SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 31, 1997
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>
STIFEL FINANCIAL CORP.
FORM 8-K
Dated December 31, 1997
Item 5. Other Event
Stifel Financial Corp. (the "Registrant") announced that
members of AEGON USA, Inc. Insurance Group ("AEGON") sold
1,150,000 shares of the Registrant's common stock. AEGON had
acquired 1,417,707 shares of the Registrant's shares in September
and October, 1997, by conversion of $10,000,000 senior
convertible notes. AEGON informed the Registrant that, due to
its policy based preference for fixed-income investments, they
would not likely be a long-term holder of the stock. After the
sale, AEGON owns less than 5 percent of the Registrant's
outstanding common stock.
The Western and Southern Life Insurance Company ("Western &
Southern") has purchased 925,000 shares of the Registrant's
outstanding common stock, representing a 14.9 percent interest in
the Registrant, from AEGON. Western & Southern, located in
Cincinnati, Ohio, is part of the Western-Southern Enterprise
which consists of four insurance companies, an investment
products concern, a financial services organization, an
investment advisory firm and a real estate asset management
company. Western-Southern Enterprise has assets in excess of $12
billion and life insurance in force of approximately $54 billion.
Western & Southern is a 109 year old life insurance company,
licensed in 44 states, that is rated AAA (highest) for claims
paying ability by Standard & Poor's and Duff & Phelps and A++
(superior) by A. M. Best. Western & Southern respects the
registrant's desire to remain an independent company.
In addition, Stifel, Nicolaus Stock Ownership Plan and Trust
has purchased 225,000 shares from AEGON. The Registrant's Board
of Directors approved a 15 year loan to finance the purchase of
these shares.
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 99: Press Release
<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: January 6, 1998 By: /s/ Stephen J. Bushmann
Name: Stephen J. Bushmann
Title: Chief Financial Officer
Exhibit 99
STIFEL FINANCIAL CORP.
Form 8-K dated December 31, 1997
[Stifel Financial Corp. logo] Stifel Financial News
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For further information contact:
Ronald J. Kruszewski, President and Chief Executive Officer
(314) 342-2155
For Immediate Release
St. Louis, Missouri, December 31, 1997 - Stifel Financial Corp.
(NYSE: SF) announced that Western & Southern Life Insurance
Company has purchased 925,000 shares of its outstanding common
stock, representing a 14.9 percent interest in the company,
according to George H. Walker III, chairman, Stifel Financial
Corp.
The purchase was made from AEGON Insurance Group which had
acquired approximately 1,417,707 shares of Stifel's common stock
in September and October, 1997, by conversion of a $10 million
senior convertible note which became due in installments
beginning in September, 1997.
In addition, Stifel's Employee Stock Ownership Plan has purchased
225,000 shares from AEGON. As a result of these transactions,
AEGON owns less than 5 percent of Stifel's outstanding common
stock.
Ronald J. Kruszewski, president and chief executive officer of
Stifel, stated, "We are delighted that Western & Southern has
shown confidence in Stifel with its purchase of a significant
position in our common stock and are pleased they respect our
desire to remain an independent company."
Western & Southern Life Insurance Company, located in Cincinnati,
Ohio, is part of the Western-Southern Enterprise which consists
of four insurance companies, an investment products concern, a
financial services organization, an investment advisory firm and
a real estate asset management company. Western-Southern
Enterprise has assets in excess of $12 billion and life insurance
in force of approximately, $54 billion. Western & Southern Life
is a 109 year old life insurance company, licensed in 44 states.
that is rated AAA (highest) for claims paying ability by Standard
& Poor's and Duff & Phelps and A++ (superior) by A. M. Best.
Stifel Financial Corp. is a financial services holding company
whose subsidiaries are engaged in general securities brokerage,
investment banking and money management. It has locations in 14
states, primarily in the Midwest.
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