---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
SCHEDULE 13E-4
(Amendment No. 1)
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
SCOTT & STRINGFELLOW FINANCIAL, INC.
(Name of issuer)
SCOTT & STRINGFELLOW FINANCIAL, INC.
(Name of Person(s) Filing Statement)
Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)
809386105
(CUSIP Number of Class of Securities)
Charles E. Mintz
Chief Financial Officer
Senior Vice President
Scott & Stringfellow Financial, Inc.
909 East Main Street
Richmond, Virginia 23219
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
----------------------
Copies to:
David W. Robertson, Esq.
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
901 East Cary Street
Richmond, Virginia 23219
May 30, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
The Issuer Tender Offer Statement on Schedule 13E-4 dated May 30, 1996,
relating to the offer by Scott & Stringfellow Financial, Inc. (the "Company") to
purchase up to 200,000 shares of the Company's common stock, $0.10 par value per
share (the "Shares"), at per share prices specified by tendering shareholders
not in excess of $19.00 nor less than $17.00 per Share, in cash, net to the
shareholders, upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase dated May 30, 1996 and in the related Letter of
Transmittal, is hereby amended to incorporate the information included in the
exhibit referred to below.
Item 9. Material to be Filed as Exhibits.
Item 9 hereby is amended to include the following additional exhibit:
(a)(10) Text of Press Release issued by the Company, dated July 1,
1996.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.
July 1, 1996 SCOTT & STRINGFELLOW FINANCIAL, INC.
By: s/Charles E. Mintz___________________
Charles E. Mintz
Senior Vice President and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(a)(10) Text of Press Release issued by the Company, dated July 1, 1996.
Exhibit (a)(10)
FOR IMMEDIATE RELEASE For Further Information
Contact:
John Sherman, Jr. 782-8756
Charles E. Mintz 782-8839
July 1, 1996
SCOTT & STRINGFELLOW FINANCIAL, INC.
ANNOUNCES PRELIMINARY PRORATION OF
"DUTCH AUCTION" TENDER OFFER
RICHMOND, Va -- Scott & Stringfellow Financial, Inc. (Nasdaq NMS:SCOT) announced
today the preliminary proration of shares to be purchased by the company
pursuant to its offer to purchase up to 200,000 shares, which expired on June
27, 1996. Based upon a preliminary count of 284,287 shares tendered, and after
the appropriate adjustment for tenders of odd-lot holdings, the company expects
the proration factor will result in approximately 70.32% of shares tendered by
each shareholder being purchased at a price of $19.00 per share. Because of the
time required for determination of the number of shares properly tendered and
not withdrawn pursuant to the conditional tender provisions of the offer, the
company does not expect to announce the final proration factor or to commence
payment for any shares until approximately July 5, 1996. All shares tendered and
not purchased will be promptly returned to shareholders.
Scott & Stringfellow Financial, Inc. is a publicly-held company that
operates subsidiaries Scott & Stringfellow, Inc., the regional brokerage,
investment banking and financial services firm with 28 offices in Virginia,
North Carolina, South Carolina, and West Virginia, and Scott & Stringfellow
Capital Management, Inc., the 14-year old investment advisory firm with
approximately $300 million in assets under management. Scott & Stringfellow,
Inc. was founded in 1893 and is the South's oldest member of the New York Stock
Exchange. The company employs 520 people including 222 investment brokers, and
trades on the Nasdaq National Market System under the symbol SCOT.
