UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from....................to.....................
Commission file number 0-15105
A. Full title of the plan: Scott & Stringfellow Financial, Inc. 1992 Employee
Stock Purchase Plan
B. Name of the issuer of the securities held pursuant to the Plan and the
address of its principal executive offices: Scott & Stringfellow Financial, Inc.
909 East Main Street Richmond, Virginia 23219
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SCOTT & STRINGFELLOW FINANCIAL, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN
INDEX
Page Number
FINANCIAL STATEMENTS
Report of Independent Auditors 3
Statements of Financial Condition -
December 31, 1994 and December 31, 1993 4
Statements of Income and Changes in Plan Equity
Years ended December 31, 1994 and December 31, 1993 5
Notes to Financial Statements 6
Signatures 9
Consent of Independent Auditors 10
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Independent Auditors' Report
Administrative Committee
Scott & Stringfellow Financial, Inc.
1992 Employee Stock Purchase Plan:
We have audited the accompanying statements of financial condition of the
Scott & Stringfellow Financial, Inc. 1992 Employee Stock Purchase Plan as of
December 31, 1994 and 1993, and the related statements of income and changes
in plan equity for the years then ended. 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 generally accepted auditing
standards. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of the Scott & Stringfellow
Financial, Inc. 1992 Employee Stock Purchase Plan as of December 31, 1994 and
1993, and the results of its operations and changes in plan equity for the
years then ended in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Richmond, Virginia
March 3, 1995
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SCOTT & STRINGFELLOW FINANCIAL, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 1994 and 1993
1994 1993
ASSETS
Investment - 80,803 shares in 1994 and 37,494
shares in 1993 of Scott & Stringfellow
Financial, Inc. common stock, at market
value (cost of $830,010 and $468,599, in
1994 and 1993, respectively)(note 7) $ 888,833 $ 534,290
Cash in trust 103,671 110,467
Accrued dividends and interest 7,339 3,359
Receivable from Scott & Stringfellow
Financial, Inc. (note 3) 3,491 -
Total assets $ 1,003,334 $ 648,116
LIABILITIES AND PLAN EQUITY
Due to Scott & Stringfellow
Financial, Inc. (Note 3) $ 83,876 $ 110,463
Due to participants - 5,192
Total liabilities 83,876 115,655
Plan equity 919,458 532,461
Total liabilities and plan equity $ 1,003,334 $ 648,116
See accompanying notes to financial statements.
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SCOTT & STRINGFELLOW FINANCIAL, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN
Statements of Income and Changes in Plan Equity
Years ended December 31, 1994 and 1993
1994 1993
Investment income:
Dividend income on Scott & Stringfellow
Financial, Inc. common stock $ 25,879 $ 15,802
Interest 1,698 1,394
Unrealized appreciation (depreciation) in
fair value of investment (note 4) -6,868 65,690
Realized gains on sales and distributions
of investments in Scott & Stringfellow
Financial Inc. common stock (note 5) 14,004 170
Total investment income 34,713 83,056
Participant contributions 426,426 455,805
Participant withdrawals -74,142 -6,400
Net increase in plan equity 386,997 532,461
Plan equity - beginning of year 532,461 _
Plan equity - end of year $ 919,458 $ 532,461
See accompanying notes to financial statements.
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SCOTT & STRINGFELLOW FINANCIAL, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the Scott &
Stringfellow Financial, Inc. 1992 Employee Stock Purchase Plan (the Plan).
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of
accounting. Accordingly, interest and dividend income are recognized as earned;
Plan contributions and withdrawals are recognized when incurred; and realized
gains or losses on sales and distributions of investments and unrealized
appreciation or depreciation of investments are recognized as they occur.
(b) Investments
Marketable investments, including the Plan's investment asset, common stock of
Scott & Stringfellow Financial, Inc., are stated at estimated fair value as
determined by the Plan's Trustee (generally based upon quoted market prices).
Purchases and sales of investments are recorded as of trade date. The cost of
investments sold in each Participant's account is based on the first-in,
first-out method.
(c) Federal Income Taxes
The Plan is intended to qualify as an employee stock purchase plan under section
423 of the Internal Revenue Code of 1986, as amended (Section 423). Neither the
Plan nor its participants will incur federal income tax as a result of
purchasing Scott & Stringfellow Financial, Inc. common stock under the Plan at
not less than 85% of fair market value. Interest and dividend income of the Plan
allocated to the Participants are taxed directly to the Participants.
Participants disposing of the common stock acquired under the Plan will
recognize capital gain or loss and may also have ordinary income under the
circumstances specified by Section 423.
(d) Reclassifications
Certain reclassifications of 1993 amounts have been made to conform with 1994
presentations.
(2) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Plan document for more complete
information.
(a) General
The Plan, which became effective on January 1, 1993, covers all full time and
some qualified part-time employees ("Participants") of Scott & Stringfellow
Financial, Inc. (the "Company") and its subsidiaries. The Company believes that
the Plan is not presently subject to the provisions of the Employee Retirement
Income Security Act of 1974. The Plan is administered by a committee appointed
by the Board of Directors of Scott & Stringfellow Financial, Inc.
("Administrative Committee"). The trustee of the Plan is Mellon Bank, N.A.
("Trustee"). The Trustee may acquire shares of Company stock from the Company
or, if directed by the Administrative Committee, by purchases on the open
market. The Company has reserved 144,000 shares of its common stock for
issuance and purchase by employees under the Plan.
(b) Contributions
Participants may contribute a minimum of $75 per calendar quarter and a maximum
of 15% of quarterly base compensation, subject to the annual purchase limitation
of section 423. During 1994, this limitation was $21,250. All Particiapant
contributions, including reinvestment of dividend and interest income, are
invested in the common stock of Scott & Stringfellow Financial, Inc. at 85% of
the fair market value, as defined, of the shares on each investment date, which
is the last business day of each calendar quarter on which shares of the common
stock are traded over-the-counter. Company contributions are made to the plan
equal to the difference between participant contributions and the purchase price
of Scott & Stringfellow Financial, Inc. common stock when shares are purchased
in the open market. There were no Company contributions in 1994 and 1993.
(c) Participant Accounts
Each participant's account ("Account") is credited with an allocation of shares
purchased with the Participant's and Company's contributions and reinvested
dividend and interest income allocable to the shares maintained in the
Participant's Account. Participants are immediately 100% vested in their
Account. As of December 31, 1994 there were 165 employees participating in the
plan.
(d) Withdrawals and Sales
Participants may withdraw from the Plan at any time and may direct the Trustee
to either sell or withdraw the shares held in their Account. Participants may
make partial withdrawals once per calendar year. Proceeds of shares sold, less
expenses of the sale and any required income tax withholding, are remitted to
the withdrawing Participant.
(e) Plan Termination
The Plan shall terminate when there are no remaining shares of the Company's
common stock reserved for the Plan or at any time at the discretion of the
Company's Board of Directors.
(3) RECEIVABLE FROM AND DUE TO SCOTT & STRINGFELLOW FINANCIAL, INC.
The amount receivable from Scott & Stringfellow Financial, Inc. at December 31,
1994 totaling $3,491 represents amounts due as a result of sales of shares of
Scott & Stringfellow Financial, Inc. common stock by plan participants.
The amount due to Scott & Stringfellow Financial, Inc. at December 31, 1994 and
1993 totaling $83,876 and $110,463 represent amounts due for the purchase of
8,675 and 8,811 shares of Scott & Stringfellow Financial, Inc. common stock at
an average cost of $9.67 and $12.54 per share, respectively.
(4) UNREALIZED APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
During 1994 and 1993, the Plan's investment in Scott & Stringfellow Financial,
Inc. common stock appreciated (depreciated) as follows:
1994 1993
Unrealized appreciation, end of year $ 58,822 $ 65,690
Unrealized appreciation, beginning of year 65,690 -
Increase (decrease) in unrealized appreciation $ -6,868 $ 65,690
Unrealized appreciation includes the increase in value to Participants as a
result of the purchase of shares at 85% of fair market value.
(5) REALIZED GAINS
The aggregate cost and proceeds/market value relating to realized gains on Scott
& Stringfellow Financial, Inc. common stock was as follows:
Proceeds/market
value at date of Realized
distribution Cost gains
Year ended December 31, 1994:
Sale of common stock $ 73,144 $ 62,182 $ 10,962
Distribution of common stock to
participants 29,297 26,255 3,042
Total $ 102,441 88,437 14,004
Year ended December 31, 1993:
Distribution of common stock to
participants $ 1,209 1,039 170
(6) ADMINISTRATIVE EXPENSES
Under the Plan, expenses incurred in the purchase of shares and the expenses of
the Trustee are payable by the Company. Expenses incurred in the sale of shares
for a withdrawing participant are netted from the proceeds of such sale. All
other administrative expenses of the Plan are the responsibility of the Plan.
However in 1994 and 1993, the Company elected to pay for all administrative
expenses of the Plan.
(7) STOCK DIVIDEND
During 1994, the Plan received 10,205 shares of Scott & Stringfellow Financial,
Inc. common stock as a result of a 6:5 stock split effected in the form of a 20%
stock dividend declared by the Company. The stock dividend was declared on May
18, 1994 and distributed on August 26, 1994 to shareholders of record on August
5, 1994. Accordingly, the stock dividend was accounted for on the record date
of August 5, 1994 similar to a stock split and therefore had no effect on the
total market value of Scott & Stringfellow Financial, Inc. common stock held by
the Plan on that date.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Plan Committee have duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
SCOTT & STRINGFELLOW FINANCIAL, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ David Plageman
----------------------------
David Plageman
Chairman of the Plan Administration Committee
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Consent of Independent Auditors
Administrative Committee
Scott & Stringfellow Financial, Inc.
1992 Employee Stock Purchase Plan:
We consent to incorporation by reference in the Registration Statement No.
33 54700 on Form S 8 of Scott & Stringfellow Financial, Inc. 1992 Employee
Stock Purchase Plan (the Plan) of our report dated March 3, 1995, relating
to the statements of financial condition of the Scott & Stringfellow
Financial, Inc. 1992 Employee Stock Purchase Plan as of December 31, 1994
and 1993, and the related statements of income and changes in plan equity
for the years then ended, which report appears in the December 31, 1994
annual report on Form 11K of the Plan.
KPMG Peat Marwick LLP
Richmond, Virginia
March 30, 1995
