October 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Sherwood Group, Inc. - Definitive Proxy Statement
Ladies and Gentlemen:
On behalf of our client, The Sherwood Group, Inc. (the "Company"),
enclosed for filing is the Definitive Proxy Statement for the Company's Special
Meeting of Stockholders pursuant to Rule 14a-6 of Regulation 14A of the
Securities Exchange Act of 1934, as amended, the Schedule 14A Information
Statement, the Notice of the Special Meeting to the Company's stockholders and
the form of Proxy for the Special Meeting of Stockholders. The Company intends
to mail definitive proxy material to its stockholders on or about November 12,
1997.
If you have any questions or comments regarding this filing, please call Frank
E. Lawatsch, Jr. at (201) 596-4637.
Very truly yours,
Frank E. Lawatsch, Jr.
Enclosures
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
| |Preliminary proxy statement Confidential, for use of the Commission only
|x|Definitive proxy statement (as permitted by Rule 14a-6(e)(2))
|_|Definitive additional materials
|_|Soliciting materials pursuant to Rule 14a-11(c) or Rule 14a-12
THE SHERWOOD GROUP, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|x|No fee required
|_| Fee computed on table per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
N.A.
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(2) Aggregate number of securities to which transaction applies:
N.A.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N.A.
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(4) Proposed maximum aggregate value of transaction:
N.A.
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(5) Total Fee Paid:
N.A.
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|_| Fee paid previously with preliminary materials:
N.A.
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|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
N.A.
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(2) Form, Schedule or Registration Statement No.:
N.A.
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(3) Filing Party:
N.A.
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(4) Date Filed:
N.A.
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<PAGE>
The Sherwood Group, Inc.
10 Exchange Place Centre
Jersey City, New Jersey 07302
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 1997
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A Special Meeting of the Stockholders of The Sherwood Group, Inc. (the
"Company") will be held at the Company's offices at 10 Exchange Place Centre,
Jersey City, New Jersey 07302, 15th Floor, on December 12, 1997 at 4:00 p.m.,
New Jersey time for the following purposes:
(1) To approve an amendment to the Company's Restated Certificate
of Incorporation, as amended, to change the Company's name
from "The Sherwood Group, Inc." to "National Discount Brokers
Group, Inc."
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on November 11, 1997, as
the record date for determining the stockholders entitled to notice of and to
vote at the meeting and any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for further
information regarding the proposal to be made.
All stockholders are asked to complete, sign and date the enclosed proxy and
return it promptly by mail in the enclosed self-addressed envelope, which does
not require postage if mailed in the United States.
By Order of the Board of Directors
Dennis Marino
Secretary
November 12, 1997
Jersey City, New Jersey
<PAGE>
The Sherwood Group, Inc.
10 Exchange Place Centre
Jersey City, New Jersey 07302
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Proxy Statement For Special Meeting
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This Proxy Statement is furnished by the Board of Directors (the "Board
of Directors") of The Sherwood Group, Inc., a Delaware corporation (the
"Company"), in connection with the solicitation of proxies to be used at the
Special Meeting of Stockholders (the "Meeting") to be held at the Company's
offices at 10 Exchange Place Centre, Jersey City, New Jersey 07302, 15th Floor,
on December 12, 1997 at 4:00 p.m. New Jersey time, and at any adjournment
thereof. This Proxy Statement and the accompanying Notice and Proxy are being
mailed to stockholders on or about November 12, 1997. The principal executive
offices of the Company are located at the address indicated above.
Only stockholders of record at the close of business on the record
date, November 11, 1997 (the "Record Date"), will be entitled to vote at the
Meeting and at all adjournments thereof.
On November 11, 1997, there were outstanding and entitled to vote
12,724,624 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"). Each outstanding share of Common Stock is entitled to one vote
on each matter to be voted upon. A majority of the shares of Common Stock
entitled to vote at the Meeting will constitute a quorum for the transaction of
business. Holders of Common Stock have no cumulative voting rights.
Voting Of Proxies
If a proxy is properly signed by a stockholder and is not revoked, the
shares represented thereby will be voted at the Meeting in the manner specified
on the proxy, or if no manner is specified with respect to any matter therein,
such shares will be voted by the persons designated therein (with respect to the
matters as to which the stockholder is entitled to vote) (a) "FOR" the approval
of an amendment to the Company's Restated Certificate of Incorporation, as
amended (the "Restated Certificate of Incorporation") pursuant to which the
Company's name would be changed from "The Sherwood Group, Inc." to "National
Discount Brokers, Inc." and (b) in connection with the transaction of such other
business as may properly be brought before the Meeting, in accordance with the
judgment of the person or persons voting the proxy.
A proxy may be revoked by the stockholder at any time prior to the
voting thereof by giving notice of revocation in writing to the Secretary of the
Company, by duly executing and delivering to the Secretary of the Company a
proxy bearing a later date or by voting in person at the Meeting.
The affirmative vote of the holders of at least a majority of the
outstanding shares of Common Stock present, in person or by proxy, and entitled
to vote at the Meeting is required for the ratification and approval of, unless
otherwise required by the Delaware General Corporation Law or the Company's
Restated Certificate of Incorporation, as amended, any other matter which may be
put to a stockholder vote at the Meeting. As to any particular proposal,
abstentions will have the same effect as a vote against that proposal, and
broker non-votes will not be counted as votes for or against the proposal, and
will not be included in counting the number of votes necessary for approval of
the proposal. Votes cast, either in person or by proxy, will be tabulated by The
American Stock Transfer Company, the Company's transfer agent.
<PAGE>
Voting Securities and Principal Holders Thereof
Security Ownership Of Certain Beneficial Owners
<TABLE>
The following table sets forth certain information, as of November 11,
1997, regarding the beneficial ownership of the Common Stock by each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding shares of the Common Stock. The Company has been advised that each
stockholder listed below has sole voting and dispositive power with respect to
such shares unless otherwise noted in the footnotes following the table.
<CAPTION>
Name and Address Amount
of Beneficial Owner Of Beneficial Ownership Percentage of Class
<S> <C> <C>
S.G.I. Partners, L.P.
412 Harwood Building
Scarsdale, NY 10583 4,000,000 (1) 31.51%
Carl H. Hewitt
120 Broadway
New York, NY 10006 4,000,000 (1) 31.51%
Arthur Kontos
10 Exchange Place
Jersey City, NJ 07302 2,754,159 (2) 21.58%
Peter A. Kellogg
120 Broadway
New York, NY 10006 1,021,500 (3) 8.05%
<FN>
(1) Comprised of 4,000,000 shares of Common Stock held by S.G.I. Partners, L.P.
</FN>
<FN>
(2) Comprised of 1,337,854 shares of Common Stock held by Mr. Kontos and 70,446
shares of Common Stock underlying Mr. Kontos' currently exercisable stock
options. Also includes 125,000 shares of Common Stock held by the Arthur Kontos
Foundation, 778,562 shares of Common Stock held by limited partnerships of which
Mr. Kontos is the general partner and Mr. Kontos' children are sole limited
partners, and 442,297 shares over which he has only sole voting power which are
subject to a voting trust agreement with his former wife.
</FN>
<FN>
(3) Comprised of 650,000 shares of Common Stock held by Mr. Kellogg, 350,000
shares of Common Stock held by a corporation, all of whose voting stock is held
by Mr. Kellogg and of which Mr. Kellogg is president, and 21,500 shares of
Common Stock held by the Cynthia and Peter Kellogg Foundation. Peter A. Kellogg
is also a limited partner of S.G.I. Partners, L.P.
</FN>
</TABLE>
Security Ownership of Management
The following table sets forth certain information, as of November 11,
1997, regarding the beneficial ownership of the Common Stock by each director
and named executive officer of the Company and by all directors and executive
officers as a group. The Company has been advised that each stockholder listed
below has sole voting and dispositive power with respect to such shares unless
otherwise noted in the footnotes below. Sherwood Securities Corp. ("Sherwood
Securities") is a wholly-owned subsidiary of the Company specializing in the
wholesale market making of over-the-counter securities. Equitrade Partners
("Equitrade") is an affiliate of the Company which acts as a specialist on The
New York Stock Exchange. The Company and one of its wholly-owned subsidiaries
own an aggregate of 75% of the capital of Equitrade.
<TABLE>
<CAPTION>
Amount of
Name and Title Beneficial Ownership Percentage of Class
<S> <C> <C>
Arthur Kontos, 2,754,159 (1) 21.58%
Vice Chairman of the Board and Chief
Executive Officer of the Company
James H. Lynch, Jr., 35,100 *
Chairman of the Board and Director
John P. Duffy, Director 44,000 (2) *
Carl H. Hewitt, Director 4,000,000 (3) 31.51%
Dennis Marino, 211,698 (4) 1.66%
Executive Vice President and Chief
Administrative Officer of the Company;
President of Sherwood Securities
Richard J. Marino, 607,635 (5) 4.78%
Chairman of the Board of Sherwood
Securities
Thomas Neumann, 143,436 1.13%
Executive Vice President of the
Company; Head of Capital Markets
of Sherwood Securities
Ralph N. Del Deo, Director 30,000 (6) *
James Romano, 10,000 (7) *
Senior Vice President of Sherwood
Securities
William Karsh, 39,501 (8) *
Executive Vice President and
Treasurer of the Company
Stephen J. DiLascio, 1,000 *
Director, Managing General
Partner of Equitrade
All Directors and Executive Officers as 7,879,329 61.22%
a Group (13 persons) (9)
* Less than 1%
<FN>
(1) Consists of 1,337,854 shares of Common Stock held by Mr. Kontos,
70,446 shares of Common Stock underlying Mr. Kontos' currently exercisable
stock options, 125,000 shares of Common Stock held by the Arthur Kontos
Foundation, 778,562 shares of Common Stock held by limited partnerships of which
Mr. Kontos is the general partner and Mr. Kontos' children are sole limited
partners and 442,297 shares over which he has only sole voting power which are
subject to a voting trust agreement with his former wife.
</FN>
<FN>
(2) Consists of 40,000 shares of Common Stock held by Mr. Duffy and 4,000 shares of Common Stock held in trust for Mr.
Duffy's children.
</FN>
<FN>
(3) Consists of 4,000,000 shares of Common Stock held by S.G.I. Partners, L.P.
</FN>
<FN>
(4) Consists of 166,508 shares of Common Stock held by Mr. D. Marino
and 45,190 shares of Common Stock underlying Mr. D. Marino's currently
exercisable stock options.
</FN>
<FN>
(5) Consists of 595,341 shares of Common Stock held by Mr. R. Marino
and 12,294 shares of Common Stock underlying Mr. R. Marino's currently
exercisable stock options.
</FN>
<FN>
(6) Consists of 20,000 shares of Common Stock held by Mr. Del Deo and
10,000 shares of Common Stock held by his wife.
</FN>
<FN>
(7) Consists of 5,000 shares of Common Stock held by Mr. Romano and
5,000 shares of Common Stock underlying Mr. Romano's currently exercisable
stock options.
</FN>
<FN>
(8) Consists of 27,162 shares of Common Stock held by Mr. Karsh and
12,339 shares of Common Stock underlying Mr. Karsh's currently exercisable
stock options.
</FN>
<FN>
(9) Includes 145,269 shares of Common Stock underlying stock options
exercisable within 60 days of November 11, 1997.
</FN>
</TABLE>
PROPOSAL 1. PROPOSAL TO CHANGE COMPANY'S NAME
The Board of Directors has adopted a resolution amending Article 1 of
the Company's Restated Certificate of Incorporation, as amended, to change the
Company's name from "The Sherwood Group, Inc." to "National Discount Brokers
Group, Inc." (the "Charter Amendment"). Article 1 of the Restated Certificate of
Incorporation, as amended by the Charter Amendment, is attached as Exhibit A to
this Proxy Statement.
The name "National Discount Brokers Group, Inc." was selected to
reflect the Company's primary focus of providing discount brokerage services on
a national basis. The Board of Directors believes that the words "National" and
"Discount Brokers" are more consistent with the nature of the Company's
operations and, therefore, has proposed the change of name.
The Board of Directors has directed that the Charter Amendment be
submitted for stockholder approval. The affirmative vote of the holders of a
majority of the outstanding shares of Company's Common Stock voted in person or
by proxy at the Meeting is required for approval of the Charter Amendment.
The Board of Directors recommends a vote "FOR" the amendment to the
Restated Certificate of Incorporation.
Stockholder Proposals For Next Annual Meeting
Any stockholder proposals intended to be presented at the Company's
next annual meeting of stockholders must be received by the Company at its
offices at 10 Exchange Place Centre, Jersey City, New Jersey 07302, on or before
June 4, 1998, for consideration for inclusion in the proxy material for such
annual meeting of stockholders.
Expenses Of Solicitation
The cost of the solicitation of proxies will be borne by the Company.
In addition to the use of the mails, proxies may be solicited by regular
employees of the Company, either personally or by telephone or telegraph. The
Company does not expect to pay any compensation for the solicitation of proxies,
but may reimburse brokers and other persons holding shares in their names or in
the names of nominees for expenses in sending proxy material to beneficial
owners and obtaining proxies of such owners.
Other Matters
The Board of Directors does not intend to bring any matters before the
Meeting other than as stated in this Proxy Statement, and is not aware that any
other matters will be presented for action at the Meeting. If any other matters
come before the Meeting, the persons named in the enclosed form of proxy will
vote the proxy with respect thereto in accordance with their best judgment,
pursuant to the discretionary authority granted by the proxy. Whether or not you
plan to attend the Meeting in person, please complete, sign, date and return the
enclosed proxy card promptly.
By Order of the Board of Directors
Dennis Marino
Secretary
Dated: November 12, 1997
<PAGE>
EXHIBIT A(1)
Article 1
of
Restated Certificate of Incorporation
1. The name of the Corporation is NATIONAL DISCOUNT BROKERS
GROUP, INC. (hereinafter referred to as the Corporation").
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(1) Underscored language represents new language added to Article 1 and language
which is lined out is to be removed from Article 1.
<PAGE>
THE SHERWOOD GROUP, INC.
The undersigned hereby appoints Dennis Marino and Thomas Neumann, and each
of them, with full power of substitution, as proxies for the undersigned, to
attend the special meeting of stockholders of The Sherwood Group, Inc. (the
"Company"), to be held at the Company's offices at 10 Exchange Place Centre,
Jersey City, New Jersey 07302, 15th Floor on December 12, 1997, at 4:00 p.m.,
New Jersey time, or any adjournment thereof, and to vote the number of shares of
common stock of the Company that the undersigned would be entitled to vote, and
with all the power the undersigned would possess, if personally present, as
follows: 1. Approval of an amendment to the Company's Restated Certificate of
Incorporation, as amended, changing the Company's name to "National Discount
Brokers Group, Inc."
FOR AGAINST ABSTAIN
2. In their discretion, on such other business as may properly come before the
meeting or any adjournment thereof.
(Continued on reverse side)
(Continued from previous side)
The Proxies will vote as specified herein or, if a choice is not specified,
they will vote FOR the proposal set forth in Item 1 and in their discretion with
respect to the matters referred to in Item 2.
This Proxy is solicited by the Board of Directors of the Company.
Receipt of the Notice of Special Meeting of Stockholders and
Proxy Statement dated November 12, 1997 is hereby
acknowledged.
Date: ________________________________,1997
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(Signatures)
(Please sign exactly as your names appear hereon,
indicating, where proper, official position or
representative capacity.)
