UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) APRIL 17, 2002
STIFEL FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9305 43-1273600
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
501 NORTH BROADWAY, ST. LOUIS, MISSOURI 63102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 342-2000
ITEM 5. OTHER EVENTS
On April 17, 2002, Stifel Financial Corp., a Delaware corporation (the
"Company"), and Stifel Financial Capital Trust I, a Delaware business trust (the
"Trust" and, together with the Company, the "Offerors"), entered into an
Underwriting Agreement providing for the sale by the Trust to the underwriters
named therein of $30,000,000 of 9.00% Cumulative Trust Preferred Securities
(liquidation amount $25 per preferred security) (the "Securities"). The Offerors
have granted the underwriters an option to purchase up to $4,500,000 additional
Securities solely to cover over-allotments.
This Form 8-K is being filed solely to file certain exhibits previously
filed as exhibits to the Registration Statement on Form S-3 filed by the
Offerors with the Securities and Exchange Commission (the "Commission") on March
27, 2002, which have been amended as a result of the Registration Statement on
Form S-3 filed by the Offerors with the Commission on April 17, 2002, pursuant
to Rule 462(b) under the Securities Act of 1933, as amended.
The offering will only be made by means of a prospectus, which may be
obtained from Legg Mason Wood Walker, Incorporated, Stifel, Nicolaus & Company,
Incorporated, and Friedman, Billings, Ramsey & Co., Inc. at the following
addresses:
LEGG MASON WOOD WALKER, INCORPORATED STIFEL, NICOLAUS & COMPANY, INCORPORATED
100 Light Street 501 N. Broadway, 9th Floor
Baltimore, Maryland 21202 St. Louis, Missouri 63102
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
1001 19th Street North
Arlington, Virginia 22209
This Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
1.1 Underwriting Agreement among Stifel Financial Corp. and Legg
Mason Wood Walker, Incorporated, Stifel, Nicolaus & Company,
Incorporated and Friedman, Billings, Ramsey & Co., Inc., as
representatives of the several underwriters.
4.1 Form of Indenture for Junior Subordinated Debentures.
4.2 Form of Junior Subordinated Debentures, included in Exhibit
4.1.
4.5 Form of Amended and Restated Trust Agreement.
4.6 Form of Preferred Securities Certificate, included in Exhibit
4.5.
4.7 Form of Preferred Securities Guarantee Agreement.
4.8 Form of Agreement as to Expenses and Liabilities, included in
Exhibit 4.5.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
STIFEL FINANCIAL CORP.
Date: April 17, 2002 By: /s/ James M. Zemlyak
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James M. Zemlyak
Senior Vice President, Chief
Financial Officer and Treasurer