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):
July 23, 1996
Stifel Financial Corp.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9305
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(Commission File Number)
43-1273600
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(I.R.S. Employer Identification Number)
500 N. Broadway, St. Louis, Missouri 63102-2188
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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.
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On July 23, 1996, the Board of Directors of Stifel Financial Corp. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock, par value $.15 per share, of the
Company (the "Common Stock"). The dividend distribution is payable on August 12,
1996 (the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Preferred Stock, par value $1.00 per
share (the "Preferred Stock") of the Company at a price of $35.00 per one
one-hundredth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of July 30, 1996, as the same may be amended from time to
time (the "Rights Agreement"), between the Company and Boatmen's Trust Company,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the tenth
business day following the public announcement or the date that a person or
group of affiliated or associated persons (an "Acquiring Person") (other than
the Company, any subsidiary of the Company or any employee benefit plan of the
Company) has acquired, or obtained the right to acquire, 15% or more of the
outstanding shares of voting stock of the Company without the prior express
written consent of the Company executed on behalf of the Company by a duly
authorized officer of the Company following express approval by action of at
least a majority of the members of the Board of Directors then in office (the
"Stock Acquisition Date") or (ii) the close of business on the tenth business
day (or such later date as may be determined by action of the Board of Directors
but not later than the Stock Acquisition Date) following the commencement of a
tender offer or exchange offer, without the prior written consent of the
Company, by a person (other than the Company, any subsidiary of the Company or
an employee benefit plan of the Company) which, upon consummation, would result
in such party's control of 15% or more of the Company's voting stock (the
earlier of the dates in clause (i) or (ii) above being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate.
Notwithstanding the foregoing, no Person or group (an "Exempt Person")
will be deemed to be an Acquiring Person as the result of ownership on July 30,
1996 of 15% or more of the voting stock of the Company, or as a result of the
ownership on July 30, 1996 or the conversion or exercise of securities or rights
convertible into or exercisable for 15% or more of the voting stock, unless such
Exempt Person acquires beneficial ownership of an additional 1% or more of the
voting stock of the Company.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Company's Common Stock. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuances of
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Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and
such separate certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire, if not previously exercised, on August 12, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
share of Preferred Stock issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential dividend in an amount equal to 100
times any dividend declared on each share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will receive a preferred
liquidation payment of equal to the greater of $4,000 and 100 times the payment
made per share of Common Stock. Each share of Preferred Stock will have 100
votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted
or exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
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in the event of mergers and consolidations, are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) acquires 15% or more (or an
Exempt Person acquires an additional 1% or more) of the Company's outstanding
voting stock without the prior written consent of the Board of Directors, each
Right, except those held by such persons, would entitle each holder of a Right
to acquire such number of shares of the Company's Common Stock as shall equal
the result obtained by multiplying the then current Purchase Price by the number
of one one-hundredths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by 50% of the then current per-share
market price of Company Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) acquires more than 15% but
less than 50% of the outstanding Company Common Stock without prior written
consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.
If the Company were acquired in a merger or other business combination
transaction where the Company is not the surviving corporation or where Company
Common Stock is exchanged or changed or 50% or more of the Company's assets or
earnings power is sold in one or several transactions without the prior written
consent of the Board of Directors, each Right would entitle the holders thereof
(except for the Acquiring Person) to receive such number of shares of the
acquiring company's common stock as shall be equal to the result obtained by
multiplying the then current Purchase Price by the number one one-hundredths of
a share of Preferred Stock for which a Right is then exercisable and dividing
that product by 50% of the then current market price per share of the common
stock of the acquiring company ont he date of such merger or other business
combination transaction.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
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may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
any percentage greater than the largest percentage of the voting power of all
securities of the Company then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons (other than an excepted
person) and (ii) 10%, except that from and after such time as any person or
group of affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in certain circumstances. Accordingly, the existence of the Rights may deter
certain potential acquirors from making certain takeover proposals or tender
offers. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company as described above.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the form
of Right Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the form of Rights
Agreement (and the exhibits thereto) attached hereto.
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Item 7.Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit No. Description of Exhibit
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4 Rights Agreement, dated as of July 30, 1996 between Stifel
Financial Corp. and Boatmen's Trust Company which includes
the form of Certificate of Designations, setting forth the
terms of the Series A Junior Participating Preferred Stock,
par value $1.00 per share, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Common Stock
Purchase Rights as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed
until as soon as practicable after the earlier of the tenth
day after public announcement that a person or group has
acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or the tenth business day
(or such later date as may be determined by action of the
Board of Directors) after a person commences, or announces
its intention to commence, a tender offer or exchange offer
the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the
outstanding shares of Common Stock.
99 Press releases dated July 30, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange 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.
(Registrant)
Date: July 30, 1996 By: /s/ Charles R. Hartman
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Charles R. Hartman
Senior Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4 Rights Agreement, dated as of July 30, 1996 between Stifel
Financial Corp. and Boatmen's Trust Company which includes the form
of Certificate of Designations, setting forth the terms of the
Series A Junior Participating Preferred Stock, par value $1.00 per
share, as Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Common Stock Purchase Rights as Exhibit C. Pursuant
to the Rights Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier of the tenth
day after public announcement that a person or group has acquired
beneficial ownership of 15% or more of the outstanding shares of
Common Stock or the tenth business day (or such later date as may
be determined by action of the Board of Directors) after a person
commences, or announces its intention to commence, a tender offer
or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding shares of Common Stock.
99 Press releases dated July 30, 1996.