As filed with the Securities and Exchange Commission on June 1, 1998
Registration No.
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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.
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(Exact Name of Registrant as Specified in Its Charter)
12555 Manchester Road, St. Louis, Missouri 63131-3729
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(Address of Principal Executive Offices)
MISSOURI
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(State or Other Jurisdiction of Incorporation or Organization)
43-1450818
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(I.R.S. Employer Identification Number)
AMENDED AND RESTATED
1998 EMPLOYEE LIMITED PARTNERSHIP INTEREST PURCHASE PLAN OF
THE JONES FINANCIAL COMPANIES, L.L.L.P.
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(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
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(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.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Limited
Partnership 680,000 Interests(1) $100 $68,000,000 $2,360 (3)
Interests (2)
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(1) The 680,000 limited partnership interests being registered represent the
maximum number of interests which, it is estimated, may be purchased
under the Amended and Restated 1998 Employee Limited Partnership Interest
Purchase Plan (the "Plan") during the next 36 months.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an additional amount of limited
partnership interests as may be issuable by reason of the operation of
the anti-dilution provisions of the Plan in the event of limited
partnership interests splits, reverse limited partnership interest splits
or other similar transactions.
(3) This Registration Statement registers the limited partnership interests
to be issued pursuant to the Plan. On May 4, 1998, the 1998 Employee
Limited Partnership Interest Purchase Plan was amended and restated. The
amended and restated plan increased the number of limited partnership
interests which may be issued subject to the Plan and decreased the
purchase price of a full limited partnership interest from $1,000
to $100. A registration fee of $17,700 was paid on March 19, 1998, upon
the filing of Registration Statement No. 333-48233 on Form S-8.
Accordingly, the registration fee is being paid only with respect to
the increase in the maximum aggregate offering price resulting
from the above-referenced changes.
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<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to General Instruction
E to Form S-8. The contents of the Registration Statement on Form S-8, No.
333-48233 filed on March 19, 1998, including the exhibits thereto, are hereby
incorporated by reference herein, except to the extent superseded hereby.
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 Quarterly Report on Form 10-Q for the three month period ended
March 27, 1998.
3. JFC's Current Report on Form 8-K filed on March 12, 1998.
4. 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.
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Item 8. Exhibits.
The following documents are filed as a part of this Registration Statement.
Exhibit Description
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4a. Amended and Restated 1998 Employee Limited Partnership
Interest Purchase Plan of The Jones Financial
Companies, L.L.L.P.
5. Opinion of Bryan Cave LLP regarding legality
23a. Consent of Counsel (included in Exhibit 5)
23b. Consent of Accountants
3
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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 1st day of
June, 1998.
THE JONES FINANCIAL COMPANIES, L.L.L.P.
By: /s/ John W. Bachmann
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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 1st day of June, 1998.
/s/ John W. Bachmann
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John W. Bachmann
Managing Partner
(Principal Executive Officer)
/s/ Steven Novik
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Steven Novik
(Chief Financial Officer)
4
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
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4a. Amended and Restated 1998 Employee 7
Limited Partnership Interest Purchase Plan
of The Jones Financial Companies, L.L.L.P.
5. Opinion of Bryan Cave LLP regarding legality 11
23a. Consent of Counsel (included in Exhibit 5) Not Applicable
23b. Consent of Accountants 13
Exhibit 4a
THE JONES FINANCIAL COMPANIES, L.L.L.P.
AMENDED AND RESTATED
1998 EMPLOYEE LIMITED PARTNERSHIP
INTEREST PURCHASE PLAN
1. Title
This plan (the "Plan") shall be known as the "Amended and Restated 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 $100. 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 680,000
($68,000,000). 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.
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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 $100 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.
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.
2
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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.
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.
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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.
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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
June 1, 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.;
$68,000,000 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") which
will be filed with the Securities and Exchange Commission 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:
<PAGE>
The Jones Financial Companies, L.L.L.P.
June 1, 1998
Page 2
(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
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,
/s/ 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 680,000
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 the incorporation by reference of all
references to our firm included in the Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
June 1, 1998
