As Filed with the Securities and Exchange Commission on May 4, 2000
Registration No. 333-________
================================================================================
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)
MISSOURI
(State or other jurisdiction of
incorporation or organization)
43-1450818
(I.R.S. Employer
Identification No.)
12555 Manchester Road
St. Louis, Missouri 63131-3729
(314) 515-2000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
2000 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)
Copies of all correspondence to:
Jennifer Auer O'Keefe, Esq.
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered(1)(2) Per Unit Offering Price Fee
========================================================================================================
Limited Partnership Interests 105,000 Interests $1,000 $105,000,000 $27,720
========================================================================================================
<FN>
(1) The 105,000 limited partnership interests being registered represent the
maximum number of interests which, it is estimated, may be purchased
under the 2000 Employee Limited Partnership Interest Purchase Plan of The
Jones Financial Companies, L.L.L.P. (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.
</FN>
</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 of Form S-8 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 Registrant 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. The Registrant's Annual Report on Form 10-K for its fiscal
year ended December 31, 1999.
2. The description of the limited partnership interests in the
Registrant, which is contained in the Registrant's Registration
Statement on Form 8-A filed under the Exchange Act, including any
amendment or report updating such description.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and 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 hereby be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein, in an
amendment hereto, or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document incorporated or deemed to be
incorporated herein by reference, which statement is also incorporated herein by
reference, 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 of this Registration Statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The partnership agreement of the Registrant, 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 the Registrant and in a manner reasonably believed by him to be within
the scope of his authority and in the best interests of the Registrant, provided
such partner was not guilty of gross negligence or gross misconduct. The
Registrant 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
the Registrant and in a manner reasonably believed by such partner to be within
the scope of his authority or in furtherance of the Registrant'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 the Registrant 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 the Registrant assets unless the
Registrant's indemnification obligation is covered by insurance. While the
Registrant 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 No. Description
4.1 2000 Employee Limited Partnership Interest Purchase
Plan of The Jones Financial Companies, L.L.L.P.
4.2 Tenth Amended and Restated Agreement of Registered
Limited Liability Limited Partnership of The Jones
Financial Companies, L.L.L.P., dated as of February
25, 1999 (incorporated by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 26, 1999).
5.1 Opinion of Bryan Cave LLP relating to the legality of
the Interests.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1).
3
<PAGE>
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) 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)(1)(i) and (a)(1)(ii) do not
apply if 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 Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) 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.
(3) 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 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 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.
(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 Securities Act of 1933 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,
4
<PAGE>
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
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 4th day of
May, 2000.
THE JONES FINANCIAL COMPANIES, L.L.L.P.
By: /s/ 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 4th day of May, 2000.
/s/ John W. Bachmann
-----------------------------------
John W. Bachmann
Managing Partner
(Principal Executive Officer)
/s/ Steven Novik
-----------------------------------
Steven Novik
(Principal Financial Officer)
6
<PAGE>
Exhibit No. Description
4.1 2000 Employee Limited Partnership Interest Purchase
Plan of The Jones Financial Companies, L.L.L.P.
4.2 Tenth Amended and Restated Agreement of Registered
Limited Liability Limited Partnership of The Jones
Financial Companies, L.L.L.P., dated as of February
25, 1999 (incorporated by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 26, 1999).
5.1 Opinion of Bryan Cave LLP relating to the legality of
the Interests.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1).
7
Exhibit 4.1
THE JONES FINANCIAL COMPANIES, L.L.L.P.
2000 EMPLOYEE LIMITED PARTNERSHIP
INTEREST PURCHASE PLAN
1. Title
This plan (the "Plan") shall be known as the "2000 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' contributions. 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 $1,000.
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.
4. Interests Covered by the Plan
The total number of Interests covered by the Plan shall be 105,000
($105,000,000). 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.
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 $1,000 payable by the Participant at the time the
Interests are purchased as provided in Section 7 hereof, with a minimum purchase
of at least $5,000. 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
<PAGE>
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.
(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.
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.
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<PAGE>
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.
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 May 4, 2000.
3
Exhibit 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
May 4, 2000
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.;
$105,000,000 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, 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 Tenth Amended and
Restated Agreement of Registered Limited Liability Limited Partnership dated as
of February 25, 1999 (the "Partnership Agreement").
In connection herewith, we have examined and relied without
independent investigation as to matters of fact upon such certificates of public
officials, such statements and certificates of officers of the Partnership and
originals or copies certified to our satisfaction of the Registration Statement,
the Partnership Agreement, and other partnership records, documents,
certificates and instruments as we have deemed necessary or appropriate in order
to enable us to render this opinion. In rendering this opinion, we have assumed
the genuineness of all signatures on all documents examined by us, the due
authority of the parties signing such documents, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies.
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 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.
This opinion is not rendered with respect to any laws other
than the laws of Missouri and the Federal law of the United States. We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ BRYAN CAVE LLP
Exhibit 23.1
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 of The
Jones Financial Companies, L.L.L.P. of our report dated February 22, 2000,
included in the Form 10-K for the year ended December 31, 1999 of The Jones
Financial Companies, L.L.L.P., and to all references of our firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
- ------------------------
Arthur Andersen LLP
St. Louis, Missouri
May 3, 2000
