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): October 29, 1996
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>
Item 4. Changes In Registrant's Certifying Accountants
The Board of Directors of Stifel Financial Corp. (the
"Registrant"), upon the recommendation of its Audit Committee,
determined to replace Coopers & Lybrand L.L.P. ("Coopers") as the
Registrant's independent auditors for the year ended December 31,
1996. Coopers confirmed that its client-auditor relationship
with Registrant ceased on October 29, 1996. The Coopers audit
reports on the consolidated financial statements of the
Registrant as of and for the two years ended December 31, 1995,
did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
In connection with its audit of the Registrant's financial
statements as of December 31, 1995 and for the year then ended,
Coopers recommended that Registrant record certain adjustments
which had the effect of changing previously reported unaudited
results of operations for the year ending 1995. Registrant
engaged in numerous discussions with Coopers regarding the basis
of and rationale for the adjustments. Following these
discussions the Registrant agreed with the recommendations of
Coopers and recorded the recommended adjustments. These
adjustments included the write-down of fixed assets, employee
compensation and benefits and the valuation of investments.
After giving effect to all adjustments recommended by Coopers,
previously reported unaudited net income was reduced by $222,000
for the year ended December 31, 1995.
The details concerning these adjustments and their impact on
Registrant's financial statements were previously reported to the
Securities and Exchange Commission. The 1995 quarterly results,
as adjusted, are presented in Registrant's Annual Report to
Stockholders for the year ended December 31, 1995, ("Registrant's
1995 Annual Report") which was incorporated by reference in
Registrant's Form 10-K for the year ended December 31, 1995.
Registrant's 1995 Annual Report is attached as an exhibit to this
report and incorporated herein by reference. Coopers discussed
the subject matter of the adjustments with Registrant's Audit
Committee on April 22, 1996. In connection with that discussion,
Coopers reported to Registrant's Audit Committee in writing on
April 22, 1996, that in connection with the audit of the
financial statements for the year ended December 31, 1995, "there
were no disagreements with [Coopers] by management regarding
audited financial statements or other accounting matters."
Coopers has advised Registrant, in connection with this
filing, that the adjustments described above, which were made by
the Registrant at the recommendation of Coopers, constitute
disagreements between personnel of Registrant responsible for the
presentation of its financial statements and personnel of Coopers
responsible for rendering its report on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the
satisfaction of Coopers, would have caused it to make reference
to the subject matter thereof in connection with its report.
Registrant has authorized Coopers to respond fully to the
inquiries of the successor independent auditor concerning the
subject matter of each of the adjustments. During the two years
ended December 31, 1995, and through October 29, 1996, the
independent auditor expected to be retained to replace Coopers
has not been engaged by Registrant for any auditing work or
consulting on any matter.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit 13: Certain portions of the Annual Report to
Shareholders for the year ended December 31, 1995
incorporated herein by reference to Exhibit 13 to
the Registrant's Report on Form 10-K for the year
ended December 31, 1995.
Exhibit 16.1: Letter from Coopers & Lybrand L.L.P. to the
Registrant to confirm that the client-auditor
relationship has ceased, filed herewith.
Exhibit 16.2: Letter from Coopers & Lybrand L.L.P. to the
Securities and Exchange Commission stating that
they have reviewed Item 4 in the Form 8-K, filed
herewith.
<PAGE>
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: November 1, 1996 By: /s/ Stephen J. Bushmann
Name: Stephen J. Bushmann
Title: Chief Financial Officer
Exhibit 16.1
[Coopers & Lybrand L.L.P. letterhead]
October 29, 1996
Mr. Stephen J. Bushmann
Chief Financial Officer
Stifel Financial Corp.
500 N. Broadway
St. Louis, Missouri 63102-2188
Dear Mr. Stephen J. Bushmann:
This is to confirm that that the client-auditor relationship
between Stifel Financial Corp. (Commission File Number #1-9305)
and Coopers & Lybrand L.L.P. has ceased.
Sincerely,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
St. Louis, Missouri
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
VIA FACSIMILE 202-504-2724
with original to follow via mail
Exhibit 16.2
[Coopers & Lybrand L.L.P. letterhead]
November 4, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Gentlemen:
We have read the statements made by Stifel Financial Corp.
(Registrant) (copy attached), which we understand were filed with
the Commission pursuant to Item 4 of Form 8-K, as part of the
Registrant's Form 8-K report dated November 1, 1996. In addition
to the information reported in such Form 8-K, with which we
agree, we have additional commentary as follows:
The disagreements referred to in the Registrant's Form 8-K
involved the application of accounting principles related to the
carrying value of fixed assets acquired in connection with an
equipment lease termination and buyout transaction, re-
establishment of an asset related to employee bonus notes
receivable which had been previously fully amortized on an
accelerated basis and write-up of the carrying value of an
investment in a non readily marketable security. The Coopers &
Lybrand L.L.P. engagement partner had a difference of opinion
with the Registrant's former Chief Financial Officer related to
the accounting principles applied to each of the three issues
presented above.
As a result of certain assertions made by the Registrant's former
Chief Financial Officer to justify his position with regard to
the difference of opinion referred to above, the engagement
partner informed the Registrant's Chief Executive Officer that
Coopers & Lybrand L.L.P. could no longer rely on the
representations of the Registrant's former Chief Financial
Officer. In our opinion these circumstances constitute an "event"
that should be reported. Senior Management of the Registrant took
immediate remedial action such that Coopers & Lybrand L.L.P.
could complete the audit of the Registrant's 1995 financial
statements.
At the conclusion of the audit, Senior Management of the
Registrant agreed to record the adjustments which had been the
subject of the disagreements. The adjustments resulted in a
charge to the first quarter 1995 results of operations of
approximately $160,000, net of tax, and a charge to the fourth
quarter 1995 results of operations of approximately $80,000, net
of tax. The impact of the adjustments related to the
disagreements and all other adjustments recorded as a result of
the audit, which together resulted in the restatement of each of
the previously filed 1995 quarterly reports on Form 10-Q of the
Registrant, have been disclosed in the "Quarterly Results"
section of the Registrant's 1995 annual audited financial
statements. The adjustments related to the disagreements were
discussed with members of the Registrant's Audit Committee on
April 22, 1996, where the Coopers & Lybrand L.L.P. engagement
partner informed the Committee that all matters had been resolved
to his satisfaction and that there were no ongoing disagreements
with the Registrant's management.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand
International, a limited liability association incorporated in
Switzerland
