SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/x/ Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from to
Commission file number 1-9305
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1273600
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 N. Broadway, St. Louis, Missouri 63102-2188
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-342-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
------------------- ---------------------
Common Stock, Par Value $.15 per share New York Stock Exchange
Chicago Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports re-
quired to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report) and (2) has been subject to such
filing requirements for the past 90 days. Yes /x/ No/ /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge in definitive proxy or information state-
ments incorporated by reference in Part III of this Form 10-K, or any amend-
ment to this Form 10-K. / /
Aggregate market value of voting stock held by non-affiliates of the
registrant at March 12, 1996 was $24,116,459.
Shares of Common Stock outstanding at March 12, 1996: 4,476,725 shares, par
value $.15 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended December 31,
1995 are incorporated by reference to Part II hereof. Portions of the
Company's Proxy Statement filed with the SEC in connection with the Company's
Annual Meeting of Stockholders to be held April 23, 1996 are incorporated by
reference to Part III hereof. Exhibit Index located on pages 24.
PART I
ITEM 1. BUSINESS
Stifel Financial Corp. ("Financial") was organized in fiscal year
1983 pursuant to a plan of reorganization whereby Stifel,
Nicolaus & Company, Incorporated ("Stifel, Nicolaus") became a
wholly-owned subsidiary of Financial. Stifel, Nicolaus is the
successor to a partnership founded in 1890. The term "Company"
as used herein means Financial and its subsidiaries.
The Company offers securities-related financial services through
its wholly owned operating subsidiaries, Stifel, Nicolaus,
Century Securities Associates, Inc. Todd Investment Advisors,
Inc., and Pin Oak Capital, Ltd. These subsidiaries provide
brokerage, trading, investment banking, investment advisory, and
related financial services primarily to customers throughout the
United States from 43 locations. The Company's customers include
individuals , corporations, municipalities and institutions.
Although the Company has customers throughout the United States,
its major geographic area of concentration is in the Midwest. On
May 25, 1995 the Company sold the majority of the assets related
to its operations in Oklahoma, which consisted of 26 retail
securities offices and the municipal underwriting, trading, and
institutional sales operations located in Oklahoma, and three
retail offices in Texas. These operations comprised 14% of the
Company's total revenue for 1994. (See proforma financial
information in Note Q of the Consolidated Financial Statements
incorporated by reference herein.)
Principal Sources of Revenue
The amounts of each of the principal sources of revenue of the
Company for the calendar years 1995 and 1994, the five-month
transition period and the prior fiscal year is contained on page
17 of the Company's 1995 Annual Report to Stockholders. Such
information is hereby incorporated by reference.
Commissions
During recent years, most of the Company's securities commissions
resulted from transactions with retail (individual) investor
accounts. Retail commissions are charged on both stock exchange
and over-the-counter transactions in accordance with the
Company's commission schedule. In certain cases, discounts from
that schedule are granted, usually on large trades or to active
customers.
The percentage of total commission revenue from institutional
customers is not accounted for separately. Institutional
accounts, which generate primarily fixed income transactions, are
serviced mainly by the Company's offices in St. Louis. Retail
investment executives also receive orders from institutional
customers from time to time.
Principal Transactions
The Company trades as principal in the over-the-counter market.
It acts as both principal and agent to facilitate the execution
of customers' orders. The Company "makes a market" in various
securities of interest to its customers through buying, selling
and maintaining an inventory of these securities. The Company
does not engage in a significant amount of trading for its own
account. The Company also buys corporate and municipal bonds for
its own account in the secondary market, maintains an inventory,
and resells from that inventory to other dealers and to
institutional and retail customers.
Investment Banking
The Company manages the underwriting of both corporate and
municipal securities and participates as an underwriter in
syndicates of issues managed by other firms. The corporate and
public finance departments are responsible for originating
underwritings, mergers and acquisitions, placements, valuations,
financial advisory work and other investment banking matters.
The Company acts as an underwriter and dealer in bonds issued by
states, cities and other political subdivisions and may act as
manager or participant in offerings managed by other firms. The
majority of the Company's municipal bond underwritings and
corporate underwritings are originated and sold through its
office in St. Louis. Prior to 1994 the majority of the Company's
investment banking related revenue was generated by its Oklahoma
City based public finance department. As a result of the
negative publicity surrounding the two year investigation and
civil injunctive action by the Securities and Exchange Commission
which was settled in August of 1995 related to certain municipal
bond underwritings managed by the Oklahoma City office, the
Company's ability to generate municipal bond underwritings in
Oklahoma and elsewhere was adversely impacted (see also Item 7
"Management Discussion and Analysis" and Note H of the
Consolidated Financial Statements incorporated by reference
herein.)
The level of production by the St. Louis public finance
department did not meet management's expectations for 1995. The
number of municipal bond offerings was not only affected by the
negative publicity as a result of the Securities and Exchange
Commission investigation and enforcement action but also was
effected by the downturn in the public finance market experienced
industry-wide. Interest rates have not fluctuated downward as
dramatically as several years ago, and consequently the volume of
refinancings by institutions and governmental agencies has
remained low.
While many large broker-dealers have ceased their public finance
operations resulting from the industry-wide slowdown, management
is uncertain at this time what effects, if any, that may have on
the department's future performance.
In calendar years 1995 and 1994 the majority of the Company's
investment banking revenues have been generated by the corporate
finance department. The growth in the revenue is due to the
department's focus on providing research, financial advisory
services, and consulting services for merger and acquisition and
serving as a manager or co-manager for underwriting issuances of
corporate debt or equity securities for financial institutions
and Real Estate Investment Trusts (REITs) located primarily in
the Midwest. Management expects the performance of the corporate
finance department to remain strong.
The management of and participation in public offerings involves
significant risks. An underwriter may incur losses if it is
unable to resell, at a profit, the securities it has purchased.
Under the Securities Act of 1933 and other statutes and court
decisions, an underwriter may be subject to substantial liability
for misstatements or omissions that are judged to be material
in prospectuses and other communications related to underwritings.
Underwriting commitments cause a charge against net capital (as
defined by Rule 15c3-1 of the Securities and Exchange Commission
- -- see "Regulation"); and, consequently, the aggregate amount of
underwriting commitments at any one time may be limited by the
amount of available net capital of the Company.
Other Business
The Company has dealer-sales agreements with numerous
distributors of investment company shares. These agreements
provide generally for dealer discounts ranging up to 5.75 percent
of the purchase price, depending upon the size of the
transaction.
The Company acts as an agent for its customers' transactions in
put and call options traded on the Chicago Board Options Exchange,
Inc., American Stock Exchange, Inc., Philadelphia Stock Exchange,
Inc., and, to a much lesser extent, in the over-the-counter
market.
The Company has a wholly owned subsidiary, Century Securities
Associates, Inc. ("CSA"), an introducing broker-dealer which
clears its transactions through Stifel, Nicolaus. CSA contracts
with independent licensed brokers to sell securities and other
investment products to retail (individual) investor accounts.
CSA is licensed in 50 states and has 88 registered
representatives. Management expects CSA to continue to grow in
significance to the Company's operation as a whole.
In 1993 the Company formed a subsidiary, Stifel Asset Management
Corp. ("SAM"), to act as a holding company for two investment
advisory firms, Pin Oak Capital, Ltd. ("Pin Oak"), and Todd
Investment Advisors, Inc. ("Todd"). Pin Oak, which operated
formerly as the investment advisory division of Stifel, Nicolaus,
was formed as an investment advisory firm and began operations
during the five month transition period in 1993. SAM purchased
all of the outstanding stock of Todd, an investment advisory firm
located in Louisville, Kentucky, in December 1993. Both Pin Oak
and Todd provide investment advice and services to individual,
fiduciary and corporate clients. Combined assets under
management for the two firms at December 31, 1995 was
approximately $2,651,657,000. Pin Oak holds registrations as an
investment advisor in six states. Todd is registered as an
investment advisor in thirteen states.
Coincidental with the sale of the Oklahoma based operations to
Capital West Financial Corporation ("Capital West"), the Company
entered into a clearing agreement to clear the trades of Capital
West's broker-dealer subsidiary and carry its customer accounts
on a fully disclosed basis. The Company charges Capital West for
these services based upon the clearing agreement.
Various subsidiaries of the Company act as General Partners in
certain limited partnerships for which Stifel, Nicolaus has sold
limited partnership interests to the public. The subsidiaries
may receive distributions upon the dissolution of such
partnerships, but the amount and timing of receipts of such
distributions, if any, cannot be determined at this time and are
subject to the usual risks and liabilities associated with acting
as a general partner.
Customer Financing
Securities are purchased for customers on either a cash or margin
basis. The customer deposits less than the full cost of the
security when securities are purchased on a margin basis. The
Company makes a loan for the balance of the purchase price. Such
loans are collateralized by the securities purchased. The
amounts of the loans are subject to the margin requirements of
Regulation T of the Board of Governors of the Federal Reserve
System, New York Stock Exchange, Inc. ("NYSE") margin
requirements, and the Company's internal policies, which usually
are more restrictive than Regulation T or NYSE requirements. In
permitting customers to purchase securities on margin, the
Company is subject to the risk of a market decline which could
reduce the value of its collateral below the amount of the
customers' indebtedness.
Research
The Company's research department provides retail and
institutional customers information and recommendations on the
securities of specific companies. These services are rendered
without charge. The Company also purchases research services
from other firms.
Competition
The Company competes with other securities firms, some of which
offer their customers a broader range of brokerage services, have
substantially greater resources, and may have greater operating
efficiencies. In addition, an increasing number of specialized
firms, as well as banks, savings and loans, and other financial
institutions, now offer discount brokerage services to individual
retail customers. These firms generally charge lower commission
rates to their customers without offering services such as
portfolio valuation, investment recommendations and research.
Competition from such discount brokerage services may adversely
affect revenues of the Company and other firms providing full
retail brokerage services. Banks also compete with brokerage
firms by offering certain investment banking and corporate
finance services.
Management relies on the expertise acquired in its market area
over its 105-year history, its personnel, and its equity capital
to operate in the competitive environment.
Regulation
The securities industry in the United States is subject to
extensive regulation under federal and state laws. The
Securities and Exchange Commission ("SEC") is the federal agency
charged with the administration of the federal securities laws.
Much of the regulation of broker-dealers, however, has been
delegated to self-regulatory organizations, principally the
National Association of Securities Dealers, Inc., the Municipal
Securities Rulemaking Board, and the national securities
exchanges, such as the NYSE. These self-regulatory organizations
adopt rules (which are subject to approval by the SEC) which
govern the industry and conduct periodic examinations of member
broker-dealers. Securities firms are also subject to regulation
by state securities commissions in the states in which they are
registered.
The regulations to which broker-dealers are subject cover all
aspects of the securities business, including sales practices,
trade practices among broker-dealers, capital structure of
securities firms, record keeping, and the conduct of directors,
officers and employees. Additional legislation, changes in rules
promulgated by the SEC and by self-regulatory organizations, and
changes in the interpretation or enforcement of existing laws and
rules often directly affect the method of operation and
profitability of broker-dealers. The SEC and the self-regulatory
organizations may conduct administrative proceedings which can
result in censures, fines, suspension or expulsion of a broker-
dealer, its officers or employees. The principal purpose of
regulation and discipline of broker-dealers is the protection of
customers and the securities markets rather than the protection
of creditors and stockholders of broker-dealers.
As a broker-dealer and member of the NYSE, Stifel, Nicolaus is
subject to the Uniform Net Capital Rule (Rule 15c3-1) promulgated
by the SEC which provides that a broker-dealer doing business
with the public shall not permit its aggregate indebtedness (as
defined) to exceed 15 times its net capital (as defined) or,
alternatively, that its net capital shall not be less than 2
percent of aggregate debit balances (primarily receivables from
customers and broker-dealers) computed in accordance with the
SEC's Customer Protection Rule (Rule 15c3-3). The Uniform Net
Capital Rule is designed to measure the general financial
integrity and liquidity of a broker-dealer and the minimum net
capital deemed necessary to meet the broker-dealer's continuing
commitments to its customers and other broker/dealers. Both
methods allow broker-dealers to increase their commitments to
customers only to the extent their net capital is deemed adequate
to support an increase. Management believes that the alternative
method, which is utilized by most full-service securities firms,
is more directly related to the level of customer business.
Therefore, Stifel, Nicolaus computes its net capital under the
alternative method.
Under SEC rules, a broker-dealer may be required to reduce its
business and restrict withdrawal of subordinated capital if its
net capital is less than 4 percent of aggregate debit balances
and may be prohibited from expanding its business and declaring
cash dividends if its net capital is less than 5 percent of
aggregate debit balances. A broker-dealer that fails to comply
with the Uniform Net Capital Rule may be subject to disciplinary
actions by the SEC and self-regulatory agencies, such as the
NYSE, including censures, fines, suspension, or expulsion. In
computing net capital, various adjustments are made to net worth
to exclude assets which are not readily convertible into cash and
to state conservatively the other assets such as a firm's
position in securities. Compliance with the Uniform Net Capital
Rule may limit those operations of a firm such as Stifel,
Nicolaus which require the use of its capital for purposes of
maintaining the inventory required for a firm trading in
securities, underwriting securities, and financing customer
margin account balances. Stifel, Nicolaus had net capital of
approximately $20,112,000 at December 31, 1995, which was
approximately 11.3 percent of aggregate debit balances and
approximately $16,550,000 in excess of required net capital.
Employees
There were 810 individuals employed by the Company as of February
29, 1996. This includes both full and part-time personnel.
ITEM 2. PROPERTIES
The headquarters and administrative offices of the Company,
Stifel, Nicolaus and CSA are located in downtown Saint Louis,
Missouri. Todd is located in Louisville, Kentucky. Pin Oak is
located in New York, New York. Stifel Nicolaus has a branch
office system located in 13 states, primarily in the Midwest.
The Company has a total of 43 locations in 14 states. All
offices of the Company are located in leased premises. The
Company's management believes that at the present time the
facilities are suitable and adequate to meet its needs and that
such facilities have sufficient productive capacity and are
appropriately utilized.
The Company also leases communication and other equipment.
Aggregate annual rental expense for the twelve month period ended
December 31, 1995, for office space and equipment, was
approximately $3,986,000. Further information about the lease
obligations of the Company is provided in Note D to the
Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in several lawsuits and arbitrations
which arose from its usual business activities. Some of these
lawsuits and arbitrations claim substantial amounts, including
punitive damages. While results of litigation and arbitration
cannot be predicted with certainty, management, based on opinions
of outside counsel, has provided for actions most likely of
adverse disposition and believes that the effects of resolution
of such litigation and arbitration beyond the amounts provided
will not have a material adverse effect on the Company's
consolidated financial position. However, depending upon the
period of resolution, such effects could be material to the
financial results of an individual operating period. It is
reasonably possible that certain of these lawsuits and
arbitrations could be resolved in the next year and management
does not believe such resolutions will result in losses
materially in excess of the amounts previously provided.
During 1995, the SEC completed a formal investigation into
possible violations of the federal securities laws in connection
with certain municipal bond issues managed by the Company's
former Oklahoma City based public finance department where the
Company was the managing or co-managing underwriter. This
investigation resulted in the Company consenting to a permanent
injunction and ancillary relief whereby, the Company paid
approximately $1.1 million in disgorgement and prejudgment
interest, and $250,000 in fines.
Additionally, the Company is named in lawsuits filed by The
Oklahoma Turnpike Authority ("OTA") and The State of Oklahoma.
The OTA suit seeks $6.5 million in compensatory damages and an
unspecified amount of punitive damages. The State of Oklahoma
seeks $7.6 million in compensatory damages and that these damages
be trebled. The OTA suit alleges that an undisclosed fee paid to
the Company by a third party for the placement of a forward
purchase contract in an advance refunding escrow for the proceeds
of the 1992 OTA $660 million refinancing should have been paid to
the OTA. The State of Oklahoma suit alleges that the Company and
two former executives of the Company committed violations of the
Racketeer Influenced and Corrupt Organizations ("RICO") Act. This
suit alleges essentially the same facts as are alledged in the
OTA suit and were alledged by the SEC in its action against the
Company which was settled in August, 1995, by the Company without
admitting or denying the allegations. Management does not
believe the ultimate resolution of these matters will have a
materially adverse effect on the Company's financial position.
See Note H to the Company's Consolidated Financial Statements,
filed herein.
Executive Officers of the Registrant
- ------------------------------------
The following information is furnished pursuant to General
Instruction G(3) of Form 10-K with respect to the executive
officers of Financial:
Positions or Offices Position with the
Name Age with the Company Company Since
George H. Walker III 65 Chairman of the Board of 1976
Financial and Stifel, Nicolaus
Gregory F. Taylor 46 President and Chief Executive 1985
Officer of Financial and
Stifel, Nicolaus
Charles R. Hartman 52 General Counsel and Senior 1994
Vice President of Stifel,
Nicolaus
Mark D. Knott 47 Former Secretary, Treasurer 1986
and Chief Financial Officer
of Financial and former Senior
Vice President and Chief
Financial Officer of Stifel,
Nicolaus
Rick E. Maples 37 Senior Vice President and 1984
Director of Investment Banking
- Corporate Finance of Stifel,
Nicolaus
Michael A. Murphy 44 Senior Vice President - Director 1989
of Retail Group of Stifel,
Nicolaus
Edward L. Poth 35 Vice President - Director of 1990
Trading of Stifel, Nicolaus
Rexford E. Riordan 62 Senior Vice President - Director 1979
of Investment Services Group of
Stifel, Nicolaus
J. Joseph Schlafly, III 44 Senior Vice President - Director 1980
of Investment Banking - Public
Finance of Stifel, Nicolaus
Lawrence E. Somraty 47 President of Century Securities 1977
Associates, Inc.
David Soshnik 56 Senior Vice President - Director 1986
of Research of Stifel, Nicolaus
James D. Sumption 56 Senior Vice President of Stifel, 1987
Nicolaus President of Pin Oak
Capital, Ltd.
Bosworth M. Todd 66 Chairman and Chief Executive 1993
Officer of Todd Investment
Advisors, Inc.
The following are brief summaries of the business experience
during the past five years of each of the executive officers.
Charles R. Hartman joined Stifel, Nicolaus in June of 1994. He
is the General Counsel, Senior Vice President and Secretary of
Stifel, Nicolaus. Prior to joining Stifel, Nicolaus, Mr. Hartman
was the Regional Counsel for the Securities and Exchange
Commission in Los Angeles, California and since April of 1982 a
Los Angeles partner in the law firm of Rogers & Wells.
Mark D. Knott joined Financial as Treasurer and Chief Financial
Officer and Stifel, Nicolaus as Chief Financial Officer and
Senior Vice President in 1986 and was elected Secretary of
Financial in 1990. Mr. Knott served in this capacity until his
resignation in February, 1996.
Rick E. Maples joined Stifel, Nicolaus in 1984. He served as
First Vice President and Investment Banker of the Corporate
Finance Department until October, 1992, when he became Senior
Vice President and Director of Investment Banking - Corporate
Finance Department of Stifel, Nicolaus.
Michael A. Murphy joined Stifel, Nicolaus in 1989. He is
Senior Vice President and Director of Retail Group of Stifel,
Nicolaus. From 1989 - 1994, Mr. Murphy served as First Vice
President and Director of Branch Administration.
Edward L. Poth joined Stifel, Nicolaus in 1990. He is Vice
President and Director of Trading of Stifel, Nicolaus. From 1990
- - 1995, Mr. Poth served as Vice President and Bond Trader.
Rexford E. Riordan joined Stifel, Nicolaus in 1979. He is
Senior Vice President and Director of Investment Services Group
of Stifel, Nicolaus. From 1979 - 1995, Mr. Riordan served in
various capacities in the firm including assisting in the
National Sales department, Manager of Mutual Funds and Unit
Investment Trusts departments, Director of Training, and served
as First Vice President.
J. Joseph Schlafly, III joined Stifel, Nicolaus in 1980. He is
Senior Vice President and Director of Investment Banking - Public
Finance Department of Stifel, Nicolaus.
Lawrence E. Somraty has been with Stifel, Nicolaus since 1977.
He served as Option Department Manager, Senior Registered Options
Principal, Investment Advisor and Branch Manager. He became the
President of Century Securities Associates, Inc. in January 1991.
David Soshnik joined Stifel, Nicolaus in 1986. He is Senior
Vice President and Director of Research of Stifel, Nicolaus.
Prior to 1995, Mr. Soshnik served as Senior Vice President of
Investments.
James D. Sumption joined Stifel, Nicolaus in 1987. He has
served as Senior Vice President of Stifel, Nicolaus and became
President of Pin Oak Capital, Ltd. in 1992.
Gregory F. Taylor was branch manager of Stifel, Nicolaus'
Chicago branch from October, 1985 until July, 1988. He became
Executive Vice President and Director of National Sales and
Marketing of Stifel, Nicolaus in July, 1988, Chief Operating
Officer in November, 1991 and President and Chief Executive
Officer as of October 26, 1992. He was elected a Vice President
of Financial in October, 1991 and President and Chief Executive
Officer as of October 26, 1992.
Bosworth M. Todd joined the Company in 1993 when the Company
purchased all of the outstanding stock of Todd. Mr. Todd has
served as the Chairman and Chief Executive Officer of Todd since
1979.
George H. Walker III joined Stifel, Nicolaus in 1976, became
President and Chief Executive Officer of Stifel, Nicolaus in
December, 1978, and became Chairman of Stifel, Nicolaus in July,
1982. From the time of the organization of Financial in 1981 Mr.
Walker has served as its Chairman of the Board and, until October
26, 1992, Mr. Walker served as its President and Chief Executive
Officer. Mr. Walker is a director of Laclede Steel Company,
Laidlaw Corp., and EAC Corporation. He is active in various
community activities and is a former Chairman of Downtown St.
Louis, Inc. and Webster University. He currently is Chairman of
the Missouri Historical Society and Chairman of the Advisory
Committee of Webster University Business School.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
a.) Market Information
The common stock of Financial is traded on the New York Stock
Exchange and Chicago Stock Exchange under the symbol "SF." The
high/low sales prices for Financial's Common Stock for each full
quarterly period for the two most recent calendar years and the
five-month transition period are as follows:
Stock Price
High - Low
---------------------------------
Year 1995 By Quarter
---------------------------------
First $ 6 1/2 - 5 1/4
Second 6 3/8 - 5 3/8
Third 6 3/4 - 5 7/8
Fourth 6 1/4 - 5 1/2
---------------------------------
Year 1994 By Quarter
---------------------------------
First $ 9 3/8 - 7 7/8
Second 8 - 6 7/8
Third 7 1/4 - 5 1/2
Fourth 5 1/2 - 5
---------------------------------
Transition Period 1993
---------------------------------
First $ 9 7/8 - 8 5/8
Nov. & Dec., 1993 9 1/8 - 8 1/4
---------------------------------
b.) Holders
The approximate number of stockholders of record on March 15,
1996 was 3,000.
c.) Dividends
Dividends paid were as follows:
Record Payment Cash Stock
Date Date Dividend Dividend
-------- -------- -------- --------
09/07/93 09/21/93 $0.025 - -
10/15/93 10/29/93 - - 5%
12/09/93 12/21/93 $0.03 - -
05/02/94 05/17/94 $0.03 - -
08/02/94 08/16/94 $0.03 - -
11/01/94 11/15/94 $0.03 - -
02/10/95 02/24/95 $0.03 5%
05/09/95 05/23/95 $0.03 - -
08/08/95 08/22/95 $0.03 - -
11/07/95 11/21/95 $0.03 - -
A regular quarterly cash dividend of $0.025 per share was
established on February 9, 1993. On November 30, 1993 the
regular quarterly cash dividend was increased to $0.03 per share.
ITEM 6. SELECTED FINANCIAL DATA
Stifel Financial Corp. and Subsidiaries
Financial Summary
Five Months
Years Ended December 31, Ended Years Ended July
------------------------ -------------------------------
(In thousands, except per 1995 1994 Dec.31, 1993 1993 1992 1991
share and percentages)
Revenues
Commissions $ 28,292 $ 25,407 $ 11,949 $ 26,456 $ 25,204 $ 19,957
Principal transactions 18,980 22,567 9,313 25,201 25,260 19,432
Investment banking 11,674 11,969 10,885 30,551 29,791 14,030
Interest 13,002 10,918 4,057 8,851 9,130 8,613
Sale of Investment company shares 8,316 9,674 4,906 10,741 8,638 5,411
Sale of unit investment trusts 1,828 2,736 1,362 3,220 2,611 2,188
Sale of Insurance products 2,109 2,207 1,263 1,614 1,676 1,950
Other 11,159 8,448 2,720 6,837 5,699 5,635
-------- -------- -------- -------- -------- --------
95,360 93,926 46,455 113,471 108,009 77,216
-------- -------- -------- -------- -------- --------
Expenses
Employee compensation & benefits 57,187 60,652 29,421 68,657 63,891 46,126
Commissions & floor brokerage 2,319 2,120 845 2,485 2,437 2,055
Communications and office supplies 7,651 8,045 3,090 6,836 6,168 6,706
Occupancy & equipment rental 7,884 9,397 3,333 7,648 7,401 6,929
Promotional 2,024 2,868 1,231 2,925 2,206 1,604
Interest 8,312 6,138 1,763 4,838 5,505 5,892
Provision for litigation and bad debts 1,610 2,467 473 1,237 3,745 4,816
Restructuring charge - - 2,672 - - - - - - - -
Other operating expenses 7,066 8,788 3,239 7,575 7,588 5,874
-------- -------- -------- -------- -------- --------
94,053 103,147 43,395 102,201 98,941 80,002
-------- -------- -------- -------- -------- --------
Income (loss) before income taxes and
extraordinary credit 1,307 (9,221) 3,060 11,270 9,068 (2,786)
-------- -------- -------- -------- -------- --------
Provision (Benefit) for Income Taxes
Current (73) (1,983) 1,352 4,223 2,918 426
Deferred 736 (1,735) (207) 9 445 (426)
-------- -------- -------- -------- -------- --------
663 (3,718) 1,145 4,232 3,363 - -
-------- -------- -------- -------- -------- --------
Income (loss) before extraordinary
credit 644 (5,503) 1,915 7,038 5,705 (2,786)
Extraordinary Credit -- tax benefit
from utilization of net operating
loss carryforward - - - - - - - - 648 - -
-------- -------- -------- -------- -------- --------
Net income (loss) $ 644 $ (5,503) $ 1,915 $ 7,038 $ 6,353 $ (2,786)
======== ======== ======== ======== ======== ========
Per Share Data
Primary earnings (loss)(a) $ .14 $(1.23) $ .42 $ 1.60 $ 1.51 $ (.67)
Fully Diluted earnings (loss)(a) $ .14 $(1.23) $ .38 $ 1.33 $ 1.27 $ (.67)
Cash dividends $ .12 $ 0.09 $ 0.055 $ 0.15 $ 0.00 $ 0.00
Stifel Financial Corp. and Subsidiaries
Financial Summary
Five Months
Years Ended December 31, Ended Years Ended July
------------------------ -------------------------------
(In thousands, except per 1995 1994 Dec.31, 1993 1993 1992 1991
share and percentages)
Other Data
Total Assets $226,775 $222,208 $288,203 $196,539 $191,059 $121,997
Long-term obligations $ 10,760 $ 11,520 $ 11,520 $ 10,000 $ 10,000 $ 10,000
Stockholder's equity $ 34,795 $ 34,226 $ 40,609 $ 38,995 $ 31,597 $ 24,740
Net income as % average equity 1.87 % * N.M. 4.81 % 19.94 % 22.55 % * N.M.
Net income as % revenues 0.68 % * N.M. 4.12 % 6.20 % 5.88 % * N.M.
Average common shares and share
equivalents outstanding (a):
Primary 4,452 4,466 4,524 4,408 4,194 4,139
Fully Diluted 5,815 5,816 5,874 5,818 5,545 4,139
(a) Retroactively restated to reflect the 5 percent stock dividends
declared September 9, 1992, September 14, 1993, January 24,
1995, and January 23, 1996.
* Not Meaningful
The information called for in items 7 and 8 of Part II is set
forth on the pages listed below of the Company's 1995 Annual
Report to Stockholders and is incorporated herein by reference:
Pages In
Annual Report
To Stockholders
(filed herewith in Exhibit 13)
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation. 7 through 15
ITEM 8. Financial Statements and Supplementary Data. 16 through 37
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
ITEMS 10 THROUGH 13
Financial intends to file with the Securities and Exchange
Commission a definitive proxy statement pursuant to Regulation
14A involving the election of directors not later than 120 days
after the end of its fiscal year ended December 31, 1995.
Accordingly, except to the extent included in Part I under the
caption "Executive Officers of the Registrant", the information
required by Part III (Items 10, 11, 12 and 13) is incorporated
herein by reference to such definitive proxy statement in
accordance with General Instruction G(3) to Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this report:
Reference (page)
------------
Annual
Report to
Stockholders
------------
1. The following consolidated financial statements of
Stifel Financial Corp. and subsidiaries, included on
pages 7 through 37 in the 1995 Annual Report to
Stockholders, are incorporated by reference in Item 8
Report of Independent Accountants....................... 16
Consolidated Statements of Financial Condition --
December 31, 1995 and December 31, 1994............. 18 - 19
Consolidated Statements of Operations --
Years ended December 31, 1995 and December 31, 1994,
five-month transition period ended December 31, 1993
and fiscal year ended July 30, 1993.................... 17
Consolidated Statements of Stockholders' Equity --
Years ended December 31, 1995 and December 31, 1994,
five-month transition period ended December 31, 1993
and fiscal year ended July 30, 1993................... 22
Consolidated Statements of Cash Flows --
Years ended December 31, 1995 and December 31, 1994,
five-month transition period ended December 31, 1993
and fiscal year ended July 30, 1993................ 20 - 21
Notes to Consolidated Financial Statements.......... 23 - 36
2. The following consolidated financial statement
schedules of Stifel Financial Corp. and subsidiaries
are filed herewith pursuant to ITEM 14(d):
Report of Independent Accountants
Schedule I - Condensed Financial Information of Registrant
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have been
omitted.
3. Exhibits
Exhibit No. (Referenced to Item 601(b) of Regulation S-K)
(a)(1) Restated Certificate of Incorporation of
Financial filed with the Secretary of State of
Delaware on June 1, 1983, incorporated herein by
reference to Exhibit 3.1 to Financial's Registration
Statement on Form S-1, as amended (Registration File
No. 2-84232) filed July 19, 1983.
(a)(2) Amendment to Restated Certificate of
Incorporation of Financial filed with the Secretary
of State of Delaware on May 11, 1987, incorporated
herein by reference to Exhibit (3)(a)(2) to
Financial's Report on Form 10-K for the year ended
July 31, 1987.
(a)(3) Certificate of Designation, Preferences,
and Rights of Series A Junior Participating Preferred
Stock of Financial filed with the Secretary of State
of Delaware on July 10, 1987, incorporated herein by
reference to Exhibit (3)(a)(3) to Financial's Report
on Form 10-K for the year ended July 31, 1987.
(a)(4) Amendment to Restated Certificate of
Incorporation of Financial filed with the Secretary
of State of Delaware on November 28, 1989,
incorporated herein by reference to Exhibit (3)(a)(4)
to Financial's Report on Form 10-K for the year ended
July 27, 1990.
(b) Amended and Restated By-Laws of Financial,
incorporated herein by reference to Exhibit 3(b)(1)
to Financial's Report on Form 10-K for fiscal year
ended July 30, 1993.
4. Note Agreement dated as of October 15, 1988, between
Financial and Bankers United Life Assurance Company and
Pacific Fidelity Life Insurance Company, incorporated
herein by reference to Exhibit 4 to Financial's Report on
Form 10-Q for the quarterly period ended April 28, 1989.
The Company hereby agrees to furnish the Securities and
Exchange Commission copies of such instruments upon
request.
10. (a)(1) Employment Agreement with George H. Walker
III dated August 21, 1987, incorporated herein by
reference to Exhibit 10(c) to Financial's Report on
Form 10-K for the fiscal year ended July 31, 1987.
(a)(2) First Amendment to Employment Agreement
with George H. Walker III, incorporated herein by
reference to Exhibit 10(a)(2) to Financial's Report
on Form 10-K for the fiscal year ended July 31, 1992.
(b) Form of Indemnification Agreement with directors
dated as of June 30, 1987, incorporated herein by
reference to Exhibit 10.2 to Financial's Report on
Form 8-K (date of earliest event reported - June 22,
1987) filed July 14, 1987.
(c) 1983 Incentive Stock Option Plan of Financial,
incorporated herein by reference to Exhibit 4(a) to
Financial's Registration Statement on Form S-8
(Registration File No. 2-94326) filed November 14,
1984.
(d) 1985 Incentive Stock Option Plan of Financial,
incorporated herein by reference to Exhibit 28C to
Financial's Registration Statement on Form S-8, as
amended (Registration File No. 33-10030) filed
November 7, 1986.
(e) 1987 Non-qualified Stock Option Plan of
Financial , incorporated herein by reference to
Exhibit 10(h) to Financial's Report on Form 10-K for
the fiscal year ended July 31, 1987.
(f) Amendment to 1983 Incentive Stock Option Plan,
1985 Incentive Stock Option Plan and 1987 Non-
Qualified Stock Option Plan, incorporated herein by
reference to Exhibit 10(f) to Financial's Report on
Form 10-K for the fiscal year ended July 28, 1989.
(g)(1) 1993 Employee Stock Purchase Plan of
Financial, incorporated herein by reference to ANNEX
A of Financial's Definitive Proxy Statement
(Registration File No. 33-16150) filed October 28,
1992.
(g)(2) First Amendment to the 1993 Employee Stock
Plan of Financial, incorporated herein by reference
to Exhibit 4.5 to Financial's Registration Statement on
Form S-8 (Registration File No. 33-53097) filed April
11, 1994.
(h) Restricted Stock Agreement effective as of
October 1, 1992 with Rick E. Maples, incorporated
herein by reference to Exhibit 10(l) to Financial's
Report on Form 10-K for fiscal year ended July 30,
1993.
(i) Employment and Non-Competition Agreement with
Gregory F. Taylor dated July 26, 1993, incorporated
herein by reference to Exhibit 10(m) to Financial's
Report on Form 10-K for fiscal year ended July 30,
1993.
(j) Dividend Reinvestment and Stock Purchase Plan of
Financial, incorporated herein by reference to
Financial's Registration Statement on Form S-3
(Registration File No. 33-53699) filed May 18, 1994.
(k) Restricted Stock Agreement effective as of
August 1, 1992 with James D. Sumption, filed
herewith.
11. Statement regarding computation of per share earnings,
filed herewith.
13. Annual Report to Stockholders for the year ended December
31, 1995. Except for those portions of pages expressly
incorporated by reference, the 1995 Annual Report to
Stockholders is not deemed filed as part of this Annual
Report on Form 10-K.
21. List of Subsidiaries of Financial, filed herewith.
23. Consent of Independent Accountants, filed herewith.
27. Financial Data Schedule BD, filed herewith.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the fourth
quarter of Financial's fiscal year ended December 31, 1995.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 22nd day of March, 1996.
STIFEL FINANCIAL CORP.
(Registrant)
By /s/ Gregory F. Taylor
Gregory F. Taylor
(Principal Executive Officer)
/s/ Stephen J. Bushmann
Stephen J. Bushmann
(Acting Principal Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant on March 22, 1996, in the capacities
indicated.
/s/ George H. Walker III Chairman of the Board
George H. Walker III
/s/ Gregory F. Taylor President, Chief Executive
Gregory F. Taylor Officer, and Director
/s/ Belle A. Cori Director
Belle A. Cori
/s/ Charles A. Dill Director
Charles A. Dill
/s/ Richard F. Ford Director
Richard F. Ford
/s/ John J. Goebel Director
John J. Goebel
Director
Robert E. Lefton
Report of Independent Accountants
Board of Directors
Stifel Financial Corp.
St. Louis, Missouri:
Our report on the consolidated financial statements of Stifel
Financial Corp. and Subsidiaries has been incorporated by
reference in this Form 10-K from page 16 of the 1995 Annual
Report to Stockholders of Stifel Financial Corp. In connection
with our audits of such financial statements, we have also
audited the related financial statement schedules listed in the
index on page 13 of this Form 10-K.
In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material
respects, the information required to be included therein.
/s/ Coopers & Lybrand L.L.P.
St. Louis, Missouri
February 25, 1996
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
STIFEL FINANCIAL CORP.
Dec. 31, 1995 Dec. 31, 1994
------------- -------------
ASSETS
Cash $ 9,155 $ 9,155
Due from subsidiaries (a) 3,887,790 4,255,352
Investment in subsidiaries (a) 37,421,622 36,214,874
Office equipment and leasehold improvements,
at cost, less allowances for depreciation
and amortization of $12,107,975 and
$13,130,867, respectively 2,972,388 4,721,786
Investments, at cost 736,549 796,393
Goodwill and other intangible assets, net
of amortization of $396,480 and $358,536,
respectively 1,189,430 1,279,593
Other assets 2,102,135 731,945
----------- -----------
TOTAL ASSETS $48,319,069 $48,009,098
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Due to subsidiaries (a) $ 402,336 $ 39,456
Obligation under Capital Lease 774,229 1,029,282
Long-term debt 10,760,000 11,520,000
Other liabilities 1,587,142 1,193,949
----------- -----------
TOTAL LIABILITIES 13,523,707 13,782,687
Stockholders' Equity:
Capital stock 681,134 648,743
Additional paid-in capital 19,622,646 18,491,086
Retained earnings 15,753,713 17,016,335
----------- -----------
36,057,493 36,156,164
Less cost of stock in treasury 1,162,376 1,731,974
Less unamortized stock awards 99,755 197,779
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 34,795,362 34,226,411
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $48,319,069 $48,009,098
=========== ===========
(a) Eliminated in consolidation.
See Notes to Consolidated Financial Statements (Item 8)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(continued)
CONDENSED STATEMENTS OF OPERATIONS
STIFEL FINANCIAL CORP.
Five Months
Years Ended December 31, Ended Year Ended
1995 1994 Dec. 31, 1993 July 30, 1993
-------------- ------------ ------------- -------------
Revenues:
Lease $ 1,708,160 $ 2,162,292 $ 791,330 $ 1,801,167
Other (162,347) (7,522) 57,398 520,319
----------- ----------- ----------- -----------
1,545,813 2,154,770 848,728 2,321,486
Expenses:
Depreciation and amortization 1,751,250 2,325,301 870,926 2,004,720
Professional fees 170,664 236,506 121,574 549,122
Miscellaneous 135,363 128,882 38,636 258,866
---------- ----------- ----------- -----------
2,057,277 2,690,689 1,031,136 2,812,708
----------- ----------- ----------- -----------
Loss before income taxes (511,464) (535,919) (182,408) (491,222)
----------- ----------- ----------- -----------
Provision (benefit) for
income taxes:
Current (53,447) 53,406 (15,165) (42,308)
Deferred 105,547 (27,160) (34,501) (105,763)
----------- ----------- ----------- -----------
52,100 26,246 (49,666) (148,071)
----------- ----------- ----------- -----------
Loss before equity in net
income (loss) of subsidiaries (563,564) (562,165) (132,742) (343,151)
Equity in net income (loss)
of subsidiaries 1,207,085 (4,941,170) 2,048,059 7,381,245
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 643,521 $(5,503,335) $ 1,915,317 $ 7,038,094
=========== =========== =========== ===========
See Notes to Consolidated Financial Statements (Item 8)
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(continued)
CONDENSED STATEMENTS OF CASH FLOWS
STIFEL FINANCIAL CORP.
Five Months
Years Ended December 31, Ended Year Ended
1995 1994 Dec. 31, 1993 July 30, 1993
-------------------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 643,521 $(5,503,335) $ 1,915,317 $ 7,038,094
Non-cash items included in net income (loss):
Depreciation and amortization 1,751,250 2,325,301 870,926 2,004,720
Unrealized loss on investments - - 321,300 - - - -
Deferred tax provision (benefit) 105,547 (27,160) (34,501) (105,763)
Undistributed (income) loss of subsidiaries (1,207,085) 4,941,170 (2,048,059) (7,381,245)
Amortization and forfeitures of restricted
stock awards and stock benefits 84,346 107,341 421,968 506,373
----------- ----------- ----------- -----------
1,377,579 2,164,617 1,125,651 2,062,179
Net change in due to/due from subsidiaries 730,442 (718,361) (13,184) 1,094,158
(Increase) decrease in other assets (1,162,037) 1,365,788 840,208 (195,977)
Increase in other liabilities 393,193 180,271 156,311 513,107
----------- ----------- ----------- -----------
CASH PROVIDED BY OPERATING ACTIVITIES 1,339,177 2,992,315 2,108,986 3,473,467
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Employee stock purchase plan 755,274 611,688 627,587 378,195
Exercised options 123,503 81,213 110,788 267,319
Dividend reinvestment plan 9,533 944 - - - -
Payments for:
Retirement of long-term debt (760,000) - - - - - -
Purchase of stock for treasury (546,615) (1,416,932) (1,329,374) (301,813)
Restricted stock awards - - - - (33,937) (81,449)
Principal payments under capital lease (255,053) (710,089) (263,096) (590,252)
Stock dividend fractional share payment - - - - (2,478) - -
Cash dividend (500,611) (354,368) (215,361) (561,128)
----------- ----------- ----------- -----------
CASH USED FOR FINANCING ACTIVITIES (1,173,969) (1,787,544) (1,105,871) (889,128)
----------- ----------- ----------- -----------
SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(continued)
CONDENSED STATEMENTS OF CASH FLOWS (continued)
STIFEL FINANCIAL CORP.
Five Months
Years Ended December 31, Ended Year Ended
1995 1994 Dec. 31, 1993 July 30, 1993
-------------------------- ------------- -------------
CASH USED FOR FINANCING ACTIVITIES --
From Previous Page (1,173,969) (1,787,544) (1,105,871) (889,128)
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from:
Distributions/sales received on investments 94,893 25,000 - - - -
Sales of office equipment, leasehold
improvements, and a building 909,762 24,235 - - 16,430
Dissolution of subsidiaries - - 505,000 - - - -
Payments for:
Investments in subsidiaries - - - - (5,000) (529,259)
Acquisition ofinvestments - - (52,219) (250,000) (487,671)
Office equipment, leasehold improvements
and a building (1,169,863) (1,706,787) (748,115) (1,583,839)
----------- ----------- ----------- -----------
CASH USED FOR INVESTING ACTIVITIES (165,208) (1,204,771) (1,003,115) (2,584,339)
----------- ----------- ----------- -----------
Increase in cash 0 0 0 0
Cash (beginning of period) 9,155 9,155 9,155 9,155
----------- ----------- ----------- -----------
Cash (end of period) $ 9,155 $ 9,155 $ 9,155 $ 9,155
=========== =========== =========== ===========
Supplemental Disclosures of Cash Flow Information
- -------------------------------------------------
Schedule of Non-cash Investing and
Financing Activities
Assumption of debt for acquisition of Todd - - - - $ 1,520,000 - -
Fixed assets acquired under capital lease - - $ 808,000 $ 257,000 - -
Stock dividends distributed $ 1,406,000 $ 1,287,000 - - $ 2,009,000
See Notes to Consolidated Financial Statements (Item 8)
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
COL. A COL. B COL. C COL. D COL. E
Balance at Additions Balance
Beginning Charged to Costs at End
Description of Period and Expenses Deductions of Period
----------- ---------- ---------------- ---------- ---------
Year Ended December 31, 1995:
Deducted from asset
account: Allowances
for doubtful accounts $1,070,985 $ 0 $ 266,069 <F1> $ 804,916
Deducted from asset
account: Allowances for
doubtful notes receivables 2,560,617 802,004 360,401 <F2> 3,002,220
Deducted from asset
account: Reserves for
investments 972,795 88,500 422,933 <F3><F5> 638,362
Deducted from asset
account: Reserves for
securities owned 0 0 (200,000)<F5> 200,000
Year Ended December 31, 1994:
Deducted from asset
account: Allowances
for doubtful accounts 1,435,058 0 364,073 <F1> 1,070,985
Deducted from asset
account: Allowances for
doubtful notes receivables 0 3,040,969 480,352 <F2> 2,560,617
Deducted from asset
account: Reserves for
investments 1,071,007 322,404 420,616 <F3> 972,795
Deducted from asset
account: Reserves for
securities owned 450,000 0 450,000 <F4> 0
Transition Period Ended December 31, 1993:
Deducted from asset
account: Allowances
for doubtful accounts 1,283,800 253,500 102,242 <F1> 1,435,058
Deducted from asset
account: Reserves for
investments 1,071,007 0 0 1,071,007
Deducted from asset
account: Reserves for
securities owned 450,000 0 0 450,000
Fiscal Year Ended July 30, 1993:
Deducted from asset
account: Allowances for
doubtful accounts 1,455,627 32,500 204,327 <F1> 1,283,800
Deducted from asset
account: Reserves for
investments 727,007 350,000 6,000 <F3> 1,071,007
Deducted from asset
account: Reserves for
securities owned 0 450,000 0 450,000
<FN>
<F1> Uncollected accounts written off and recoveries.
<F2> Uncollected notes written off and recoveries.
<F3> Investments disposed of.
<F4> Securities disposed of.
<F5> Reserve balance reclassified from Reserve for investments to conform to 1995 presentation.
</FN>
EXHIBIT INDEX
Stifel Financial Corp. and Subsidiaries
Annual Report on Form 10-K
Year Ended December 31, 1995
Exhibit
Number Description
- ------- -----------
10(k) Restricted Stock Agreement effective as of
August 1, 1992 with James D. Sumption
11. Statement regarding computation of
per share earnings.
13. 1995 Annual Report to Stockholders.*
21. Subsidiaries of Stifel Financial Corp.
23. Consent of Independent Accountants.
27. Financial Data Schedule BD.
* Certain portions of the Annual Report to Stockholders are
incorporated herein by reference; the Annual Report to
Stockholders is not to be deemed filed as a part of this Annual
Report on Form 10-K.