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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
(Final Amendment)
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)
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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)
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<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated May 30, 1996 as amended by Amendment No. 1
thereto dated July 1, 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. Capitalized terms used herein but
not otherwise defined shall have the meanings assigned to such terms in the
Issuer Tender Offer Statement.
On July 1, 1996, the Company announced that, based on a preliminary
count of 284,287 shares tendered, it had accepted for purchase 200,000 Shares at
a price of $19.00 per Share, in accordance with the terms of the Offer. The
preliminary proration factor was 70.32%. On July 1, 1996, the Company issued a
press release, a copy of which was filed as Exhibit (a)(10) to Amendment No. 1
to the Issuer Tender Offer Statement.
A total of approximately 284,287 Shares were validly tendered and not
withdrawn at the $19.00 per Share Purchase Price, including Shares for which
certificates were delivered to the Depositary pursuant to the Offer's guaranteed
delivery procedures. The Company will purchase 200,000 Shares pursuant to the
Offer. The Company has been informed by the Depositary that the final proration
factor has been amended to 80.6496%. The final proration factor takes into
account Shares tendered with a condition that a specified minimum number must be
purchased which were automatically deemed withdrawn if the ratio of such minimum
number of Shares to total Shares tendered by a shareholder exceeded 80.6496%.
Following purchase of the 200,000 Shares, the Company will have 2,002,475 shares
of Common Stock issued and outstanding.
Item 9. Material to be Filed as Exhibits.
Item 9 hereby is amended to include the following additional exhibit:
(a)(11) Text of Press Release issued by the Company, dated July 8, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Final Amendment to Schedule 13E-4 is
true, complete and correct.
July 8, 1996 SCOTT & STRINGFELLOW FINANCIAL, INC.
By: s/Charles E. Mintz
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Charles E. Mintz
Senior Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(a)(11) Text of Press Release issued by the Company, dated July 8, 1996.
Exhibit (a)(11)
FOR IMMEDIATE RELEASE For Further Information
Contact:
John Sherman, Jr. 782-8756
Charles E. Mintz 782-8839
July 8, 1996
SCOTT & STRINGFELLOW FINANCIAL, INC.
ANNOUNCES FINAL PRORATION OF
"DUTCH AUCTION" TENDER OFFER
RICHMOND, Va -- Scott & Stringfellow Financial, Inc. (Nasdaq NMS:SCOT) announced
today the final 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 count of 284,287 shares tendered, the company expects the proration
factor will result in 80.6496% of shares properly and unconditionally tendered
by each shareholder being purchased at a price of $19.00 per share. Appropriate
adjustments will be made to avoid purchase of fractional shares. In addition,
100% of shares tendered by odd-lot holders will be purchased. Shares tendered
with a condition that a specified minimum number must be purchased will be
automatically deemed withdrawn if the ratio of such minimum number of shares to
total shares tendered by a shareholder exceeds 80.6496%. All shares tendered and
not purchased will be promptly returned to shareholders. The company expects to
begin the payment process for purchased shares today.
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.
