SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 ON
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 2001
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to ______________.
Commission file number 1-9305
STIFEL FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 43-1273600
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
501 North Broadway
St. Louis, Missouri 63102-2102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-342-2000
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
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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 required
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 statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K [X]
Aggregate market value of voting stock held by non-affiliates of the registrant
at March 13, 2002, was $71,657,078.
Shares of Common Stock outstanding at March 13, 2002: 7,367,885 shares, par
value $.15 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement filed with the SEC in connection with
the Company's Annual Meeting of Stockholders to be held May 9, 2002, are
incorporated by reference in Part III hereof. Exhibit Index located on pages 4
and 5.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A is being filed solely to file certain
additional exhibits. The remaining portions of the original Form 10-K are not
being amended.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (3) Exhibits: See Exhibit Index on pages 4 and 5 hereof.
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SIGNATURES
Pursuant to the requirements of Section 13 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 8th day of April 2002.
STIFEL FINANCIAL CORP.
(Registrant)
By /s/ Ronald J. Kruszewski
------------------------
Ronald J. Kruszewski
Chairman of the Board, President,
Chief Executive Officer, and Director
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EXHIBIT INDEX
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 2001
EXHIBIT
NUMBER DESCRIPTION
3. (a) Restated Certificate of Incorporation and as amended of Financial
filed with the Secretary of State of Delaware on May 31, 2001,
incorporated herein by reference to Exhibit 3.(a) to Financial's
Quarterly Report on Form 10-Q (File No. 001-9305) for the quarterly
period ended June 30, 2001.
(b) Amended and Restated By-Laws of Financial, incorporated herein by
reference to Exhibit 3.(b)(1) to Financial's Annual Report on Form
10-K (File No. 1-9305) for fiscal year ended July 30, 1993.
4. (a) Preferred Stock Purchase Rights of Financial, incorporated herein by
reference to Financial's Registration Statement on Form 8-A (File
No. 1-9305) filed July 30, 1996.
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 Annual Report on Form 10-K (File No. 1-9305) 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
Annual Report on Form 10-K (File No. 1-9305) 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 Current 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 Annual Report
on Form 10-K (File No. 1-9305) 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 Annual Report
on Form 10-K (File No. 1-9305) for the fiscal year ended July 28,
1989.*
(g) 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.
(h) Amended and Restated 1997 Incentive Plan of Financial, incorporated
herein by reference to Financial's Registration Statement on Form
S-8 (Registration File No. 333-84717) filed on August 6, 1999.*
(i) 1998 Employee Stock Purchase Plan of Financial, incorporated herein
by reference to Financial's Registration Statement on Form S-8
(Registration File No. 333-37807) filed October 14, 1997.*
(j)(1) Employment Letter with Ronald J. Kruszewski, incorporated herein by
reference to Exhibit 10.(l) to Financial's Annual Report on Form
10-K (File No. 1-9305) for the year ended December 31, 1997.*
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(j)(2) Stock Unit Agreement with Ronald J. Kruszewski, incorporated herein
by reference to Exhibit 10.(j)(2) to Financial's Annual Report on
Form 10-K (File No. 1-9305) for the year ended December 31, 1998.*
(k) Loan Agreement with Western & Southern Life Insurance Company dated
February 24, 1999, including amendments thereto, incorporated herein
by reference to Exhibit 10.(a) to Financial's Quarterly Report on
Form 10-Q (File No. 001-9305) for the quarterly period ended
June 30, 2001.
(l) 1999 Executive Incentive Performance Plan of Financial, incorporated
herein by reference to Annex B of Financial's Proxy Statement for
the 1999 Annual Meeting of Stockholders filed March 26, 1999.*
(m) Equity Incentive Plan for Non-Employee Directors of Financial,
incorporated herein by reference to Financial's Registration
Statement on Form S-8 (Registration File No. 333-52694) filed
December 22, 2000.*
(n) Stifel, Nicolaus & Company, Incorporated Wealth Accumulation Plan,
incorporated herein by reference to Financial's Registration
Statement on Form S-8 (Registration File No. 333-60506) filed May 9,
2001.*
(o) Stifel Nicolaus Profit Sharing 401(k) Plan, incorporated herein by
reference to Financial's Registration Statement on Form S-8
(Registration File No. 333-60516) filed May 9, 2001.*
(p) Stifel Financial Corp. 2001 Incentive Plan, incorporated herein by
reference to Financial's Registration Statement on Form S-8
(Registration File No. 333-82328) filed February 7, 2002.*
(q) Promissory Note dated August 1, 1999 from Tom Prince payable to
Stifel, Nicolaus & Company, Incorporated, incorporated herein by
reference to Financial's Annual Report on Form 10-K (File No.
001-9305) for the year ended December 31, 2001 filed on March 27,
2002.*
(r) Promissory Note dated March 5, 2002 from Tom Prince payable to
Stifel, Nicolaus & Company, Incorporated, incorporated herein by
reference to Financial's Annual Report on Form 10-K (File No.
001-9305) for the year ended December 31, 2001 filed on March 27,
2002.*
(s) Stock Unit Agreement with James M. Zemlyak dated January 11, 2000.*
(t) Stock Unit Agreement with Scott B. McCuaig dated December 20, 1998.*
(u) Amended and Restated Promissory Note dated December 21, 1998 from
Ronald J. Kruszewski payable to Financial.*
(v) Third Amendment to Lease by and among EBS Building, L.L.C., Stifel
Financial Corp. and Stifel, Nicolaus & Company, Incorporated, dated
September 1, 1999, incorporated herein by reference to EBS Building,
L.L.C.'s Annual Report on Form 10-K (File No. 000-24167) for the
year ended December 31, 2001.
(w) Fourth Amendment to Lease by and among EBS Building, L.L.C., Stifel
Financial Corp. and Stifel, Nicolaus & Company, Incorporated, dated
November 1, 1999, incorporated herein by reference to EBS Building,
L.L.C.'s Annual Report on Form 10-K (File No. 000-24167) for the
year ended December 31, 2001.
(x) Fifth Amendment to Lease by and among EBS Building, L.L.C., Stifel
Financial Corp. and Stifel, Nicolaus & Company, Incorporated dated
June 11, 2001, incorporated herein by reference to EBS Building,
L.L.C.'s Annual Report on Form 10-K (File No. 000-24167) for the
year ended December 31, 2001.
21. List of Subsidiaries of Financial, incorporated herein by reference to
Financial's Annual Report on Form 10-K (File No. 001-9305) for the year
ended December 31, 2001 filed on March 27, 2002.
23. Consent of Independent Auditors, incorporated herein by reference to
Financial's Annual Report on Form 10-K (File No. 001-9305) for the year
ended December 31, 2001 filed on March 27, 2002.
* Management contract or compensatory plan or arrangement.
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