<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 25, 1995
STIFEL FINANCIAL CORP.
(Exact Name of Registrant as specified in its Charter)
Delaware 1-9305 43-1273600
(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
500 North Broadway
St. Louis, Missouri 63102-2188
(Address of principal executive offices, including zip code)
(314) 342-2000
(Registrant's telephone number, including area code)
<PAGE> 2
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
On May 25, 1995 (the "Closing Date"), Stifel, Nicolaus &
Company, Incorporated ("Stifel"), a Missouri corporation and a
wholly-owned subsidiary of Stifel Financial Corp. (The
"Company"), sold the assets of its Oklahoma division (including
three Texas offices) to Capital West Financial Corporation, an
Oklahoma corporation ("CWFC"), pursuant to an Amended and
Restated Asset Purchase Agreement, dated May 25, 1995 (the
"Purchase Agreement"), by and among Stifel, CWFC and Capital West
Securities, Inc., an Oklahoma Corporation ("CWSI") and a wholly-
owned subsidiary of CWFC.
The following unaudited pro-forma statement of operations
for the year ended December 31, 1994 and for the three months
ended March 31, 1995 give effect to the sale as though it were
effective January 1, 1994 and January 1, 1995, respectively. The
sale was not material to the Statement of Financial Condition and
therefore that statement is not presented.
<PAGE> 3
Item 7. (b) Pro Forma Financial Information (continued).
<TABLE>
Stifel Financial Corp.
Consolidated Statements of Operations
Year Ended December 31, 1994
<CAPTION>
Consolidated Pro forma Pro forma
Historical Adjustments <F1> Amounts
Amounts (Unaudited) (Unaudited)
------------ ------------- ------------
<S> <C> <C> <C>
Revenues
Commissions $ 25,406,557 $ (3,135,910) $ 22,270,647
Principal transactions 22,566,399 (3,874,817) 18,691,582
Investment banking 11,969,391 (2,094,795) 9,874,596
Interest 10,917,724 (837,070) 10,080,654
Sale of investment company shares 9,674,125 (1,934,479) 7,739,646
Sale of insurance 2,207,200 (223,954) 1,983,246
Sale of unit investment trust 2,735,801 (359,902) 2,375,899
Other 8,448,279 746,131 9,194,410
------------ ----------- ------------
Total Revenues 93,925,476 (11,714,796) 82,210,680
Expenses
Employee compensation & benefits 61,526,629 (8,114,168) 53,412,461
Commission & floor brokerage 2,119,792 (287,559) 1,832,233
Communication & office supplies 8,045,295 (1,216,056) 6,829,239
Occupancy & equipment rental 10,796,796 (1,403,478) 9,393,318
Promotional 2,867,618 (427,255) 2,440,363
Interest 6,138,303 (941,470) 5,196,833
Other operating expenses 11,652,579 (1,884,887) 9,767,692
------------ ------------ ------------
Total Expenses 103,147,012 (14,274,873) 88,872,139
------------ ------------ ------------
Pre-tax (Loss) Income (9,221,536) 2,560,077 (6,661,459)
(Benefit) provision for income taxes (3,718,201) 997,150 (2,721,051)
------------ ------------ ------------
Net (Loss) Income $ (5,503,335) $ 1,562,927 $ (3,940,408)
============ ============ ============
Net loss per share
Primary $ (1.29) $ (0.93)
Fully diluted $ (1.29) $ (0.93)
Average common equivalent shares
outstanding:
Primary 4,253,338 4,253,338
Fully diluted 5,539,396 5,539,396
_______________________________
<FN>
<F1> See Notes To Consolidated Statements of Operations.
</TABLE>
<PAGE> 4
Item 7. (b) Pro Forma Financial Information (continued).
<TABLE>
Stifel Financial Corp.
Consolidated Statements of Operations
Three Months Ended March 31, 1995
(Unaudited)
<CAPTION>
Consolidated
Historical Pro forma Pro forma
Amounts Adjustment <F2> Amounts
------------ ------------- ------------
<S> <C> <C> <C>
Revenues
Commissions $ 6,852,654 $ (858,783) $ 5,993,871
Principal transactions 5,331,299 (763,520) 4,567,779
Investment banking 744,840 (105,066) 639,774
Interest 3,197,690 (34,061) 3,163,629
Sale of investment company shares 2,062,669 (394,247) 1,668,422
Sale of insurance 545,717 (21,153) 524,564
Sale of unit investment trust 426,399 (84,331) 342,068
Other 2,833,268 155,940 2,989,208
------------ ------------- ------------
Total Revenues 21,994,536 (2,105,221) 19,889,315
Expenses
Employee compensation & benefits 13,515,637 (1,520,671) 11,994,966
Commission & floor brokerage 574,037 (61,575) 512,462
Communication & office supplies 2,155,239 (282,872) 1,872,367
Occupancy & equipment rental 1,970,568 (227,291) 1,743,277
Promotional 523,537 (44,633) 478,904
Interest 2,087,295 (54,156) 2,033,139
Other operating expenses 1,049,582 (112,120) 937,462
------------ ------------- ------------
Total Expenses 21,875,895 (2,303,318) 19,572,577
------------ ------------- ------------
Pre-tax Income 118,641 198,097 316,738
Provision for income taxes 50,196 79,239 129,435
------------ ------------- ------------
Net Income $ 68,445 $ 118,858 $ 187,303
============ ============= ============
Net income per share
Primary $ 0.02 $ 0.04
Fully diluted $ 0.02 $ 0.04
Average common equivalent shares
outstanding:
Primary 4,228,348 4,228,348
Fully diluted 5,514,406 5,514,406
_______________________________
<FN>
<F2> See Notes To Consolidated Statements of Operations.
</TABLE>
<PAGE> 5
Item 7. (b) Pro Forma Financial Information (continued).
NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
Note A - Pro Forma Adjustments
Pro forma adjustments represent the reduction of revenues
and expenses that were produced by the offices sold to CWFC and
the estimated effect of Stifel's ongoing service vendor
relationship with CWFC. Other revenues for the year ended
December 31, 1994 and three months ended March 31, 1995 are net
of $797,280 and $163,442, respectively, which represent estimated
clearing revenues that would have been earned from CWFC as a
result of an agreement to provide service as CWFC's fully
disclosed clearing firm.
(c) Exhibits.
Exhibit 2(a): Amended and Restated Purchase Agreement,
dated May 25, 1995, by and among Stifel, Nicolaus &
Company, Incorporated, Capital West Financial Corporation
and Capital West Securities, Inc., a wholly-owned
subsidiary of Capital West Financial Corporation.
Incorporated herein by reference to Exhibit 2(a) to Stifel
Financial Corp.'s Report on Form 8-K filed June 9, 1995.
Exhibit 99(a): Press Release dated May 25, 1995 announcing
the sale of assets of the Oklahoma division and three Texas
offices of Stifel, Nicolaus & Company, Incorporated to
Capital West Financial Corporation, an Oklahoma
corporation. Incorporated herein by reference to Exhibit
99(a) to Stifel Financial Corp.'s Report on Form 8-K filed
June 9, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
STIFEL FINANCIAL CORP.
Date: July 3, 1995 By: /s/ Mark D. Knott
Name: Mark D. Knott
Title: Secretary, Treasurer and Chief
Financial Officer
