As filed with the Securities and Exchange Commission on March 19, 1998
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
THE JONES FINANCIAL COMPANIES, L.L.L.P.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
12555 Manchester Road
St. Louis, Missouri 63131-3729
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
MISSOURI
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
43-1450818
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification Number)
1998 EMPLOYEE LIMITED PARTNERSHIP INTEREST PURCHASE PLAN OF
THE JONES FINANCIAL COMPANIES, L.L.L.P.
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Lawrence R. Sobol, Esq.
The Jones Financial Companies, L.L.L.P.
12555 Manchester Road
St. Louis, Missouri 63131-3729
(314) 515-2000
- --------------------------------------------------------------------------------
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent For Service)
Please Send Copies of Communications to:
Jennifer A. Auer, Esq.
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
Approximate date of commencement of the proposed sale of
the securities: As soon as practicable after the effective
date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Interest Price Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Limited
Partnership 60,000 Interests(1) $1000 $60,000,000 $17,700
Interests
=====================================================================================================================
(1) The 60,000 limited partnership interests being registered represent the
maximum number of interests which, it is estimated, may be purchased under the
1998 Employee Limited Partnership Interest Purchase Plan during the next 36
months.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act of 1933, as amended, and the note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Jones Financial Companies, L.L.L.P.
("JFC") with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
1. JFC's Annual Report on Form 10-K for its fiscal year ended December
31, 1997 (filed under JFC's former name The Jones Financial Companies, L.P.,
LLP).
2. JFC's Current Report on Form 8-K filed on March 12, 1998.
3. The description of the limited partnership interests in JFC, which
is contained in JFC's Registration Statement on Form 8-A filed under the
Exchange Act, including any amendment or report updating such description.
All documents subsequently filed by JFC pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act (prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold) shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated, or deemed to
be incorporated, by reference herein, shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Neither the named experts or counsel referenced below have an interest in
JFC.
2
<PAGE>
The financial statements incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.
The legality of the limited partnership interests in JFC to be issued
pursuant to the terms of the 1998 Employee Limited Partnership Interest Purchase
Plan of JFC will be passed upon for JFC by Bryan Cave LLP of St. Louis,
Missouri.
Item 6. Indemnification of Directors and Officers.
The partnership agreement of JFC, as amended from time to time (the
"Partnership Agreement") provides that neither the Managing Partner (as defined
in the Partnership Agreement) nor any of the general partners will be liable to
any of the partners for any acts or omissions made in good faith on behalf of
JFC and in a manner reasonably believed by him to be within the scope of his
authority and in the best interests of JFC, provided such partner was not guilty
of gross negligence or gross misconduct. JFC also is required to indemnify the
Managing Partner and the general partners against any loss or damage incurred by
any such partner by reason of any action performed or omission made in good
faith by any of them on behalf of JFC and in a manner reasonably believed by
such partner to be within the scope of his authority or in furtherance of JFC's
interest, other than actions for which such partner would be liable as described
above. As a result of these provisions, the limited partners of JFC will have
more limited rights against such persons than they would have absent the
limitations in the Partnership Agreement. Indemnification of the Managing
Partner and the general partners would deplete JFC assets unless JFC's
indemnification obligation is covered by insurance. While JFC may attempt to
purchase liability insurance to provide for its indemnification obligation, such
insurance may not be available at a reasonable price or at all.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as a part of this Registration
Statement.
Exhibit Description
------- -----------
4a. 1998 Employee Limited Partnership Interest
Purchase Plan of The Jones Financial
Companies, L.L.L.P.
4b. Ninth Amended and Restated Agreement
of Registered Limited Liability Limited Partnership
of The Jones Financial Companies, L.L.L.P., dated as
of April 1, 1998 (Incorporated by reference to
Exhibit 3 to the registrant's Current Report
on Form 8-K filed with the Commission on
March 12, 1998, File No. 000-16633)
5. Opinion of Bryan Cave LLP regarding legality
3
<PAGE>
23a. Consent of Counsel (included in Exhibit 5)
23b. Consent of Accountants
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(A) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(C) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
4
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri, on the 17th day of
March, 1998.
THE JONES FINANCIAL COMPANIES, L.L.L.P.
By: John W. Bachmann
-----------------------------------------
John W. Bachmann
Managing Partner
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 17th day of March, 1998.
John W. Bachmann
---------------------------------------------
John W. Bachmann
Managing Partner
(Principal Executive Officer)
Steven Novik
---------------------------------------------
Steven Novik
(Chief Financial Officer)
6
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
4a. 1998 Employee Limited Partnership Interest 8
Purchase Plan of The Jones Financial
Companies, L.L.L.P.
4b. Ninth Amended and Restated Agreement Not Applicable
of Registered Limited Liability Limited
Partnership of The Jones Financial
Companies, L.L.L.P., dated as of April 1,
1998 (Incorporated by reference to
Exhibit 3 to the registrant's Current Report
on Form 8-K filed with the Commission on
March 12, 1998, File No. 000-16633)
5. Opinion of Bryan Cave LLP regarding legality 12
23a. Consent of Counsel (included in Exhibit 5) Not Applicable
23b. Consent of Accountants 14
EXHIBIT 4a
THE JONES FINANCIAL COMPANIES, L.L.L.P.
1998 EMPLOYEE LIMITED PARTNERSHIP INTEREST PURCHASE PLAN
1. Title
This plan (the "Plan") shall be known as the "1998 Employee Limited
Partnership Interest Purchase Plan of The Jones Financial Companies, L.L.L.P."
The Jones Financial Companies, L.L.L.P. ("JFC"), is a Missouri registered
limited liability limited partnership with its principal offices located at
12555 Manchester Road, St. Louis, Missouri 63131-3729.
2. Purpose
The primary purpose of the Plan is to provide a benefit to certain
employees of JFC and its subsidiaries (as hereinafter defined) (the
"Participants") and secondarily, allows JFC to raise capital through the
Participants' contribution to JFC's continued success. The Plan provides the
Participants with an opportunity to acquire limited partnership interests (or
fractions thereof) (the "Interests") in JFC. The purchase price of each full
Interest shall be $1000. As used herein, "subsidiaries" includes any
corporations, limited liability companies, partnerships (general or limited) or
any other entities in which all of the shares or interests of such entity are
owned, directly or indirectly, by JFC.
3. Participants
Participants in the Plan shall be employees of JFC and its subsidiaries as
selected by the Plan committee (the "Committee") of JFC, in its discretion. The
Participants will include only those persons determined to be suitable as
investors in JFC based upon factors which will include, but not be limited to,
the amount of the proposed investment in relation to (a) the Participant's
financial position (so as to enable a Participant to realize to a significant
extent the benefits of ownership described in any offering circular related to
the Interests), (b) the Participant's net worth (so as to be able to sustain the
risk of investing in the Interests) and (c) such other factors relating to the
Participant such that the purchase of the Interests is otherwise suitable.
4. Interests Covered by the Plan
The total number of Interests covered by the Plan shall be 60,000
($60,000,000). This number of Interests shall be adjusted to reflect any
subsequent Interest splits, reverse Interest splits or similar matters affecting
the number of outstanding Interests of JFC. Interests not exceeding this number
may be sold to Participants by JFC. In the event any award of purchase rights of
Interests is canceled or expired on account of the termination of a
Participant's employment, lapse of time, failure to exercise by a Participant,
or for any other reason, the Committee may again award the purchase rights of
the Interests so canceled to an existing or new Participant.
<PAGE>
5. Performance Awards - Description
The Committee may, in its discretion, award all or any part of the
Interests covered by the Plan to a Participant pursuant to a performance award
("Performance Award"). Interests shall not be issued at the time the Performance
Award is granted. The Performance Award shall represent the right of the
Participant to purchase the number of Interests from JFC described therein
within the time period specified by the Committee. The purchase price of each
full Interest shall be $1000 payable by the Participant at the time the
Interests are purchased as provided in Section 7 hereof. Performance Awards may
be conditioned on the Participant's continued employment by JFC, or its
subsidiaries, or in any other manner the Committee may determine. Prior to
exercise of a Performance Award by a Participant, such Performance Award may be
canceled by the Committee in its sole discretion.
6. Performance Awards - Granting
Performance Awards shall be granted as follows:
(a) Initial Performance Awards. After approval of this Plan by the Managing
Partner of JFC, the Committee will meet to establish the initial Participants
and the amount, duration and other terms, if any, of the initial Performance
Awards. In making its determination of who shall be Participants and the amount,
duration and other terms of each Performance Award, the Committee shall take
into account such factors as the Participant's level of responsibility, job
performance, potential for growth, level and types of compensation and such
other factors as the Committee deems relevant. Furthermore, the Participants
will include only those persons determined to be suitable as investors in JFC
based upon factors which will include, but not be limited to, the amount of the
proposed investment in relation to (i) the Participant's financial position (so
as to enable a Participant to realize to a significant extent the benefits of
ownership described in any offering circular related to the Interests), (ii) the
Participant's net worth (so as to be able to sustain the risk of investing in
the Interests) and (iii) such other factors relating to the Participant such
that the purchase of the Interests is otherwise suitable.
(b) Subsequent Performance Awards. During the term of the Plan, additional
Performance Awards may be granted (subject to the maximum number of Interests
provided for above) in the discretion of the Committee, either (i) to new
Participants in the Plan or (ii) to prior Participants in the Plan.
(c) Notice of Performance Awards. Upon granting of any Performance Award by
the Committee, the Participant shall be advised as to the amount, duration and
other terms of the Performance Award.
2
<PAGE>
7. Payment by Participants.
As designated in the Performance Award, a Participant shall pay for the
Interests awarded to such Participant in cash within the time period established
by the Committee for the exercise of such Performance Award or such Participant
shall forfeit his or her right to purchase such Interests.
8. Purchase Date
After a Participant's funds are received by JFC, such funds will be used to
purchase the Participant's Interests from JFC on the date specified in the
Performance Award or as otherwise determined by the Committee. Any Participant
not already a Limited Partner of JFC will become a Limited Partner of JFC on the
purchase date.
9. Reports
As soon as practicable after each purchase of Interests by a Participant,
such Participant will receive a statement of purchase.
10. Termination
A Participant's participation in the Plan may be terminated by the
Committee at any time.
11. Costs of Administrating Plan
All costs and expenses of administrating the Plan will be paid by JFC.
12. Committee Membership; Authority
The Plan shall be administered by the Committee consisting of one or more
general partners of JFC, which may include the Managing Partner, appointed to
the Committee by the Managing Partner of JFC. Such Committee members serve at
the pleasure of the Managing Partner. The Committee shall have authority to
interpret the Plan, to establish any rules or regulations relating to the Plan
which it deems appropriate and to make other determinations which it believes
necessary and advisable for the proper administration of the Plan. Decisions of
the Committee in matters relating to the Plan shall be final and conclusive on
JFC and all Participants. The Committee's determinations under the Plan,
including, without limitation, determinations as to employees to receive
Performance Awards, the amount, duration and other terms and provisions of such
awards and the agreements evidencing the same, need not be uniform. Members of
the Committee shall not be eligible to participate in the Plan. A member of the
Committee shall be liable only for any action taken or determination made in bad
faith. The Committee shall determine (a) the employees, if any, to whom
Performance Awards shall be granted, (b) the time or times of which such
Performance Awards shall be granted, (c) the amount and duration of the
Performance Awards, and (d) the limitations, restrictions, conditions and other
terms applicable to such Performance Awards. Participants may obtain additional
information about the Committee by contacting the Committee c/o Steve Novik at
12555 Manchester Road, St. Louis, Missouri 63131-3729.
3
<PAGE>
13. Amendments and Termination of the Plan
JFC reserves the right against any or all employees, including those who
may be Participants under this Plan, to amend the Plan at any time either
retroactively or prospectively and to terminate or suspend the Plan or any
Performance Award at any time for any reason.
14. Non-Assignability
Performance Awards under the Plan are non-transferable and may not be
assigned or pledged by any Participant at any time and no recognition shall be
required to be given by JFC to any attempt to assign any rights hereunder.
15. Effective Date
The effective date of this Plan shall be April 15, 1998.
EXHIBIT 5
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
facsimile: (314) 259-2020
March 17, 1998
The Jones Financial Companies, L.L.L.P.
12555 Manchester Road
St. Louis, Missouri 63131-3729
Re: The Jones Financial Companies, L.L.L.P.;
$60,000,000 Aggregate Amount of Limited Partnership Interests
Ladies and Gentlemen:
We have acted as counsel for The Jones Financial Companies, L.L.L.P., a
Missouri registered limited liability limited partnership (the "Partnership"),
in connection with the preparation of the Registration Statement for the
above-referenced transaction on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission on March 19, 1998, pursuant to
the Securities Act of 1933, as amended (the "Act"), in connection with the
proposed offer and sale of non-voting, non-transferable limited partnership
interests (the "Interests") to be issued pursuant to the Partnership's Ninth
Amended and Restated Agreement of Registered Limited Liability Limited
Partnership dated as of April 1, 1998 (the "Partnership Agreement").
In connection with the foregoing, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement and the Partnership Agreement. In addition, we have examined such
other documents, records and questions of law as we have deemed necessary as a
basis for the opinions hereinafter expressed.
Based on the foregoing and subject to the limitations and assumptions
contained in the description of the offering set forth in the Partnership's
offering circular (the "Offering Circular"), we are of the opinion that:
(1) The Partnership is a validly existing registered limited liability
limited partnership under the laws of the State of Missouri.
(2) The Interests have been duly authorized by all necessary action
and, upon receipt of the consideration for the Interests, such Interests
<PAGE>
The Jones Financial Companies, L.L.L.P.
March 17, 1998
Page 2
will be legally and validly issued, fully paid and non-assessable, and the
holders of such Interests will be entitled to the benefits to which Limited
Partners are entitled under the Partnership Agreement.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm in the Registration
Statement.
Very truly yours,
Bryan Cave LLP
BRYAN CAVE LLP
Exhibit 23.b
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 concerning 60,000
limited partnership interests of The Jones Financial Companies, L.L.L.P. ("JFC")
of our report dated February 20, 1998, included in the Form 10-K of JFC for the
year ended December 31, 1997 and to all references to our firm included in this
Registration Statement.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
March 17, 1998
