As filed with the Securities and Exchange Commission on February 26,1999
Registration No.333-73033
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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: [ ]
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 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.
_____________
April 14, 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 replace 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 Reports on Form 10-Q for the fiscal quarters ended
October 31, 1998 and January 31, 1999:
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 333-73033). 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 Owner Shares Number of Shares to
Beneficial Owner Prior to the Offering Percent(1) be Sold 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 (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 by reference in this Form S-3. Our consolidated financial
statements are incorporated by reference in reliance on Ernst & Young
LLP's 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
April 14, 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 16. Exhibits
Exhibit 3 - Articles of Incorporation filed as Exhibits B & C and
Bylaws to Proxy Statement
Exhibit 13 - Annual Report to Shareholders*
Exhibit 22 - List of Subsidiaries of Registrant*
Exhibit 23 - Consent of Independent Auditors Page 18
Exhibit No.
3.1 + Articles of Incorporation
3.2 + Bylaws
5.1 * Opinion of Baker, Donelson, Bearman & Caldwell
22.1 + List of Subsidiaries
23.1 Consent of Ernst & Young LLP
23.1 * Consent of Baker, Donelson, Bearman & Caldwell
[FN]
+ Incorporated by reference to the Registrant's Form 10-K for the
year ended July 31, 1998.
* Previously filed
</FN>
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 14th day of April , 1999.
MORGAN KEEGAN, INC.
By: /s/ Allen B. Morgan, Jr.
Allen B. Morgan, Jr., Chairman
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
/s/Kenneth F. Clark, Jr. Director April 14, 1999
Kenneth F. Clark, Jr.
*
William W. Deupree, Jr. Director April 14, 1999
/s/ James E. Harwood, III Director April 14, 1999
James E. Harwood, III
/s/ Allen B. Morgan, Jr. Chairman and Director April 14, 1999
Allen B. Morgan, Jr.
/s/ Harry J. Phillips Director April 14, 1999
Harry J. Phillips
*
Donald Ratajczak Director April 14, 1999
/s/Robert M. Solmson Director April 14, 1999
Robert M. Solmson
*
John W. Stokes, Jr. Vice President April 14, 1999
and Director
/s/Joseph C. Weller Secretary/Treasurer April 14, 1999
Joseph C. Weller and Director
*
Spence L. Wilson Director April 14, 1999
*By:/s/ Joseph C. Weller
Joseph C. Weller, Attorney-in-fact
Exhibit Index
Exhibit 3 - Articles of Incorporation filed as Exhibits B & C and
Bylaws to Proxy Statement
Exhibit 13 - Annual Report to Shareholders*
Exhibit 22 - List of Subsidiaries of Registrant*
Exhibit 23 - Consent of Independent Auditors Page 18
Exhibit No.
3.1 + Articles of Incorporation
3.2 + Bylaws
5.1 * Opinion of Baker, Donelson, Bearman & Caldwell
22.1 + List of Subsidiaries
23.1 Consent of Ernst & Young LLP
23.2 * Consent of Baker, Donelson, Bearman & Caldwell
[FN]
+ Incorporated by reference to the Registrant's Form 10-K for
the year ended July 31, 1998.
* Previously filed
</FN>
Exhibit 23.1 - Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated September 18, 1998,
in Amendment No. 1 to the Registration Statement (Form S-3 No.
333-73033) and the related Prospectus of Morgan Keegan, Inc. for
the Registration of 139,536 shares of its common stock.
/s/ Ernst & Young LLP
Memphis, Tennessee
April 12, 1999
II-11