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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number 1-9305
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN
STIFEL FINANCIAL CORP.
One Financial Plaza
501 N. Broadway
St. Louis, Missouri 63102-2188
Issuer's telephone number, including area code 314-342-2000
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Stifel, Nicolaus Profit Sharing 401(k) Plan Financial Statements as
of |
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STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN
TABLE OF CONTENTS
Independent Auditors' Report
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998
AND FOR THE YEAR ENDED DECEMBER 31, 1999:
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999:
Item 27a - Schedule of Assets Held for Investment Purposes
The following schedules required by the Department of Labor Regulations are omitted because of the absence of conditions under which they are required:
Item 27b - Schedule of Loans in Default
Item 27c - Schedule of Leases in Default
Item 27d - Schedule of Reportable Transactions
Item 27e - Schedule of Nonexempt Transactions
SIGNATURES
The Plan, Pursuant to the requirements of Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Stifel, Nicolaus Profit Sharing 401(K) Plan (Name of Plan)
Date: June 28, 2000
By/s/ Bernard N.
Burkemper
Bernard N. Burkemper
(Controller/Review Committee)
[Deloitte & Touche letterhead]
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee and
Trustees of
Stifel, Nicolaus Profit Sharing 401(k) Plan
St. Louis, Missouri:
We have audited the accompanying statements of net assets available for benefits of Stifel, Nicolaus Profit Sharing 401(k) Plan (the "Plan") as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 1999 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 2, 2000
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN |
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS |
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YEARS ENDED DECEMBER 31, 1999 AND 1998 |
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1999 |
1998 |
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ASSETS: |
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Cash |
$ 4,043 |
$ 4,043 |
Investments, at fair value |
46,643,093 |
37,056,871 |
Employee loans receivable |
684,273 |
596,783 |
Accrued interest on employee loans |
1,518 |
1,121 |
Employer's contribution receivable |
828 |
1,052 |
Participants' contribution receivable |
32,108 |
32,250 |
47,365,863 |
37,692,120 |
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LIABILITIES - Excess contributions refundable |
- |
4,755 |
NET ASSETS AVAILABLE FOR BENEFITS |
$ 47,365,863 |
$ 37,687,365 |
See notes to financial statements. |
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN |
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS |
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YEAR ENDED DECEMBER 31, 1999 |
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ADDITIONS TO NET ASSETS: |
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Net appreciation in fair value of investments |
$ 8,863,952 |
Interest and dividend income |
392,882 |
Employer's contributions |
175,067 |
Participants' contributions |
3,486,358 |
Other |
2,538 |
Total additions |
12,920,797 |
DEDUCTIONS: |
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Benefits paid to participants |
(3,186,463) |
Other |
(55,836) |
Total deductions |
(3,242,299) |
Net increase |
9,678,498 |
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR |
37,687,365 |
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR |
$ 47,365,863 |
See notes to financial statements. |
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF THE PLAN
The following description of the Stifel, Nicolaus Profit Sharing 401(k) Plan (the "Plan") (formerly the Stifel, Nicolaus Profit Sharing Fund) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan covering all employees of Stifel, Nicolaus & Company, Incorporated (the "Company") and affiliates who meet the eligibility provisions of the Plan. CG Trust Company serves as the Plan trustee and custodian. CIGNA Retirement & Investment Services ("CIGNA") serves as the Plan administrator. The Plan meets the requirements of a 401(k) plan under the Internal Revenue Code of 1954, as amended. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions - Employees are eligible to contribute up to 15% of their eligible compensation in increments of 1%.
Eligible Participants - Employees are eligible to participate in the Plan as of the first day of the calendar month following the later of the date of attainment of age 21, or the date six months after the date of employment.
Loans to Participants - The Plan has a provision to make loans to participants of the Plan whereby the Trustees shall determine whether a participant qualifies for such loan. The loans are limited to the lesser of $50,000 or 50% of the vested portion of the participant's accounts under the Plan. The repayment period shall not exceed five years, unless such loan is used to acquire a dwelling unit which will be used as the principal residence of the participant, in which case the repayment period shall not exceed ten years, and interest is charged at prime rate plus one percent. The borrowing participants are charged an initial processing fee and a monthly service charge for each month the loan is outstanding.
Investment Options - Upon enrollment in the Plan, a participant may direct contributions in 1% increments in any of the following investment options:
The investment options as of December 31, 1999 are as follows:
Investment options added during the period January 1, 1998 through December 31, 1999 are as follows:
Investment options disposed of during the period January 1, 1998 through December 31, 1999 are as follows:
For more information regarding the Plan's investment alternatives and fund performance, participants should refer to the Plan agreement and published information provided by such funds.
Participant Accounts - Participants are given the options to change their deferral percentages, change investment elections for future contributions and may transfer any existing balances among the offered funds at any time.
Vesting - The vesting period for Company contributions is based on a four year cliff vesting schedule. Participants are fully vested in their individual contributions at all times.
Company Contributions - The Plan includes a matching contribution by the Company which is determined at the beginning of each plan year by the Board of Directors of the Company. The matching contribution for the plan year is 50% of the first $500 contributed by the participant.
In addition, each year the Company may make a discretionary contribution based on profitability. Discretionary contributions are allocated to the participants employed on the last day of the Plan year using a combination of two methods: on a per capita basis and on the basis of participants' contributions.
Payment of Benefits - Retiring participants, participants leaving the employment of the Company due to disabling illness or injury, and participants whose employment is terminated prior to retirement, disability, or death will receive the vested balance in their individual account in a lump sum, net of any outstanding loan balance. Upon death, a participant's account is paid in a lump sum to the designated beneficiary.
Forfeited Plan Assets - If a participant forfeits any unvested balances in their account, these Plan assets are reallocated, on the last day of the Plan year, first to restore forfeited Plan accounts of former participants who are reemployed and become a participant again prior to incurring five consecutive one-year breaks-in-service then to active participants in equal amounts.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared on an accrual basis.
Investment Valuation - All investments are stated at fair value based upon quoted market prices.
Other - The Plan presents in the statement of changes in net assets, the net appreciation/(depreciation) in the fair value of its investments, which consist of the realized gains or losses and the unrealized appreciation/(depreciation) on those investments.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
Excess Contribution Payable - At December 31, 1998, a payable of $4,755 was recorded for amounts refundable by the Plan to participants for contributions made in excess of amounts allowed by the Internal Revenue Service. There was no liability at December 31, 1999.
Reclassifications - The Plan has adopted Statement of Position 99-3, Accounting and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters. As a result, the reclassification of the prior year financial statements has been made to eliminate the by- fund disclosures. In addition, certain prior year balances have been reclassified to conform with current year presentation.
3. RIGHT TO TERMINATE THE PLAN
Although the Company has not expressed any intent to do so, the Company has the right to terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, all participants become 100% vested in their accounts and the assets are distributed to the participants on the basis of the value of each participant's account as of the date of termination.
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by the Plan administrator. Stifel Financial Corp., the Parent Company, common stock is also an investment option. The Company pays all administrative expenses related to the Plan.
5. INVESTMENTS
The fair value of individual investments that represent five percent or more of the Plan's net assets available for plan benefits are as follows:
1999 |
1998 |
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Neuberger & Berman Guardian Trust Fund |
$ - |
$ 6,922,448 |
AIM Value Fund |
11,366,688 |
7,290,199 |
Templeton Foreign Fund |
3,843,032 |
2,915,269 |
CIGNA Direct Fund |
4,223,007 |
3,013,498 |
CIGNA Guaranteed Income Fund |
5,640,197 |
5,882,071 |
CIGNA Charter Large Company Stock - Growth |
6,373,119 |
4,173,135 |
CIGNA Charter Small Company Stock - Growth |
5,869,911 |
3,289,010 |
Lazard Equity Fund |
5,355,857 |
- |
During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $8,863,952 as follows:
Net Appreciation in Fair Value |
1999 |
Mutual funds |
$ 8,176,252 |
Common stock |
263 |
Self-directed fund |
687,437 |
$ 8,863,952 |
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6. INCOME TAX STATUS
The Internal Revenue Service has ruled, as of the most recent determination letter dated August 15, 1995, that the Plan qualifies under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax laws. The Plan has been amended since receiving the determination letter. However, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.
* * * * *
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN |
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ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES |
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DECEMBER 31, 1999 |
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(a) |
(b) |
(c) |
(d) |
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Description of Investment |
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Including Maturity Date, |
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Identity of Issue, Borrower, |
Rate of Interest, Collateral, |
Fair |
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Lessor or Similar Party |
Par or Maturity Value |
Value |
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* |
CIGNA Charter Actively Managed Fixed |
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Income Fund |
Mutual Fund (6,954 shares) |
$ 885,860 |
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* |
CIGNA Lifetime 60 Fund |
Mutual Fund (267 shares) |
4,739 |
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* |
CIGNA Lifetime 50 Fund |
Mutual Fund (14,723 shares) |
303,979 |
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* |
CIGNA Lifetime 40 Fund |
Mutual Fund (3,749 shares) |
82,794 |
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* |
CIGNA Lifetime 30 Fund |
Mutual Fund (2,662 shares) |
61,171 |
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* |
CIGNA Lifetime 20 Fund |
Mutual Fund (2,775 shares) |
66,553 |
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* |
CIGNA Charter Large Co. Stock Index Fund |
Mutual Fund (17,661 shares) |
1,390,970 |
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AIM Value Fund |
Mutual Fund (173,129 shares) |
11,366,688 |
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Templeton Foreign Fund |
Mutual Fund (251,242 shares) |
3,843,032 |
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* |
Stifel Financial Corp. Stock |
Common Stock (35,861 shares) |
354,130 |
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* |
CIGNA Direct Fund |
Self-directed |
4,223,007 |
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* |
CIGNA Charter Guaranteed Income Fund |
Mutual Fund (190,144 shares) |
5,640,197 |
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* |
CIGNA Charter Large Company Stock- Growth |
Mutual Fund (358,894 shares) |
6,373,119 |
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* |
CIGNA Charter Small Company Stock- Growth |
Mutual Fund (332,633 shares) |
5,869,911 |
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Invesco Dynamics Fund |
Mutual Fund (14,713 shares) |
551,022 |
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Lazard Equity Fund |
Mutual Fund (185,018 shares) |
5,355,857 |
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* |
CIGNA Charter Small Company Stock - |
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Value I Fund |
Mutual Fund (23,858 shares) |
270,064 |
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46,643,093 |
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Promissory notes, interest rates |
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Employee loans receivable |
from 8.75% to 10.0%; maturity |
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dates through May, 2009 |
684,273 |
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Total |
$ 47,327,366 |
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* Represents party-in-interest transactions. |
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