to pledge such
shares must request that certificates for such shares be issued in the
participant's name and delivered to him or her.
22. In whose name will accounts be maintained and certificates registered when
issued?
Accounts for participants will be maintained by the Plan Administrator in
the participant's name as shown on the Company's records at the time the
participant enters the Plan. When issued, certificates for full shares will be
registered in the account name.
Upon written request, certificates also can be registered and issued in
names other than the account name subject to compliance with any applicable
laws and the payment by the participant of any applicable taxes, provided that
the request bears the signature of the participant and the signature is
guaranteed by a financial institution which is a participant in a Security
Transfer Association recognized signature guarantee program, commonly known as
the Medallion Guarantee.
Changing Participation and Withdrawal
23. How does a participant change his or her participation?
A participant may change his or her participation at any time by completing
an Authorization Form and returning it to the Plan Administrator or by
submitting a written request to Boatmen's Trust Company, Plan Administrator,
Stifel Financial Corp. Dividend Reinvestment and Stock Purchase Plan, 510
Locust Street, P.O. Box 14768, St. Louis, Missouri 63178-4768.
24. May a participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a participant may withdraw at any
time.
If the request to withdraw is received by the Plan Administrator at least
<PAGE> 12
five (5) business days prior to any dividend record date, the amount of the
dividend which would otherwise have been invested will be paid in cash to the
withdrawing participant. Any uninvested optional cash payments, including
uninvested payroll deductions, will also be returned upon request of the
withdrawing participant. Thereafter all dividends will be paid in cash to the
shareholder. A shareholder or eligible employee may elect to re-enroll in the
Plan at any time.
25. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify the Plan
Administrator in writing that he or she wishes to withdraw. Written notice
should be addressed to Boatmen's Trust Company, Plan Administrator, Stifel
Financial Corp. Dividend Reinvestment and Stock Purchase Plan, 510 Locust
Street, P.O. Box 14768, St. Louis, Missouri 63178-4768. When a participant
withdraws from the Plan or upon termination of the Plan by the Company,
certificates for whole shares credited to his or her account under the Plan
will be issued and a cash payment will be made for any fraction of a share.
Upon withdrawal from the Plan, the participant may, if he or she desires,
request that all of the shares, both whole and fractional, credited to his or
her account in the Plan be sold. If he or she requests that his or her shares
be sold, the sale will be made by the Plan Administrator in the market within
ten (10) trading days after receipt of the request. The participant will
receive the proceeds of the sale less any brokerage commission and transfer
tax.
26. How does an employee participating through payroll deductions withdraw from
the Plan?
In addition to the withdrawal request sent to the Plan Administrator, a
participating employee who has elected payroll deductions must notify the
Company in writing to discontinue the payroll deductions sufficiently in
advance of the employee's next paycheck to allow processing (normally at least
two weeks). If the notice is so received by the Company, no further payroll
deductions will be made and the uninvested amount previously withheld will be
paid to the employee in cash.
27. What happens to a fraction of a share when a participant withdraws from the
Plan?
When a participant withdraws from the Plan, a cash adjustment representing
any fraction of a share will be sent directly to the participant in lieu of
issuing certificates for such shares. The cash payment will be based on the
average market price which would be used for a stock purchase under the Plan,
if an investment were being made on the next business day after the withdrawal
request is received by the Plan Administrator. See Question 15 above for
information as to the price of shares purchased under the Plan.
28. May a participant terminate his or her participation through dividend
reinvestments or payroll deductions and still remain in the Plan?
Yes. A participant who terminates the reinvestment of dividends paid on
shares registered in his or her name or who terminates his or her payroll
deductions may leave his or her shares in the Plan. Dividends paid on shares
left in the Plan will continue to be automatically reinvested for his or her
account. A participant who terminates the reinvestment of dividends paid on
<PAGE> 13
shares registered in his or her name may also continue to make optional cash
payments, including payroll deductions.
Other Information
29. What happens when a participant sells or transfers all of the shares
registered in his or her name, but does not sell or transfer the shares
credited to his or her account under the Plan?
If a participant disposes of all shares of stock registered in his or her
name, the Plan Administrator will, unless otherwise instructed by the
participant, continue to reinvest the dividends on the shares credited to his
or her account under the Plan.
30. What happens if the Company declares a stock split or stock dividend?
Any shares distributed by the Company on shares credited to the account of
a participant under the Plan will be added to the participant's account. Shares
distributed on shares held directly by participants will be sent to such
participants in the same manner as to shareholders who are not participating in
the Plan.
31. How will a participant's shares held under the Plan be voted at meetings of
shareholders?
If shares registered in the name of a participant in the Plan are entitled
to be voted by him or her on any matter submitted to a meeting of shareholders,
the Plan Administrator will vote any shares held in the participant's account
under the Plan in accordance with the participant's proxy for the shares
registered in his or her name. If no shares are registered in a participant's
name, shares credited to the account of a participant under the Plan will be
voted in accordance with instructions of the participant given on an
instruction form which will be furnished to the participant. If the participant
desires to vote in person at the meeting, a proxy for shares credited to his or
her account under the Plan may be obtained upon written request received by the
Plan Administrator at least ten (10) days before the meeting.
If no instructions are received on a returned proxy card or instruction
form, properly signed, with respect to any item thereon, all of a participant's
shares -- those registered in his or her name, if any, and those credited to
his or her account under the Plan -- will be voted in the same manner as
non-participating shareholders who return signed proxies and do not provide
instructions, that is, in accordance with the recommendations of the Company's
management. If the proxy card or instruction form is not returned or if it is
returned unsigned, none of the participant's shares will be voted unless the
participant votes in person.
32. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to amend, suspend, modify or terminate the Plan at any time.
Notice of any such amendment, suspension, modification or termination will be
sent to participants.
<PAGE> 14
33. What is the responsibility of the Company and the Plan Administrator under
the Plan?
The Company and the Plan Administrator will not be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon a participant's death prior to receipt of notice in
writing of such death, the prices at which shares are purchased for the account
of a participant, the times when purchases are made or any fluctuation in
market value of the Common Stock.
Participants should recognize that neither the Company nor the Plan
Administrator can assure participants of a profit or protect participants
against a loss on the shares purchased on their behalf under the Plan.
34. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan as may be
necessary or desirable in connection with the Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following general summary of the federal income tax law is current as
of the date of this Prospectus. Each participant in the Plan should consult his
or her tax adviser to determine the particular federal, state, local and
foreign tax consequences of such participant's participation in and disposition
of shares purchased under the Plan.
For federal income tax purposes, a participant who reinvests a dividend
under the Plan will be treated as having received a dividend in an amount equal
to the fair market value of the shares purchased with the reinvested dividend
on the dividend payment date. The participant's tax basis in these shares will
also be equal to the fair market value of these shares on the dividend payment
date. For this purpose, the fair market value of a purchased share is the mean
between the high and low sales prices per share reported as New York Stock
Exchange -- Composite Transactions on the dividend payment date, not the price
at which the share was actually purchased under the Plan (see Question 15
above). On the other hand, the purchase price, for tax purposes, of shares
purchased with optional cash payments and credited to a participant's account
will be the amount of such optional cash payments. Any brokerage commissions
paid by the Company on behalf of participants will be subject to income taxes
in the same manner as dividends.
Any amount treated as a dividend will be taxed as ordinary income to the
extent of the Company's current and accumulated earnings and profits. Subject
to certain limitations, any dividend received by a corporation is subject to a
70% dividends-received deduction.
A participant's holding period for shares purchased under the Plan will
begin on the day after the date of acquisition of such shares for the
participant's account.
Upon withdrawal from or termination of the Plan, a participant may realize
gain or loss on receipt of a cash payment in redemption of a fractional share
held in the participant's account or upon a sale or exchange of shares by the
Plan Administrator under the Plan (see Question 25 above) or by the
participant. In general, the amount of such gain or loss will be the difference
<PAGE> 15
between the amount realized on the redemption, sale or exchange and the
participant's tax basis in the shares redeemed, sold or exchanged. The
character of such gain or loss will depend on whether such shares constituted a
capital asset in the hands of the participant, on the participant's holding
period for the shares and, in the case of a redemption, on the extent of the
participant's remaining holdings in the Company.
If a participant is subject to federal income tax withholding on dividends
received from the Company or on proceeds from the redemption, sale or exchange
of shares acquired under the Plan, including backup withholding of 31% on
payments made to persons other than corporations and other exempt entities and
withholding of 30% (or a lesser rate) on payments made to non-U.S. persons, the
Company will deduct the amount required to be withheld from such dividends or
proceeds before applying such dividends to the purchase of shares under the
Plan or releasing such proceeds to the participant. Payment of dividends and
proceeds to nonexempt persons and amounts, if any, of tax withheld will be
reported to the United States Internal Revenue Service by the Company as
required by law.
USE OF PROCEEDS
The net proceeds to the Company of any sales of newly issued or treasury
shares of Common Stock purchased from the Company will be added to the general
funds of the Company and will be available to reduce outstanding short-term
bank indebtedness and for other corporate purposes.
EXPERTS
The consolidated financial statements of Stifel Financial Corp. and its
Subsidiaries included in the Reports on Form 10-K of the Company for the five
months ended December 31, 1993 and the fiscal year ended July 30, 1993,
incorporated by reference in this Prospectus, have been audited by Coopers &
Lybrand, independent accountants, as set forth in their reports dated
February 18, 1994 and September 23, 1993, respectively, accompanying such
financial statements, and are incorporated herein by reference in reliance
upon the reports of such firm, which reports are given upon their authority as
experts in accounting and auditing.
LEGAL OPINION
The validity of the Common Stock offered hereby has been passed upon for
the Company by its special counsel, Bryan Cave, One Metropolitan Square, St.
Louis, Missouri 63102-2750. John J. Goebel, a partner in Bryan Cave, is a
director of the Company. As of May 1, 1994, Mr. Goebel was the beneficial owner
of 15,435 shares of Common Stock (including 8,820 shares held by the George
Herbert Walker Foundation of which Mr. Goebel is a trustee).
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.4 of the Company's Amended and Restated By-Laws provides for
indemnification by the Company of each person who is or was a director, officer
or employee of the Company (or is or was serving as a director, officer or
employee of any other enterprise at the request of the Company) to the full
extent authorized by law. Certain of the directors also have indemnification
agreements with the Company which provide for indemnification to the full
extent permitted by the Delaware General Corporation Law or by any amendment
<PAGE> 16
thereof or any other statutory provisions authorizing or permitting
indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (File No.
1-9305), are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for its fiscal year ended
July 30, 1993;
2. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended October 29, 1993;
3. The Company's Transition Report on Form 10-K for its transition period
from July 31, 1993 to December 31, 1993;
4. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 25, 1994; and
5. The description of the Common Stock in Item 1 to the Company's
Registration Statement on Form 8-A filed April 29, 1987 and the
description of the Company's related Preferred Stock Purchase Rights
in Item 1 to the Company's Registration Statement on Form 8-A filed
July 8, 1987.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to 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 subsequently filed document
which also is incorporated or 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 this Prospectus.
The Company will provide without charge upon written or oral request by any
person to whom this Prospectus is delivered a copy (without exhibits, unless
such exhibits are specifically incorporated by reference in such documents) of
any or all documents incorporated by reference in this Prospectus. Requests for
such documents should be addressed to:
Mark D. Knott
Secretary, Treasurer and Chief Financial Officer
Stifel Financial Corp.
500 North Broadway
St. Louis, Missouri 63102-2188
(314) 342-2000
<PAGE> 17
No person has been authorized to give any information or to make any
representation and, if given or made, such information or representation should
not be relied upon. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, the Common Stock offered hereby to any
person in any jurisdiction where such an offer would be unlawful. The delivery
of this Prospectus at any time does not imply that information contained in it
is correct as of any time subsequent to its date.
<PAGE> 18
====================================== ====================================
TABLE OF CONTENTS [LOGO] (1)
AVAILABLE INFORMATION. . . . . . 5 STIFEL FINANCIAL CORP.
THE COMPANY. . . . . . . . . . . 5
DESCRIPTION OF THE PLAN. . . . . 6
Purpose. . . . . . . . . . . . 6
Advantages . . . . . . . . . . 6
Plan Administration. . . . . . 6
Eligibility and Participation. 6
Optional Cash Payments . . . . 8
Optional Cash Payments Through
Payroll Deductions . . . . . 9
Purchases. . . . . . . . . . . 9 Dividend Reinvestment
Costs. . . . . . . . . . . . . 10 and Stock Purchase Plan
Reports to Participants. . . . 10
Dividends. . . . . . . . . . . 10
Certificates for Shares. . . . 11
Changing Participation and
Withdrawal . . . . . . . . . 11
Other Information. . . . . . . 13
FEDERAL INCOME TAX CONSEQUENCES. 14
USE OF PROCEEDS. . . . . . . . . 15
EXPERTS. . . . . . . . . . . . . 15
LEGAL OPINION. . . . . . . . . . 15
INDEMNIFICATION OF DIRECTORS AND
OFFICERS . . . . . . . . . . . 15
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . 16 May 18, 1994
====================================== ===================================
- ----------
[FN]
(1)
Refer to Appendix A for description of logo.
<PAGE> 19
APPENDIX A
DESCRIPTION OF LOGO
The letters "S" and "F" connected together at the top of each letter, in
large, thick bold type and slanted to the right with white horizontal lines
running through them.
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered (other than the ongoing
costs of administration of the Plan described herein). All the amounts shown
are estimates, except the registration fee.
Registration fee .................... $ 413.80
Fees and expenses of accountants..... 1,000.00
Fees and expenses of counsel......... 10,000.00
Blue Sky fees and expenses........... 2,000.00
Printing expenses.................... 2,000.00
Miscellaneous expenses............... 586.20
----------
TOTAL...................... $16,000.00
==========
Item 15. Indemnification of Directors and Officers
Reference is made to the disclosures under the heading "Indemnification of
Directors and Officers" in the Prospectus filed as part of this Registration
Statement.
Item 16. Exhibits
Reference is made to the Exhibit Index filed herewith.
Item 17. Undertakings
(a) 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 to
include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 bona fide 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
<PAGE> 21
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds 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 St. Louis, State of Missouri on the 18th day of May,
1994.
STIFEL FINANCIAL CORP.
By: /S/ MARK D. KNOTT
------------------------------------------------
Mark D. Knott
Secretary, Treasurer and Chief Financial Officer
Each of the undersigned directors of Stifel Financial Corp., hereby
severally constitutes Gregory F. Taylor and Mark D. Knott, and each of them
singly, his or her true and lawful attorney with full power to each of them
singly, to sign for him or her and in his or her name, the registration
statement on Form S-3 filed herewith and any and all amendments (including
post-effective amendments) to said registration statement, and generally to do
all such things in his or her name and behalf in his or her capacities as a
director to enable Stifel Financial Corp. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming his or her
signatures as they may be signed by said attorneys, or either of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature Title Date
---------- ----- ----
/S/ GEORGE H. WALKER III Chairman of the Board May 18, 1994
- ------------------------
George H. Walker III
/S/ GREGORY F. TAYLOR President, Chief Executive Officer May 18, 1994
- ------------------------ and Director
Gregory F. Taylor
/S/ MARK D. KNOTT Secretary, Treasurer, Chief Financial May 18, 1994
- ------------------------ Officer and Director (Principal
Mark D. Knott Financial and Accounting Officer)
/S/ BELLE A. CORI Director May 18, 1994
- ------------------------
Belle A. Cori
/S/ RICHARD F. FORD Director May 18, 1994
- ------------------------
Richard F. Ford
<PAGE> 23
Signature Title Date
---------- ----- ----
/S/ JOHN J. GOEBEL Director May 18, 1994
- ------------------------
John J. Goebel
/S/ ROBERT E. LEFTON Director May 18, 1994
- ------------------------
Robert E. Lefton
/S/ JAMES M. OATES Director May 18, 1994
- ------------------------
James M. Oates
/S/ DEWAYNE R. VONFELDT Director May 18, 1994
- ------------------------
DeWayne R. Von Feldt
<PAGE> 24
EXHIBIT INDEX
Stifel Financial Corp. ("Financial")
Registration Statement on Form S-3
as Filed May 18, 1994
Exhibit Sequential Page
Number Description Number/Reference
- -------- --------------------------------- ----------------------------------
4.(a)(1) Restated Certificate of Incorporated herein by reference
Incorporation of Financial filed to Exhibit 3.1 to Financial's
with the Secretary of State of Registration Statement on
Delaware on June 1, 1983. Form S-1, as amended (Registration
File No. 2-84232) filed
July 19, 1983.
4.(a)(2) Amendment to Restated Certificate Incorporated herein by reference
of Incorporation of Financial to Exhibit (3)(a)(2) to
filed with the Secretary of State Financial's Report on Form 10-K
of Delaware on May 11, 1987. for the fiscal year ended
July 31, 1987.
4.(a)(3) Certificate of Designation, Incorporated herein by reference
Preferences, and Rights of Series to Exhibit (3)(a)(3) to
A Junior Participating Preferred Financial's Report on Form 10-K
Stock of Financial filed with the for the fiscal year ended
Secretary of State of Delaware on July 31, 1987.
July 10, 1987.
4.(a)(4) Amendment to Restated Certificate Incorporated herein by reference
Incorporation of Financial filed to Exhibit (3)(a)(4) to
with the Secretary of State of Financial's Report on Form 10-K
Delaware on November 28, 1989. for the fiscal year ended
July 27, 1990
4.(b) Amended and Restated By-Laws of Incorporated herein by reference
Financial. to Exhibit 3(b)(1) to Financial's
Report on Form 10-K for the fiscal
year ended July 30, 1993.
5. Opinion of Bryan Cave. Filed herewith on pages 25 to 26.
23.1 Consent of Independent Filed herewith on page 27.
Accountants.
23.2 Consent of Bryan Cave
(contained in Exhibit 5).
24 Power of Attorney (contained on
signature page).
<PAGE> 1
EXHIBIT 5
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
Washington, D.C. Irvine, California
Los Angeles, California Santa Monica, California
New York, New York Overland Park, Kansas
Phoenix, Arizona London, England
Kansas City, Missouri Riyadh, Saudi Arabia
Frankfurt Am Main, Germany
May 16, 1994
Stifel Financial Corp.
500 North Broadway
St. Louis, MO 63102
Gentlemen:
We are acting as special counsel for Stifel Financial Corp., 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") under the Securities Act of 1933, as amended (the "Act"), with
respect to its proposed offering and sale of up to 150,000 shares of the
Company's Common Stock, par value $.15 per share (the "Shares"), pursuant to
the Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company, and originals or
copies certified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, proceedings of the Board of Directors and Executive
Committee of the Board of Directors of the Company and such other corporate
records, documents, certificates and instruments as we have deemed necessary or
appropriate in order to enable us to render the opinions expressed below. In
our examination of the foregoing, we have assumed the genuineness of all
signatures on all documents examined by us, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or photostated copies.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications and limitations stated herein, we are of the opinion that:
1. the Company is a corporation validly existing in good standing under
the laws of the State of Delaware; and
2. when,
(i) the Registration Statement, including any amendments thereto,
shall have become effective under the Act; and
(ii) Shares shall have been sold to participants in the Plan as
contemplated by the Registration Statement;
then such Shares will be legally issued, fully paid and non-assessable.
<PAGE> 2
Stifel Financial Corp.
May 16, 1994
Page 2
This opinion is not rendered with respect to any laws other than the
General Corporation Law of the State of Delaware and the Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name under the caption "Legal
Opinion" in the prospectus filed as a part thereof. We also consent to your
filing copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in complying with the laws of
such states regarding the offering and sale of the Shares. In giving this
consent, we do not hereby admit that we are in a category of persons whose
consent is required under Section 7(a) of the Act or the rules and regulations
of the Securities and Exchange Commission thereunder.
John J. Goebel, a member of our firm, serves as a Director of the Company.
Very truly yours,
/S/ BRYAN CAVE
EXHIBIT 23.1
Stifel Financial Corp.
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement on
Form S-3 of our reports dated February 18, 1994 and September 23, 1993 on our
audits of the consolidated financial statements and financial statement
schedules of Stifel Financial Corp. and Subsidiaries as of December 31, 1993,
July 30, 1993 and July 31, 1992 and for the five months ended December 31, 1993
and the years ended July 30, 1993, July 31, 1992, and July 26, 1991. We also
consent to the reference to our firm under the caption "Experts."
/S/ COOPERS & LYBRAND
St. Louis, Missouri
May 18, 1994
