As filed with the Securities and Exchange Commission on February 26, 1999
Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MORGAN KEEGAN, INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-1153850
(State of Incorporation) (I.R.S. Employer Identification No.)
50 North Front Street
Memphis, Tennessee 38103
(901) 524-4100
(Address including zip code, and telephone number, including area code of
Registrant's principal executive offices)
Joseph C. Weller
Secretary
50 North Front Street
Memphis, Tennessee 38103
(901) 524-4100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
John A. Good, Esq.
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, Suite 2000
Memphis, Tennessee 38103
Telephone: (901) 577-8117
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box:
[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount
Securities be Registered Maximum Maximum of
being Offering Aggregate Registration
Registered Price per Offering Fee
Unit Price
Common Stock, 139,536 $16.31 $2,275,832 $632.68
$.625 par value
[FN]
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are computed
on the basis of the high and low reported prices of the Common Stock on the
New York Stock Exchange on February 25, 1999.
</FN>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to Section 8(a) may determine.
PROSPECTUS
Subject to completion, dated February 26, 1999
MORGAN KEEGAN, INC.
139,536 Shares of Common Stock
These shares of common stock are being offered by certain selling
shareholders, identified in this prospectus. We issued the shares to the
selling shareholders in connection with our acquisition of Athletic Resource
Management, Inc. The selling shareholders may sell the common stock through
public or private transactions, on or off the United States securities
exchanges, at prevailing market prices, or at privately negotiated prices.
Each of the selling shareholders may be deemed to be an "underwriter,"
as such term is defined in the Securities Act of 1933, as amended.
Our common stock trades on the New York Stock Exchange under the symbol
"MOR." The closing sale price of the common stock on February 25, 1999 was
$16 3/8 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURANCE OR ADEQUANCY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
February 26, 1999
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the Securities
and Exchange Commission (the "Commission"). Copies of such reports, proxy
statements, information statements and other information filed by the Company
with the Commission can be inspected and copies may be obtained at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates, as well as at the following
Regional Offices of the Commission: Citicorp Center, 500 West Madison, Suite
1400, Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New
York, New York 10048, and at the Commission's Web site at
(http://www.sec.gov). In addition, shares of the Common Stock are traded on
the NYSE, and such reports, proxy statements and other information may be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
We have filed with the Commission a Registration Statement on Form S-3
(together with all amendments thereto, the "Registration Statement") under
the Securities Act with respect to the Shares. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete and, with respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement, reference
is made to the exhibit for a more complete description of the matter
involved, and each such statement is deemed qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporated by
reference is considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supercede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13 (a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:
Our Annual Report on Form 10-K for the fiscal year ended July 31, 1998:
Our Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 1998:
and
The description of our common stock contained in the Registration
Statement on Form 8-A, filed with the SEC on April 17, 1983.
This prospectus is part of a registration statement we filed with the
SEC (Registration Number ------------). You may request a free copy of
any of the above filings by calling or writing:
Morgan Keegan, Inc.
50 North Front Street
Memphis, Tennessee 38103
Attn: Joseph C. Weller, Chief Financial Officer
(901) 524-4100
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement to this prospectus. We have
not authorized anyone else to provide you with information. The selling
shareholders should not make an offer of these shares of common stock in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement to this prospectus is
accurate as of any date other than the date on the cover page of this
prospectus or any supplement.
USE OF PROCEEDS
Morgan Keegan, Inc. (the "Company") will not receive any proceeds from the
sale of the Common Stock offered hereby.
SELLING SHAREHOLDERS
The following table shows the number of shares being offered by the Selling
Shareholders. The shares were issued to the Selling Shareholders without
registration under the Securities Act in connection with the separate
acquisition of Athletic Resource Management, Inc., a transaction not
involving a public offering. After completion of the offering, assuming all
of the Shares being offered are sold, the Selling Shareholders will own
85,937 shares of Common Stock. See "Plan of Distribution."
Name of Beneficial Shares Number of
Beneficial Ownership Percent(1) Shares
Owner Prior to to be Sold
the Offering in the Offering
Kyle Rote, Jr 111,170 * 69,768
James E. Sexton, III 114,303 * 69,768
------- -------
225,473 139,536
[FN]
* indicates less than 1%
(1) The percentages shown are based on 32,747,933 shares of common stock
outstanding at February 17, 1999.
</FN>
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they may offer
the Shares for sale from time to time in transactions effected on the New
York Stock Exchange (the "NYSE") (or through the facilities of any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association, on which the Shares are then listed,
admitted to unlisted trading privileges or included for quotation), in
privately negotiated transactions, or in a combination of such methods of
sale. Such methods of sale may be conducted at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions
directly, or indirectly through underwriters, broker-dealers or agents acting
on its behalf, and in connection with such sales, such broker-dealers or
agents may receive compensation in the form of commissions, concessions,
allowances or discounts from the Selling Shareholders and/or the purchasers
of the Shares for whom they may act as agent or to whom they sell Shares as
principal or both (which commissions, concessions, allowances or discounts
might be in excess of customary amounts thereof). To the extent required,
the names of any agents, broker-dealers or underwriters and applicable
commissions, concessions, allowances or discounts and any other required
information with respect to any particular offer of the Shares by the Selling
Shareholders, will be set forth in a Prospectus Supplement. The Company has
been advised that the Selling Shareholders may effect sales of the Shares
directly, or indirectly by or through agents or broker-dealers and that the
Shares may be sold by one or more of the following methods: (a) ordinary
brokerage transactions, (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account, and
(c) in "block" sale
transactions. At the time a particular offer is made, a Prospectus
Supplement, if required, will be distributed that sets forth the name or
names of agents or broker-dealers, any commissions and other terms
constituting selling compensation and any other required information.
Moreover, in effecting sales, broker-dealers engaged by the Selling
Shareholders and/or the purchasers of the Shares may arrange for other
broker-dealers to participate in the sales process. Broker-dealers will
receive discounts or commissions from the Selling Shareholders and/or the
purchasers of the Shares in amounts which will be negotiated prior to the
time of sale. Sales made by broker-dealers will be made only through broker-
dealers registered as such in a subject jurisdiction or in transactions
exempt from such registration. The Company has not been advised of any
definitive selling arrangement at the date of this Prospectus between the
Selling Shareholders and any broker-dealer or agent.
In connection with the distribution of the Shares, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
of the Shares in the course of hedging the positions they assume with the
Selling Shareholders. The Selling Shareholders may also sell the Shares
short and redeliver the Shares to close out the short positions. The Selling
Shareholders may also enter into option or other transactions with broker-
dealers which require the delivery of the Shares to the broker-dealer and the
broker-dealer may sell the Shares so loaned, or upon a default, the broker-
dealer may effect sales of the pledged shares.
Any broker-dealer participating in any distribution of Shares in connection
with the offering made hereby may be deemed to be an "underwriter" within
the meaning of the Securities Act and may be required to deliver a copy of
this Prospectus, including a Prospectus Supplement, to any person who
purchases any of the Shares from or through such broker-dealer.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Baker,
Donelson, Bearman & Caldwell, Memphis, Tennessee.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended July 31, 1998, as set forth in their report, which is incorporated in
this Form S-3 by reference. Our consolidated financial statements are
incorporated by reference in reliance on their report, given on their
authority as experts in accounting and auditing.
No person is authorized in connection with any offering made hereby to give
any information or to make any representation other than as contained in this
Prospectus and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company, the Selling
Shareholders or any underwriter. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstance imply that there has
been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any of the Shares offered hereby to any person in any jurisdiction in
which it is unlawful to make any such offer or solicitation.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by
Reference 2
Use of Proceeds 3
Selling Shareholders 3
Plan of Distribution 3
Legal Matters 4
Experts 4
139,536 Shares
Morgan Keegan, Inc.
Common Stock
PROSPECTUS
February, 1999
Part II. Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following fees and expenses shall be borne by the Company in
connection with this offering. All fees and expenses other than the SEC and
NYSE fees are estimated. (1)
SEC Registration Fee $638
NYSE Filing Fee 0
Blue Sky fees and expenses, including legal fees 0
Transfer Agent's Fee 0
Printing and Engraving 750
Accounting Fees and Expenses 2,000
Legal Fees and Expenses 3,000
Miscellaneous 0
Total $6,388
[FN]
(1) The Selling Shareholders will not pay any portion of the registration
expenses.
</FN>
Item 15. Indemnification of Directors and Officers
Sections 48-18-501 through 48-18-509 of the Tennessee Business Corporation
Law permit a corporation to indemnify directors and officers against
liability incurred in certain proceedings if the individual's conduct was in
good faith and the individual reasonably believed, in the case of conduct in
the individual's official capacity, that such conduct was in the best
interests of the corporation and, in all other cases, believed such conduct
was at least not opposed to the best interests of the corporation. If the
proceeding is criminal, the individual must have at least had no reasonable
cause to believe that such conduct was unlawful. The statute requires a
corporation to indemnify an individual who is wholly successful in the
defense of any such proceeding against reasonable expenses incurred by such
individual, unless the Articles of Incorporation provide otherwise. The
corporation may pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding in advance of final
disposition of the proceeding if certain conditions are satisfied. Unless
otherwise provided in the Charter, a director or officer may apply for court
ordered indemnification which will include reasonable expenses incurred to
obtain the indemnification order if the court determines that the director is
entitled to mandatory indemnification or that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances. Except in the case of mandatory indemnification, a
corporation may indemnify a director or officer only after it is determined
that the individual meets the standard of conduct described above. In
addition, a corporation may also indemnify and advance expenses to an
officer, whether or not a director, to the extent, consistent with public
policy, that may be provided by its charter, bylaws, general or specific
action of its Board of Directors or contract. Section 48-18-508 of the
Tennessee Business Corporation Law empowers a Tennessee corporation to
purchase and maintain insurance on behalf of any director or officer against
any liability asserted against, or incurred by, such individual in any such
capacity or arising out of his or her status as such, whether or not the
corporation would have had the power to indemnify against such liability. In
addition, the Company has entered into an indemnification agreement with each
of its outside directors pursuant to which such director will be indemnified
and held harmless by the Company from and against all liabilities incurred as
a result of being a director of the Company to the extent permitted by law.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales of the securities 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 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. Not withstanding
the forgoing, 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% 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 or any material change to such
information set forth in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(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 forgoing provision, 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 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, other or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on the 26th day of
February, 1999.
MORGAN KEEGAN, INC.
By: /s/ Allen B. Morgan, Jr.
Allen B. Morgan, Jr., Chairman
POWER OF ATTORNEY
Know All Men By these Presents, that each person whose signature appears
below constitutes and appoints Allen B. Morgan and Joseph C. Weller, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, and resubstitution, for him in his name, place and stead, in
any and all capacities, to sign any and all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, and fully and to all intents
and purposes as he might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
NAME TITLE DATE
Kenneth F. Clark, Jr. Director February 26, 1999
/s/ William W. Deupree, Jr.
William W. Deupree, Jr. Director February 26, 1999
James E. Harwood, III Director February 26, 1999
/s/ Allen B. Morgan, Jr.
Allen B. Morgan, Jr. Chairman and Director February 26, 1999
Harry J. Phillips Director February 26, 1999
/s/ Donald Ratajczak
Donald Ratajczak Director February 26, 1999
Robert M. Solmson Director February 26, 1999
/s/ John W. Stokes, Jr.
John W. Stokes, Jr. Vice President and February 26, 1999
Director
/s/ Joseph C. Weller
Joseph C. Weller Secretary/Treasurer February 26, 1999
and Director
/s/ Spence L. Wilson
Spence L. Wilson Director February 26, 1999
[BAKER, DONELSON, BEARMAN & CALDWELL LETTERHEAD]
February 18, 1999
Morgan Keegan, Inc.
50 N. Front Street
Memphis, Tennessee 38103
RE: Registration Statement on Form S-3 of Morgan Keegan, Inc.
Gentlemen:
We have acted as counsel for Morgan Keegan, Inc., a Tennessee corporation
(the "Company"), in connection with the Company's Registration Statement on
Form S-3 (the "Registration Statement"), pursuant to the Securities Act of
1933, as amended, relating to the offer and sale of up to 139,536 shares (the
"Shares") of common stock, $.625 par value per share, of the Company by
"Selling Shareholders" (as defined in the Registration Statement). This
opinion is being furnished in response to Item 601 of Regulation S-K and the
instructions to Form S-3.
We are familiar with the proceedings to date with respect to the proposed
offering and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Tennessee.
2. The Shares are validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United States and
the laws of the State of Tennessee, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we have relied to the extent we deem such
reliance appropriate as to certain matters on statements, representations and
other information obtained from public officials, officers of the Company and
other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL,
a professional corporation
By: /s/ John A. Good
John A. Good, a shareholder
Exhibit 23.1 - Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3 No. 333- ) and related Prospectus
of Morgan Keegan, Inc. for the registration of 139,536 shares of its common
stock and to the incorporation by reference therein of our report dated
September 18, 1998, with respect to the consolidated financial statements of
Morgan Keegan, Inc. incorporated by reference in its Annual Report (Form 10-
K) for the year ended July 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Memphis, Tennessee
February 22, 1999